Terms and Conditions for Evaluation of Slido Studio

These terms and conditions for evaluating Slido Studio (the “Terms”) are applicable to and govern Your evaluation and testing of Slido Studio, powered by Webex Events (the “Platform”). Socio Labs LLC (“Socio”), a wholly owned subsidiary of Cisco Systems, Inc (“Cisco”) and You are referred to in these Terms individually as a “Party” and collectively as the “Parties”. By choosing to evaluate the Platform, You acknowledge Your agreement to these Terms.

1. Applicable terms and conditions

Your use and evaluation of the Platform shall be governed by following terms and conditions:

• These Terms
• The Terms of Service for Webex Events (incorporated by reference into these Terms)
• The Privacy Policy for Webex Events (incorporated by reference into these Terms)

In the event of conflict between these Terms and the Terms of Service for Webex Events, these Terms shall prevail.

2. Term and Termination

These Terms shall take effect on the date You select the option to evaluate the Platform (“Effective Date”) and shall expire ninety (90) days after the Effective Date (the “Term”), unless earlier terminated in accordance with the terms hereof or by the mutual written consent of the Parties. Either Party may terminate Your evaluation of the Platform upon ten (10) days prior written notice to the other Party without cause.  Socio may terminate Your evaluation of the Platform immediately upon written notice to You in the event of Your material breach of these Terms. All provisions other than Section 2 shall survive termination of these Terms.

3. Ownership; Use of Platform and License

Title to and ownership of the Platform shall be and always remain in Socio. Socio shall retain all right, title, and interest in the Platform (including all intellectual property rights therein). There are no implied licenses under these Terms, and all rights not expressly granted are hereby reserved. Socio grants to You a limited, non-transferable, non-exclusive, revocable, royalty-free and fully paid license (without the right to sublicense) to use, evaluate and test the Platform during the Term. You will:

4. Restrictions

You will not:

1. permit any party to access or use the Platform other than Your employees; sell, resell, rent, lease or sublicense the Platform, or use the Platform to provide timeshare or other services to third parties;
2. create derivative works based on the Platform, copy, frame or mirror any part of the Platform, other than copying or framing Your data or content for Your internal business operations; decompile, disassemble, reverse engineer, access or use the Platform to build a competitive product or service, copy features, functions or graphics;
3. use the Platform to store or transmit infringing, libelous, or unlawful or tortious material or transmit material in violation of privacy rights;
4. use the Platform to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the Platform or attempt to gain unauthorized access to the Platform or related systems; or
5. infringe or misappropriate Socio’s or its licensors’ intellectual property.

5. Feedback

You grant Socio a royalty-free, worldwide, perpetual license to use and incorporate into Socio’s products and services any suggestion, idea, enhancement, marketing, advertisement, feedback, recommendation You provide to Socio relating to the Platform. You will not earn or acquire any intellectual property rights in any Socio products or services, even if Socio incorporates Your feedback into its products or services.

6. Confidentiality

The Parties acknowledge that they may each obtain Confidential Information in connection with these Terms and their relationship. “Confidential Information” means confidential and proprietary information received by the receiving Party (“Recipient”) from the disclosing Party (“Discloser”) in connection with these Terms and their relationship, which: (a) is conspicuously marked; or, (b) is information which by its nature should reasonably be considered confidential; or, (c) if verbally disclosed, is summarized in writing to the Recipient within 14 days. Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates and contractors who have a need to know such information in connection with these Terms and are under written confidentiality obligations no less restrictive than the terms set forth in this Section. Recipient will be liable for any breach of this Section by its employees, affiliates and contractors.  Recipient’s nondisclosure obligation will not apply to information which: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser’s Confidential Information if required pursuant to a regulation, law or court order; provided that, Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same. Neither Party shall disclose the terms and conditions of these Terms without the prior written consent of the other Party.  Any press release or publication regarding these Terms is subject to both the prior review and the written approval of both Parties.

7. Warranty

THE PLATFORM PROVIDED UNDER THESE TERMS IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, REPRESENTATIONS OR INDEMNITIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR FREE, OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEM, OR DATA.

8. No assignment

Neither the rights nor the obligations arising under these Terms are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect.

9. No Continuing Obligations

Nothing contained in these Terms shall create any obligation for Socio to license the Platform following the Term; Nothing contained in these Terms shall create any obligation for You to order a subscription to the Platform following the Term.