Onvine User Terms of Service

These Onvine User Terms of Service (the “User Terms”) govern your access to or use of the online events platform described at www.onvine.net.  and its associated services (online and offline), (”Services”) offered by Executive Grapevine International Limited (“EGIL” "we" "us" or “our") under license from Grapevine Software Limited

These User Terms and the Community Guidelines incorporated herein by reference, form a legally binding contract between you and us.

Review the EGIL Privacy Policy for more information on how we collect and use data relating to the use of our services and products.

1.You are subject to these User Terms (a “User”) if:

  • you are a “Participant” which is defined as any individual or entity that signs up for, or accesses an Onvine account, or who attends, participates in, or interacts at, an Event. Examples include without limitation, individual Event attendees and speakers; or
  • you are a “Team Member” which is defined as any individual or entity that is affiliated with the Host (see below) and that uses or accesses the Services in any way. Examples include without limitation, event managers, agencies, consultants, contractors (such as for A/V services), sponsors, and exhibitors.

The term “Host” refers to the company, entity, institution, organisation, or individual who is the public facing “brand” of the virtual event (“Event”).

If the Host enters into customer terms with EGIL, it is a direct customer of EGIL and subject to these terms. If the Host is not a direct customer of EGIL, it typically means that the Host acquired the right to use the Services via a third party reseller or agency, in which case the Host’s use of the Services are governed by its agreement with that reseller or agency.

1.1 EGIL’s role

Events are organized and administered by the Host, not EGIL. We are a third party providing the Services and its incorporated technology platforms (the “Platform”) to facilitate an Event taking place. For the purpose of this Agreement, the Services includes the Platform.

We are not responsible and cannot be held liable for any matters described in the Host Responsibility section (below).

1.2 Host’s responsibilities

The Host has full control over the running of any Event. This includes the invitee list, when Events are created and how they are configured, and what functionality and third-party integrations are available for use at each Event.

The Host is solely responsible:

  • if an Event is cancelled;
  • for how an Event is run;
  • for ticket and merchandise sales and donation handling;
  • for marketing activities related to the Event;
  • for promotions, contests, and sweepstakes offered in connection with the Event;
  • for informing Participants of any relevant policies and practices and securing agreements and consents with its Participants (e.g., marketing and personal data consents);
  • for any content produced or provided;
  • for any activities carried out during an Event; and
  • for monitoring and managing the conduct of Users.

Please contact the Host directly for any of the above matters. It is solely the Host’s responsibility to respond to and resolve any dispute between the Host and any Participant or Team Member. The Host may also block or revoke a User’s access to its Event at any time and in its sole discretion.‍

2. Right to use Onvine

2.1. License

Subject to these User Terms, we grant you a limited, non-sublicensable license to access and use Onvine:

  • where you are a Team Member, for the internal business purposes of the Host only, to create, organize and host Events on Onvine; and
  • where you are a Participant, to attend and participate in Events for your personal, non-commercial purposes only, subject to any additional terms imposed by the Host.

2.2 Restrictions

You agree that you will not (unless you have our express prior permission):

  • violate our Community Guidelines
  • reproduce, duplicate, copy or resell any part of the Services or related content;
  • resell, rent, lease, sub-license, loan, provide, distribute, or otherwise make available, your right to use or access Onvine or any part of it, in any form, in whole or in part to any person without prior written consent from us or in respect to Event content except as permitted by the Host;
  • disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Onvine or any content on it nor attempt to do any such things, except to the extent permitted by law;
  • copy, translate, merge, adapt, vary, alter or modify, the whole or any part of Onvine or any content on it, nor permit Onvine or any part of it to be combined with, or become incorporated in, any other programs or channels, except as necessary to use Onvine as permitted in these User Terms;
  • use Onvine maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into Onvine or any operating system;
  • use Onvine in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users, including by removing, circumventing, damaging or otherwise interfering with security-related features that prevent or restrict use or copying, pasting, printing, downloading or sharing of any content, or that enforce limitations on the use of the Services or related content;
  • access, collect, harvest or modify any information, content or data related to the Services using any robot, spider, scraper or other automated means or any manual process for any purpose, or attempt to decipher any transmissions to or from the servers running Onvine;
  • access, search or create accounts for Onvine by any means other than our publicly supported interfaces (e.g. “scraping” or creating accounts in bulk);
  • access without authority, interfere with, damage or disrupt any part of the Services, any equipment or network on which the Services is stored, any software used in the provision of the Services, or any equipment or network or software owned or used by any third party;
  • use another user’s information (including email addresses) to contact them outside of Onvine without their express permission or authority, or to create or distribute mailing lists or other collections of contact or user profile information for other Users for use outside of Onvine; and
  • impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own.

3. Contributions and Personal Data

3.1 As part of an Event, you may make available certain content, downloadable files, and or data. You are responsible for these resources, and you assume all risks associated with them, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure that makes you or anyone else personally identifiable. You represent and warrant that you own or have the necessary rights, consents, and permissions to use and authorize the use of these resources as described herein.  You may not imply that resources are in any way sponsored or endorsed by EGIL.

