BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THESE HeySummit PLATFORM TERMS.

If the individual accepting this Agreement is accepting on behalf of a company or other legal entity (“Entity”), such individual represents that they have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Customer,” “You,” “Your” or a related capitalised term shall refer to such Entity and its Affiliates. The terms “We,” “Our” or a related capitalised term shall refer to Hey Summit Ltd. Customer and HeySummit are collectively referred to as the “Parties” and individually as a “Party.”

Definitions

“Add-Ons” means additional HeySummit features or functionality, such as additional Registrations and additional support, that You elect to purchase or enable, but that are not included in Your Subscription Plan.

“Add-On Fees” means the fees payable for any applicable Add-Ons.

“Affiliate” means a party associated with You through the Event.

“Agreement” means this HeySummit Standard Platform Terms with any Orders and exhibits incorporated by reference.

“Contributions” means any content, information, and data, such as chat messages or files, submitted to the Platform by a Participant.

“GDPR” means the adopted General Data Protection Regulation of the United Kingdom.

“Documentation” means any written or online articles and user manuals, specifying the features, functionalities, and limitations of the Services and Platform as made available by HeySummit, including but not limited to those available at heysummit.com

“Event” means an online or hybrid event hosted on or facilitated by the Platform.

“Event Content” means the materials and content that You or others transmit through or store on the Platform, including but not limited to materials to be displayed during Events, Contributions, audio-visual content, speakers, interactive content, and any other materials or content that You or others make available or submit to the Platform in connection with Your Events and recording thereof, but excluding any IP Rights and property owned by HeySummit or its licensees.

“HeySummit” means HeySummit Limited, incorporated and registered in England and Wales with company number 11538852 whose registered office is at 71-75 Shelton Street, Convert Garden, London, WC2H 9JQ, and any of its successors or assignees, with all its Affiliates.

“Community Guidelines” means the Community Guidelines located at Community Guidelines

“HeySummit’s Terms of Service” means the terms located at Terms of Service

“Host” means the Event Organiser that may be a company, business, individual, or organisation that uses HeySummit as a platform to host their Events. If You are an event manager, agency, or third party contractor helping to manage an Event on behalf of your client, you are an Organiser, and your client is the “Host” of the Event.

“IP Rights” means any respective patents, inventions, copyrights, trademarks, logos, service marks, trade names, domain names, trade secrets, know-how and any other intellectual property and proprietary rights.

“Law” means any applicable laws of the United Kingdom.

“Non-HeySummit Products” means third party products, applications, services, software, networks, systems, directories, websites, databases and information, which the Service links to, or which You connect to or enable integration with, in connection with Your use of the Service.

“Order” means HeySummit’s system-generated sales order executed by You and Us, or the Services You select during the online ordering process, each that incorporates this Agreement.

“Organisation” means a profile within a HeySummit account that identifies the Host of an Event, under which individual Events are created and managed.

“Organiser” is a general term for You, the Host, or Team Member that leads or helps manage Your Event.

“Participant” means those individuals, other than Customer or Team Members, whom You invite to attend an Event or who actually attends an Event, and includes attendees, speakers, and event sponsors.

“Personal Data'' is defined by the General Data Protection Regulation.

“Platform” means the HeySummit event platform generally accessible at heysummit.com and/or app.heysummit.com and includes its associated software, services, products, information, networks, components, APIs, and Documentation.

“Registration” means a type of individual license seat that allows one Participant to register to attend one of Your Events, whether or not such Participant actually participates or attends such Event.

“Service(s)” means the products and services referenced in an Order referencing this Agreement, which may include Your Subscription Plan and any Add-Ons, but expressly excludes Non-HeySummit Products.

“Subscription Fee” means the fee payable for the applicable Subscription Plan. Subscription Fee is separate from the Ticket Commission.

“Subscription Period” means the license period for the applicable Subscription Plan.

“Subscription Plan” means the specific HeySummit subscription plan You purchased as specified in Your Order.

“Team Member” means Your employees and personnel, and those of Your third party vendors and sponsors, who You authorize to access and use Your Organization, including but not limited to Your Event moderators and event managers.

“Team Member Seat” means a licensed seat required for each Team Member to access the Platform under Your Subscription Plan, and where such license seats may have different levels of access and features (such as certain Organisers who require higher levels of access because they are leading and managing a team of Team Members).

