MEETINGRESULT TERMS OF SERVICE

 By using the MeetingResult program (“MR Program”), services (“MR Services”) provided by MeetingResult LLC (“MeetingResult”), related to the MR Program, and accompanying materials including web pages, user manuals, FAQs, etc. (“MR Documentation”), (collectively, “MR Program”), you, the entity described in your contact information as provided, (“You”) agree that these Terms of Service (“Agreement”) will govern the relationship between You and MeetingResult LLC and that you intend to be bound thereby.

MeetingResult reserves the right to update and change the Agreement from time to time without notice. Any new features that augment or enhance the current MR Program (defined below), including the release of new tools and resources, shall be subject to the Agreement.

WHEREAS, You have downloaded the MR Program and seek to create an account within the MR Program to use the functionality thereof, and

WHEREAS, You desire to utilize a limited or paid version of the MR Program in contemplation of acquiring access to the MR Program.

1. DEFINITIONS

1.1 Approved Device(s). Hardware acceptable for use with the MR Program, see Subsection 4.2 for specific devices.

1.2 Computer Code. Executable code (e.g., binary) or language-based statements (e.g., source code) executable by a computer either directly or indirectly with the aid of a compiler.

1.3 MR Program. The software with functionality and characteristics described Subsection 4.4.

1.4 MR Services. Any work done by MeetingResult in support of the MR Program, including but not limited to development services, installation services, training, consulting, support, telephone support, and such other services.

1.5 MR Documentation. MR Documentation includes (a) all of the written, printed, electronic, or other format materials published or otherwise made available by MeetingResult that relate to the functional, operational, and/or performance capabilities of the MR Program and/or any software; (b) all user, operator, system administration, technical, support, and other manuals and all other written, printed, electronic, or other format materials published or otherwise made available by MeetingResult that describe the functional, operational, and/or performance capabilities of the MR Program and/or any software including but not limited to the functional specifications; and (c) any other material that is not software. Documentation shall not include Computer Code.

1.6 MR Program. The MR Services, and the MR Documentation.

1.7 Activate (or Activation, etc.). The action that removes the initial barrier, present at the time of download, to Your access and use of the MR Program, irrespective of Your right to use or access the MR Program or its components.

1.8 MR Subscription. The payment of fees for the MR Program license, at your Level, as prominently posted on the Meeting Result website or otherwise as offered in an agreement between You and MeetingResult.

1.9 Level. The MR Program shall be offered at multiple levels, including Individual, Team, and Enterprise. Each level shall have unique functionality and pricing.

2. ACCEPTANCE AND LICENSE TERMS

2.1 Acceptance of MR Program, Limited License. By clicking “Accept” and providing information about You requested by MeetingResult (“User Information”), You agree to enter into this Agreement. Without fee, MeetingResult will send to You Activation information and You may maintain the MR Program on an Approved Device for purposes of using the functionality of the MR Program subject to the limitations of your Level.

2.2 Acceptance of MR Program, Full License. By entering into, and fulfilling, payment for MR Subscription and satisfying the Preconditions of Section VI, You receive a Full License of the MR Program to use as applicable to your Level.

2.3 Level 1: Individual Meeting Planner License. Conditioned on payment of applicable annual subscription fees,, You shall be granted an Individual License (“Individual License”) to use the MR Program until terminated by You in accordance with this Agreement or until expiration. The Individual License shall consist of a nontransferable, and non-exclusive license to operate the MR Program, access to Individual License functionality and access to related MR Documentation during the Term of this Agreement. Any rights not expressly granted herein shall be reserved for MeetingResult. You shall not permit any third party to use the MR Program except as described in this subsection or otherwise specifically authorized in writing by MeetingResult. The specifics of the Individual License functionality shall have the attributes as prominently posted and updated on the MeetingResult website.