We are not responsible or liable to you or any third-party for the content or accuracy of any resources. We may reject or remove resources that violate these Terms, or our Community Guidelines, but we have no obligation to do so.

3.2  Personal data in Contributions

The Host is the data controller of recordings of Event content, including any of your personal data embedded therein. We explain our role as the data processor of such personal data in the EGIL Privacy Policy, but we strongly encourage you to review the privacy notices and policies of the Host and other participants in the Event as applicable.

3.3 Children’s Data

You may not use the Services to collect data directly from children under the age of 16. In respect of any Event attended by children under the age of 16, a parent or legal guardian, as applicable, must register the minor.

3.4  Limited License to Contributions

Solely in connection with your interaction with the applicable Event, You grant to EGIL a worldwide, royalty-free, non-exclusive, sublicensable, transferable, perpetual, irrevocable, license to the Contributions to use, reproduce, modify, adapt, publish, translate, distribute, perform and display such Contributions in any form, format, media, and channel.

4. Intellectual property rights

All intellectual property rights in the Services throughout the world belong to us (or our licensors). You have no intellectual property rights in, or to, the Services other than the right to use it in accordance with these User Terms.

If you provide feedback, comments or suggestions for improvements related to any Onvine services or products (in written, oral, or any other form) (“Feedback”), you represent and warrant that you (a) have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. You (i) acknowledge that EGIL or Grapevine Software Limited may have something similar to the Feedback already under consideration or in development, and (ii) assign to EGIL your entire right, title, and interest (including any intellectual property rights) in and to Feedback. To the extent that any right, title, or interest cannot be assigned under applicable law, you hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback without any compensation, and waive any right, title or interest and consent to any action of EGIL, its service providers, successors, and assigns that would violate such right, title, or interest in the absence of such consent. You agree to execute any documents necessary to effect the foregoing assignment, waivers, or consents.‍

5. Promotional activities

You may promote, administer, or conduct a promotion, contest, or sweepstakes on, through or using Services (a “Promotion”), only if you:

(a) carry out all Promotions in compliance with all applicable laws and regulations, and our Community Guidelines;

(b) you make expressly clear that the Promotion is yours and that EGIL does not sponsor, co-sponsor, endorse or support the Promotion.

You will be solely responsible for all aspects of, and expenses related to, your Promotion, including, without limitation, the execution, administration, and operation of the Promotion, drafting and posting any official rules, selecting winners, issuing prizes, and obtaining all necessary third-party permissions and approvals.

We have the right to remove your Promotion from the Platform if we reasonably believe that your Promotion does not comply with applicable law or our Community Guidelines.

6. Limitation of Liability

6.1 Limitation of Liability for all Users who reside outside of the EEA and the United Kingdom

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the services remains with you. EGIL will not be liable for any incidental, special, punitive, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these terms; (ii) the use of or inability to use the services; (iii) any communications, interactions or meetings with other users or other persons with whom you communicate, interact or meet with as a result of your use of the services; (iv) any and all uses of the services; and/or (v) your misconduct or negligent use of the services, or the negligence or misconduct of a third party whether based on warranty, contract, tort (including negligence), product liability or any other legal theory.

In no event will EGIL’s aggregate liability arising out of, relating to your relationship with EGIL, these terms, your use of the services, exceed the greater of the amounts you have paid to EGIL in the twelve (12) month period prior to the event giving rise to the liability, or one hundred pounds sterling (GBP £100), if no such payment has been made. The limitations of damages set forth above are fundamental elements of the basis of the bargain between EGIL and you.

6.2 Limitation of Liability for all Users who reside in the EEA and the United Kingdom

If we fail to comply with these User Terms, subject to the limits listed below, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these User Terms, both we and you knew it might happen.

In no event will EGIL’s aggregate liability arising out of, relating to your relationship with EGIL, these terms, your use of the services, exceed the greater of the amounts you have paid to EGIL in the twelve (12) month period prior to the event giving rise to the liability, or one hundred pounds sterling (GBP £100), if no such payment has been made. The limitations of damages set forth above are fundamental elements of the basis of the bargain between EGIL and you.

6.3 Disclaimer of Warranties

The services are provided for general information and entertainment purposes only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from EGIL.

The services are provided “as-is” and on an “as available” basis and you use it solely at your own risk. EGIL does not represent or warrant that the functionality of any of the services will be in good repair or error-free or free from delays, defects, omissions, interruptions or inaccuracies. All representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed by EGIL to the maximum extent permitted by applicable law.

Therefore, WITHOUT LIMITING THE RELEASE OF LIABILITY:

  • to the fullest extent permissible by law, EGIL hereby disclaims and make no representations, warranties, endorsements, or promises, express or implied, as to: (i) the services (including resources); (ii) the functions, features, or any other elements on, or made accessible through, the services, including whether the services will be available at any particular time or location; (iii) whether information or instructions offered or referenced at or linked through the services is accurate, complete, correct, adequate, useful, timely, or reliable; (iv) whether the services or the servers that make the services available are free from any harmful components; and (v) whether your use of the services is lawful in any particular jurisdiction.
  • The services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. EGIL is not responsible for any delays, delivery failures, or other damage resulting from such problems.
  • In no event shall EGIL be liable for any direct, indirect, incidental, consequential, punitive, or any other damages of any kind or injuries arising from the services; and
  • You hereby acknowledge and agree that, except as may otherwise be limited by law, EGIL is not responsible or liable for any claim, including those that arise out of or relate to (a) any risk, danger, or hazard described in this agreement, (b) your use of, or inability to use, any of the services, (c) your breach of these user terms and/or your violation of any law, rule, regulation, and/or ordinance, (d) any negligence, misconduct, and/or other action and/or inaction by you or any third party.