1. SCOPE

1.1. Services. Subject to this Agreement and payment of the applicable fees, HeySummit will provide the Services specified in Your Order, and hereby grants You a non-exclusive, non-transferable, non-sublicensable (subject to Sections 1.2 and 1.3) revocable right to access the Platform and use the Services during the applicable Subscription Period. The license granted hereunder is personal to You, and You may not re-use or share Your license with a third party, such as Your own customer or client, unless otherwise agreed to in a separate writing.

1.2. Non-HeySummit Products. Non-HeySummit Products are governed solely by the terms and privacy policies of such Non-HeySummit Products. HeySummit is not responsible or liable for, and makes no representations or warranties as to, any aspect of such Non-HeySummit Products. By enabling Non-HeySummit Products, You are expressly permitting HeySummit to disclose Your Event Content and applicable account data as necessary to facilitate the use or enablement of such Non-HeySummit Products. Integration with any Non-HeySummit Product is provided as a courtesy and based on the then-current Non-HeySummit Product’s service and integration method. HeySummit shall use reasonable efforts to continue such integration but makes no promises or guarantee that such integration shall remain throughout the Subscription Period.

1.3. Upgrades; Add-Ons. You can upgrade Your Subscription Plan or purchase Add-Ons at any time during Your Subscription Period by visiting Your account. Your upgrade or Add-On will be effective immediately once We successfully charge Your payment method for the increased fees. If Your Subscription Plan has the same renewal period (e.g., month-to-month or annual renewal), We will charge You for the prorated difference between Your current subscription and the upgraded one based on the number of days left in Your current Subscription Period so that Your Subscription Plan renewal date remains the same. If Your Subscription Plan is changing from month-to-month to annual, We will charge You immediately for the full annual Subscription Fee and reset Your renewal date for one year thereafter.

1.4. Downgrades. You can downgrade Your Subscription Plan or reduce Your Add-Ons during a Subscription Period in Your account, but such downgrades will not become effective until the end of Your current Subscription Period, and You will not receive a refund or credit for such downgrade or reduction of features. Downgrading Your Subscription Plan may cause loss of content, features, or functionality of the Service available to You, and HeySummit accepts no liability for such loss.

1.5. Support. HeySummit provides remote monitoring of the Platform and Services, We will make commercially reasonable efforts to provide the Services but availability is not guaranteed and may be disrupted, unavailable, or inoperable due to: (a) unforeseeable circumstances, or foreseeable circumstances that despite Our commercially reasonable measures to prevent are not within Our ability to fully prevent (including but not limited to widespread internet disruptions, interruption of services by Our service providers that was not caused by Us, and malicious third party acts); (b) emergency security measures; or (c) planned downtime of which We will give advance notice to the account owner.

2. TERM, TERMINATION

2.1. Term. Unless Your subscription expires due to non-renewal or is otherwise terminated earlier, at the end of your Subscription Plan it will automatically renew for a Subscription Period equal in length to the then-expiring Subscription Period. Unused Registrations expire at the end of the then-current Subscription Period and do not rollover to any renewal term.

2.2. Fee Changes. HeySummit may increase or decrease the Subscription Fees in its sole discretion. Any change to the Subscription Fees will only become effective upon renewal of Your Subscription Plan. We will give you reasonable prior notice of any change in Subscription Fees to give you an opportunity to terminate Your Subscription Plan before such change becomes effective.

2.3. Non-Renewal. Either Party may elect to not renew any Subscription by providing notice before the end of the then-current Subscription Period. Expiration of the Subscription Plan due to non-renewal will be effective as of the end of the then-current Subscription Period.

2.4. Payment Upon Termination. If We terminate this Agreement or an individual Order for cause under Section 2.4, You must immediately pay any unpaid fees for the remainder of such Subscription Period, in addition to any other amounts You may owe HeySummit.

2.5. Export of Event Content. For 10 calendar days after the effective date of termination or expiration of this Agreement, Your Event Content will be available to You for export or download as provided in the Documentation. After the above period has lapsed following the termination of this Agreement, HeySummit has no obligation to maintain or provide the Event Content, and may delete Your Event Content unless prohibited by Law.