2.4 Level 2: Team Meeting Planner License. Conditioned on payment of applicable annual subscription fees,, You shall be granted a Team Meeting Planner License (“Team License”) to use the MR Program until terminated by You in accordance with this Agreement or until expiration. The Team License shall consist of a nontransferable, and non-exclusive license to operate the MR Program including ten (“10”) authorized Team Member user accounts, access to Team License functionality and access to related MR Documentation during the Term of this Agreement. Any rights not expressly granted herein shall be reserved for MeetingResult. You shall not permit any third party to use the MR Program except as described in this subsection or otherwise specifically authorized in writing by MeetingResult. The specifics of the Team License functionality shall have the attributes as prominently posted and updated on the MeetingResult website.

2.5 Level 3: Enterprise Meeting Planner License. Conditioned on payment of applicable annual subscription fees,, You shall be granted an Enterprise Meeting Planner License (“Enterprise License”) to use the MR Program until terminated by You in accordance with this Agreement or until expiration. The Enterprise License shall consist of a nontransferable, and non-exclusive license to operate the MR Program including unlimited authorized Team Member user accounts, access to Enterprise functionality and access to related MR Documentation during the Term of this Agreement. Any rights not expressly granted herein shall be reserved for MeetingResult. You shall not permit any third party to use the MR Program except as described in this subsection or otherwise specifically authorized in writing by MeetingResult. The specifics of the Enterprise License functionality shall have the attributes as prominently posted and updated on the MeetingResult website.

2.6 Account Information. You will set up, and maintain the accuracy of, a user account (“User Account”) with Your User Information that includes at least one point of contact authorized to accept written (which shall include electronic) communications from MeetingResult.

3. MEETINGRESLT SERVICES UNDER THE LICENSE

3.1 Limitation of Services. As part of the Licenses, MeetingResult shall provide the standard services (“Standard Services”) expressly described in Subsection 3.2. MR Services may be supplemented by a subsequent agreement, but unless expressly indicated in such subsequent agreement, this Agreement shall be controlling.

3.2 Standard Services. MeetingResult maintains a group of highly trained email support specialists who will be familiar with the MR Program. The Standard Services will accept a reasonable number, according to our subjective preferences, of emails to MeetingResult’s support organization from each user of the MR Program, This support group will assist You with user account creation, upgrading different licensing Levels, and answering questions related to the use of the MR Program. Under the Standard Services, MeetingResult will receive emails from You during the hours of 9:00 A.M. to 5:00 P.M. Eastern Standard Time, Monday through Friday excluding MeetingResult holidays.

3.3 Optional Services. Additional customer service, that is to say all services not expressly mentioned in Subsection 3.2, may be provided for additional compensation pursuant to a separate agreement between You and MeetingResult.

4. MR PROGRAM

4.1 Access. MeetingResult shall provide access to the MR Program via the Internet for Individual License, Team License, and Enterprise Licenses, for each authorized user. You shall maintain an account with current information on the authorized users.

4.2 System Hardware. You will supply all necessary system hardware to access the MR Program. Complete access to all licensed MR Program functionality can be achieved on a computer with an Internet connection and an appropriate Internet browser. You agree to provide all network communications maintenance services required to support your use of the MR Program.

4.3 Third Party Software. The MR Program is not a standalone software product; that is to say, the MR Program requires an appropriate operating system software and compatible network communications software. You shall have sole responsibility to obtain and pay for any third party software necessary to operate the MR Program.

4.4 MR Program Attributes. The MR Program is a meeting management software application that allows individuals using the software to plan, execute and manage tasks associated with conducting certain types of business meetings.

5. MR DOCUMENTATION UNDER THE FULL LICENSE

5.1 Right to Reproduce. Under each license type, You shall have the right, at no additional charge, to reproduce solely for Your own internal use, all MR Documentation furnished by MeetingResult pursuant to this Agreement. All copies of MR Documentation made by You shall maintain any proprietary notice or stamp that has been affixed by MeetingResult.