6.4 Please back-up your content and data

While we have taken reasonable security measures, we recommend that you regularly back up any content and data used in connection with the Services.

6.5 Check that the Services are suitable for you

The Services have not been developed to meet your individual requirements. Please check that the facilities and functions of Onvine meet your requirements.

6.6 We are not responsible for events outside our control

If the provisioning of the Services is delayed by an event outside our control, we will contact you as soon as reasonably possible to let you know and we will take steps to minimize the effect of the delay. Provided we have acted reasonably in letting you know about the delay where it is possible for us to do so, we will not be liable for delays caused by the event.

6.7 We are not responsible for third party websites and services

The Services may contain links or referrals to third party and other independent websites and services which are not provided by us. Such websites and services are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use them, including whether to buy any products or services offered by them.

7. Termination

7.1 You may terminate these User Terms at any time by deleting your Onvine User account.

7.2 We can, in our sole discretion, terminate these User Terms and/or your right to access or use Onvine at any time, without notice, for any reason, including where we reasonably consider that (a) your use of the Services violates these User Terms or applicable law; or (b) we are unable to continue providing Onvine to you due to technical or legitimate business reasons. In the event of such termination:

  • EGIL revokes any licenses granted to you hereunder;
  • You must stop all activities authorized by these User Terms, including your use of Onvine.
  • You must delete or remove Onvine from all devices in your possession and immediately destroy all copies of Onvine which you have and confirm to us that you have done this.
  • We may take all steps necessary to prevent you from accessing or using Onvine including suspending your Onvine User account.

7.3 Where Host have terminated their customer relationship with EGIL in writing or have defaulted on their payments all User Terms will be terminated at the end of any outstanding period of subscription to the service.

8. Technical requirements

In order to use Onvine, it is necessary that you have a device that allows you access to the Internet, and an email. You expressly acknowledge and agree that we are not responsible for satisfying the foregoing requirements, and that the quality of messages, information or files sent, posted, streamed, published or otherwise transmitted using Onvine may differ from the uploaded stream or file, in order to conform and adapt to standards of transferring data, connecting networks, devices or requirements of Onvine.

9. Arbitration and Class Action Waiver

9.1 Contact Us First.

If you have a question or concern about the Onvine services, please contact us first. Our customer support team will try to answer your question or resolve your concern.

9.2 Agreement to Arbitrate

In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, you and EGIL mutually agree to give up our right to resolve disagreements in a court of law by a judge or jury and instead shall be resolved by final and binding arbitration to the fullest extent allowed by law.

9.5 Claims Not Covered by Arbitration

This arbitration agreement shall not require arbitration of the following types of claims: (1) small claims actions demanding £5,000 or less brought on an individual basis; and (2) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

9.10 Pre-Arbitration Notification and Negotiation Process

Prior to initiating an arbitration, you and EGIL each agree to first attempt to negotiate an informal resolution of any Claims covered in Section 9.2. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested. You must send such written notice to EGIL via email to [email protected] with “LEGAL NOTICE” in the subject line; EGIL will send such written notice to the email address you have provided to Onvine.

During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.

After a good faith effort to negotiate, if you or EGIL believe a Claim covered in Section 9.2 cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

10. Other important terms

10.1 Contacting us

If you are having any issues using the Services, please contact us at [email protected]

If we have to contact or notify you, we will do so by the contact information you provided us or via notification on the Platform or other reasonable method.

10.2 Updates to Onvine

From time to time we may automatically update and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. We will not need your consent to do this, and your continued use of the Services following the update will be subject to these User Terms.

10.3 If someone else owns the phone or device you are using

If you stream Onvine onto any phone, laptop, desktop or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these User Terms, whether or not you own the phone or other device.

10.4 Changes to these User Terms

We may change these User Terms to reflect changes in law or best practice, or to address changes in our Services. If you do not accept the changes, you are not permitted to continue using the Services.

10.5 Assignment and Transfer

We may transfer or assign our rights and obligations under these Terms to an affiliated party of EGIL or third party, with or without notice to you. You may not transfer your rights and obligations under these Terms to someone else without our prior written consent.

10.6 If a court finds part of this agreement illegal, the rest will continue in force

Each of the paragraphs of these User Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

10.7 Even if we delay in enforcing this agreement, we can still enforce it later

Even if we delay in enforcing these User Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these User Terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

10.8 Which laws apply to this contract and where you may bring legal proceedings

These User Terms are governed by English law, and you can bring legal proceedings in respect of the products in the English courts.

Last updated 05/08/2021