3. FEES AND PAYMENTS

3.1. Fees and Taxes; Payment Method. You authorise HeySummit to charge Your credit card or other payment mechanism approved by HeySummit (“Payment Method”), for any amounts due for the amounts stipulated by Your Order and for any Taxes owed as a part of this Agreement, immediately when due without prior notice to You. You must provide valid and current credit card payment information at all times. If You fail to make any timely payment, or fail to correct Your payment information when requested to effect Payment, We may suspend or end Your access to the Service, in addition to Our other remedies. We will not be liable for any loss of data or Event Content if it is lost as a result of the suspension of Your account as a result of a failure to pay any and all amounts due.

3.2. Overages. You authorise HeySummit to charge Your Payment Method immediately for any Services (including Taxes) You use above the Subscription limitation, such as additional Registrations or Team Member Seats used over Your allotment.

3.3. Late Fees. In addition to any applicable late fees or charges, any unpaid principal balance shall accrue interest at the rate of 2% per month, or the highest rate of interest permitted by law, whichever is lower, starting fourteen (14) days after notice to You that payment is delinquent, until the balance is paid. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all Our costs for such action, including any reasonable legal fees.

3.5. Currency; No Refunds. All fees are due and payable in the currency specified by HeySummit, unless otherwise agreed. All fees are non-refundable and Your payment obligations are non-cancelable.

3.6. Free Trial. HeySummit may, at its sole discretion, offer a Subscription Plan with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by HeySummit until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription Plan, you will be automatically charged the applicable Subscription Fee for the type of Subscription Plan you have selected. During Your Free Trial, the Services are provided “AS-IS” and expressly excludes and disclaims all warranties as well as the HeySummit indemnification in Section 11.

4. OWNERSHIP OF EVENT CONTENT

4.1. Event Content. As between You and HeySummit, You are the owner of Event Content and retain all ownership rights thereto. You grant HeySummit a non-exclusive, sub-licensable, license to use, store, edit, reproduce, modify and copy that Event Content solely as necessary for HeySummit to provide You the Services.

5. DATA

5.1. Personal Data. We explain in detail how Personal Data is handled between the Parties in Our Privacy Statement You have sole responsibility for the legality, reliability, integrity, accuracy and quality of any Personal Data You provide to HeySummit for processing. You must have an appropriate lawful basis (and where necessary have obtained valid consent or agreement) for processing Personal Data by You on and through the Platform. Neither Party will provide the other Party with any sensitive or special personal data, such as health data or financial account numbers. It is Your sole responsibility to maintain up to date terms and conditions regarding Your usage of personal data and the communication of those terms and conditions to the Participants.

5.2. Transfer of Personal Data. If Personal Data originates from a Team Member or Participant in the EEA, and such Personal Data is transferred to a non-EEA country, HeySummit shall do so in compliance with the DPA and subject to the standard contractual clauses adopted by the European Commission which are incorporated into the DPA.

5.3. Subprocessors and Subcontractors. You agree that HeySummit may use third party processors and contractors, to process Event Content and personal data and to otherwise provide the Services. We shall be responsible for the acts and omissions of such subprocessors and subcontractors to the same extent We would be responsible if HeySummit was performing the Services. The names and locations of all subprocessors used for the processing of personal data under this Agreement are listed as a part of Our Privacy Statement.

6. USE OF THE SERVICES

6.1. Seat and Registration Management. Each Subscription Plan includes a limited number of Team Member Seats that may be filled by Your Team Members and Registrations that may be filled by Your Participants. Team Member Seat login account credentials cannot be shared or used by more than one individual at a time, but Seats can be reassigned to replacement Team Members. You and Your Team Members must maintain the confidentiality of all Team Member login credentials and mechanisms. You shall not attempt to circumvent the Subscription Plan licensing and feature limits or restrictions. You are solely responsible for Your Team Members’ compliance with this Agreement and for all activities that occur under Your account, whether authorized or not (unless such unauthorised access was caused by HeySummit). You acknowledge that Registrations are payable regardless of whether or not the Participant attends the Event. HeySummit reserves the right to monitor Your usage of the Services for Your compliance.

6.2. Content and Conduct. You will comply with the Community Guidelines which are incorporated into this Agreement. HeySummit has the right to remove any content if in HeySummit’s reasonable opinion, that content does not comply with the Community Guidelines or exposes HeySummit or HeySummit’s users to any potential liability or risk. HeySummit will make good faith efforts to promptly notify You (whether before or after the removal). We shall not be liable to You, Team Members, Participants, or any other third party for any such content removal.