5.2 Manner of Production. Under each license type, MeetingResult shall furnish for You, and authorized users, at no additional charge, an electronic copy of the MR Documentation sufficient to enable You and Your authorized users under the Payment Plan to operate the MR Program. All MR Documentation shall be in the English language.

6. (Reserved)

7. DURATION AND TERM

7.1 Term. This Agreement shall become effective as of the date that You create an account with MR (“Effective Date”) and shall expire when terminated under this Agreement (“Term”).

7.2 Renewal. This Agreement shall renew on the date that You enter into the MR Program (“First Renewal Date”) and shall terminate one (1) year from the First Renewal Date, and shall be subsequently renewed in one (1) year intervals every anniversary of the First Renewal Date (“Subsequent Automatic Renewal Date”) unless (i) You provide MeetingResult with at least thirty (30) days notice of Your intent not to renew prior to the next Subsequent Automatic Renewal Date or (ii) otherwise terminated under this Agreement.

7.3 MeetingResult’s Right of Termination. MeetingResult may suspend access to Your account, or terminate Your account, with or without notice according to these Terms. Reasons for MeetingResult suspending or terminating Your account may include, without limitation: (i) breach or violation of these Terms or any separate Agreement executed between You and MeetingResult, (ii) an extended period of inactivity (determined in MeetingResult’s sole subjective discretion), (iii) Your nonpayment of any fees or other sums due MeetingResult or any other party related to Your use of the MR Program, (iv) the discontinuance or material modification of the MR Program (or any part thereof) or (vi) unexpected technical or security issues or problems.

MeetingResult will provide at least 30 days advance notice to You at the point of contact contained in Your User Account in the event MeetingResult elects to terminate Your account.

7.4 Your Right of Termination. Unless otherwise provided herein, You shall have the right to terminate this Agreement by giving written notice to MeetingResult if MeetingResult breaches any of the conditions or provisions of this Agreement and fails to cure within thirty (30) days after receiving written notice from You or fails to take reasonable steps to cure the violation within thirty (30) days after receiving written notice from You.

7.5 Duties Upon Expiration/Termination. Termination or Expiration of the Agreement shall be without prejudice to any rights to either party, or that the terminating Party may otherwise have against the other Party. Upon termination by MeetingResult, all money owed shall become immediately due and payable. Upon termination of this Agreement, You shall immediately discontinue Your use of the MR Program. You shall destroy all MR Documentation that You possess and certify the destruction thereof.

7.6 Retention of Data. MeetingResult shall have no obligation to retain information provided by You subsequent to the date of Termination.

8. WARRANTY, DISCLAIMER, AND REMEDIES.

8.1 MEETINGRESULT WARRANTIES. AS OF THE EFFECTIVE DATE, MEETINGRESULT WARRANTS AND REPRESENTS (I) THAT IT WILL PERFORM THE MEETINGRESULT SERVICES AT A PROFESSIONAL LEVEL OF QUALITY; (II) THAT IT OWNS OR HAS THE LEGAL RIGHT AND AUTHORITY TO PROVIDE THE MR PROGRAM AS CONTEMPLATED BY THIS AGREEMENT, (III) THAT THE MR PROGRAM FUNCTIONS ACCORDING TO ITS EXPRESS SPECIFICATIONS; AND (IV) THAT THE MR PROGRAM DOES NOT INFRINGE OR MISAPPROPRIATE ANY COPYRIGHT, TRADE SECRET, MASK WORK. NOTWITHSTANDING THE FOREGOING, MEETINGRESULT DOES NOT WARRANT THAT THE MR PROGRAM PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. MEETINGRESULT DOES NOT MAKE, AND MEETINGRESULT HEREBY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES WITH REGARD TO THE MR PROGRAM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU UNDERSTAND THAT MEETINGRESULT USES THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO RUN THE MR PROGRAM, MUCH OF WHICH IS NOT UNDER THE DIRECT CONTROL OF MEETINGRESULT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, MEETINGRESULT DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL EXPRESS WARRANTIES WITH REGARD TO THE MR PROGRAM. ALL MR PROGRAM COMPONENTS PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED OR PERFORMED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND YOUR USE OF THE MR PROGRAM IS SOLELY AT YOUR OWN RISK.