6.3. Your responsibility for Users at Your Events. You will enforce the HeySummit User Terms with Your Participants and Team Members. You are liable for the actions or inactions of such Participants or Team Members under this Agreement as if they were Your own. HeySummit is not liable to You for any violations of the HeySummit User Terms by Your Participants or Team Members. You are responsible for all aspects of dealing with Your Participants and Team Members, such as Your Event-specific rules or conditions, securing consent or agreement from speakers, securing marketing consents from Participants, collection of payment from Participants, handling all complaints and inquiries related to ticket pricing and refunds, the specific details and content of Your Event, and personnel matters related to Team Members. If You become aware of any behavior by Participants that would constitute a violation of the HeySummit User Terms, You are responsible for prohibiting any further access to the Event, which can be done at any time through Your account.

6.4. Modifications. HeySummit may modify any feature or functionality of the Services and reserves the right to discontinue either at any time. HeySummit shall provide You with commercially reasonable advance notice of deprecation of a material feature that affects You via email or the Platform.

6.5. Temporary Suspension. We reserve the right to suspend or restrict access to the Services if: (a) We reasonably believe that You or Your Event violate this Agreement or Your Team Members or Participants violate the HeySummit User Terms; or (b) We suspect or detect any viruses, malware, Trojan horses, time bombs, or other similar harmful software connected to Your account, Event, or Participants. We shall not be liable to You or any third party for any such suspension.

6.6. Cooperation. You shall timely cooperate with HeySummit to provision the Services, including but not limited to, giving HeySummit accurate information, access, and materials as reasonably necessary to provide You the Services. You acknowledge that Your delay or failure to do so may result in Your inability to use all or a part of the Services, in which case HeySummit will not be liable.

6.7. No Resale; Restrictions. Any licenses or rights granted to You hereunder are personal and non-transferable. You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Services to a third party. The foregoing does not prohibit authorised use of the Services by Your Team Member, Affiliates, and contractors, solely as reasonably necessary for You to use the Services; provided that such Team Members, Affiliates and contractors are legally bound to comply with Your obligations hereunder and You remain liable for their violation of this Agreement. You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorised access to the Services or related systems or networks; (b) attempt to bypass or break any security or limiting mechanism on the Services or use the Services in a manner that interferes with or disrupts the integrity, security or performance of the Services; falsely imply any sponsorship or association with HeySummit; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Services or Platform; (d) use or launch an automated system that accesses the Service in a manner that materially and adversely affects the security, availability, or stability of the Services; or (e) unlawfully use the Services or violate a person’s privacy rights.

6.8. System Requirements. Use of the Services requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.‍

6.9. Marketing Consent Responsibility. You are solely responsible for seeking and securing any and all marketing and communication consents from Participants in connection with Your Event and use of the Services. ‍While HeySummit may provide features or functionality to facilitate Your marketing activities or collection of marketing consents, You are solely responsible for ensuring You comply with applicable law. HeySummit does not provide advice on how to comply with Law for Your marketing activities.

7. ANALYTICS

7.1. Analytics. HeySummit may aggregate, collect, and analyse information relating to the provision, use and performance of the Services, and may use such information to provide You the Services, and improve Our services and other offerings (“Analytics”). HeySummit may also disclose the Analytics solely in an aggregated and anonymised format such that neither You, nor any other customer, individual or household, can be identified or re-identified, and solely for the purposes of providing You the Services and improving Our services and other offerings. HeySummit may also disclose Analytics if required by law or government order..

8. CONFIDENTIAL INFORMATION

8.1. “Confidential Information” means all information disclosed by one Party to the other Party in tangible form and designated as confidential; or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality regarding such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

8.2. Each Party will protect the other’s Confidential Information from unauthorised use, access, or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise permitted under this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information (a) solely to the employees, non-employee service providers, or contractors who need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of an administrative agency or court of competent jurisdiction provided that the receiving Party gives the disclosing Party sufficient notice to enable it to seek an order to limit or prevent such disclosure; or (c) as reasonably necessary to comply with Law.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. Each Party retains all rights, title, and interest in its respective IP Rights. The rights granted to You, Team Members, and Participants to use the Service(s) under this Agreement convey no additional rights in the Services or any Intellectual Property Rights of HeySummit associated therewith. Subject only to the limited rights expressly granted herein, all rights, title and interest in the Services and Platform, including all related IP Rights, belong exclusively to HeySummit.