8.2 Your Warranties. You represent and warrant to MeetingResult that You have all requisite power and authority to execute and deliver this Agreement and to perform the Your obligations hereunder. This Agreement has been duly and validly executed and delivered by You, and constitutes a valid and binding obligation by You, enforceable against You in accordance with its terms. You further represent that Your representations of Section IX are objectively accurate.

8.3 Your Sole Remedies. If the MR Program fails to comply with any of the functional or performance representations or any applicable warranty, within thirty (30) calendar days of Your valid notice to MeetingResult of such breach, MeetingResult may elect one of the following options (at its sole discretion) (i) repair, replace, or correct the MR Program, (ii) and/or provide corrective services, (iii) and/or provide supplementing software without any cost to You as required to repair, replace, or correct such defective MR Program, or portions thereof. If MeetingResult in its subjective opinion is not able, or it is not commercially reasonable or feasible, to repair, replace, or correct the MR Program, or portions thereof, as described in this subsection within such thirty (30) calendar day period, Your sole remedy shall be to terminate this Agreement and receive a refund of all monies paid to MeetingResult for the MR Program equal to three months of service prior to the date that You provide notice of the alleged breach.

8.4 Limitation of Damages. MEETINGRESULT SHALL NOT BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM, FOR ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (I) MATTER BEYOND ITS REASONABLE CONTROL; (II) LOSS, INACCURACY, OR CORRUPTION OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES; OR (III) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL; OR (IV) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID BY YOU FOR THE LICENSE TYPE YOU PURCHASE FOR USE OF THE MR PROGRAM CORRESPONDING TO THREE MONTHS OF SERVICE PRIOR TO THE DATE THAT YOU PROVIDE NOTICE OF THE ALLEGED BREACH , IN EACH CASE EVEN IF MEETINGRESULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE –

9. GENERAL

9.1 Non-waiver. Failure by either Party at any time to require the performance of the other Party of any of the terms hereof shall in no way affect such Party’s right thereafter to enforce the same, nor shall the waiver by either Party of the breach of any provision hereof be taken or held to be a waiver of any succeeding breach.

9.2 Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid or unenforceable by a court of competent jurisdiction or an arbitrator, such provision shall be deleted from this Agreement and the Agreement shall be construed to give full effect to the remaining provisions thereof.

9.3 Governing Law. The validity, construction, interpretation and performance of this Agreement shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Virginia except as to its principals of conflicts of laws and the parties hereto irrevocably submit to the jurisdiction and venue of the courts of Virginia to resolve any dispute arising hereunder or related hereto.

9.4 Entire Agreement. This Agreement contains and represents the entire agreement of the parties and supersedes all prior agreements, representations, or understandings, oral or written, express or implied with respect to the subject matter hereof.

9.5 Assignability. This Agreement shall be binding upon and inure to the benefit of each Party and its respective successors and assigns. You may not assign any rights or obligations hereunder by either Party without the prior written consent of MeetingResult, which consent shall not be unreasonably withheld.

9.6 Independent Contractors. The parties agree that MeetingResult is an independent contractor in the performance of the Services under this Agreement.

9.7. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of MeetingResult and You. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement.

9.8 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed properly given if delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, or sent by electronic mail to the point of contact in Your Master User Account (to You) or to the MeetingResult point of contact described below (to MeetingResult), and shall be deemed to have been given when transmitted. Unless otherwise specified by the parties in writing, any such notice or communication shall be addressed to:

If to MEETINGRESULT:

Bryan Field
161 Fort Evans RD NE
Suite 210
Leesburg, VA 20176
bfield@meetingresult.com