9.2. If applicable, You grant HeySummit a fully paid, royalty-free, worldwide, transferable, sublicensable, assignable, irrevocable, and perpetual license to use, modify, exploit, and incorporate, any suggestions, enhancement requests, recommendations, or other feedback related to the Platform or Services, given to HeySummit by You, Your Team Members, or other third parties acting on Your behalf.

10. REPRESENTATIONS AND DISCLAIMERS

10.1. Mutual Representations. Each Party represents to the other that (a) this Agreement is a binding and enforceable agreement; (b) no third party authorisation or approval is required for its execution or performance of this Agreement; and (c) the execution and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is bound.

10.2. Disclaimers. THE PLATFORM AND SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM HEYSUMMIT OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. INDEMNIFICATION

You will indemnify HeySummit and its Affiliates, and their respective directors, employees, agents, consultants, advisors, and other representatives (“HeySummit Indemnitees”) against all amount awarded in, or paid in settlement of, any Claim, and expressly excludes any consequential, incidental, indirect, punitive, special damages, service replacement costs, cover damages or similar liabilities that are payable to third parties who use the Services, arising out of a any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought by a third party against HeySummit Indemnitees: (a) alleging that Your Event Content infringes or misappropriates a third party’s IP Rights; (b) arising from Your breach of this Agreement, or (c) arising from or related to Your violation of the Community Guidelines or Law.

12. LIMITATION OF LIABILITY

12.1. DAMAGES EXCLUDED. HeySummit and its Affiliates will not be liable to You under this Agreement, under any legal theory (whether in contract, tort, negligence or otherwise) for any incidental, consequential, indirect, special, exemplary, or punitive loss or damages; or for lost profits, lost sales or business, lost data (through no fault of HeySummit), business interruption, loss of goodwill, costs of cover or replacement, whether or not such Party has been advised of the possibility of such damages.

12.2. MONETARY CAP. HeySummit’s aggregate liability to You and Your Affiliates arising out of this Agreement, shall not exceed the Subscription Fees paid by You during the twelve (12) months before the first event giving rise to such liability. This limitation of liability applies in aggregate to Your and Your Affiliates' claims and shall not be cumulative.

12.3. EXCLUSIONS. Notwithstanding Section 12.2, nothing in this Agreement excludes or limits the liability for (a) either Party for death or personal injury caused by its acts or omissions; (b) either Party’s gross negligence, fraud, fraudulent misrepresentations, or intentional misconduct; (c) fees payable to HeySummit; (d) Customer’s breach of the license hereunder; or (e) Customer’s indemnification obligations in Section 11.

12.4. Risk Allocation. The Sections on limitation of liability, disclaimer of warranties, and warranties allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing of the Services and is an essential element of the basis of the bargain between the Parties. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or personal injury or death, so some of the above limitations may not apply to You. In these jurisdictions, such Party’s liability will be limited to the greatest extent permitted by Law.

13. GENERAL

13.1. Compliance with Laws. Each Party agrees to abide by all Laws to the extent applicable to its performance or exercise of its rights under this Agreement.

13.2. Anti-Corruption. Each Party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employees or agents of the other Party in connection with this Agreement. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party.

13.3. Economic Sanctions and Export Controls. You agree that You will not use, and will not permit any other party to use HeySummit or participate in an Event in violation of this Agreement or the Community Guidelines, or in a manner that violates, or could cause HeySummit to violate, economic sanctions or export control laws or regulations of the United Kingdom, the United States or any other jurisdiction, and You agree that You are solely responsible for compliance with all such laws and regulations.

13.4. Assignment. You may not, directly or indirectly, by law or otherwise, assign any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our prior written consent, which consent will not be unreasonably withheld. We may, without notice to You and without Your consent, assign or transfer this Agreement to any Affiliate of HeySummit, or in connection with any merger or change of control of HeySummit or its Affiliates, or the sale of all or substantially all of Our assets. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns.

13.5. Customer List. You agree that Your name and standard logo (as published by the Customer on HeySummit) may be included by HeySummit on the HeySummit client list on its website and in its sales materials. HeySummit shall be entitled to use said list freely in its commercial efforts.

13.6. Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days before the effective date of any material amendment that materially and adversely affects Your rights under this Agreement, and Your continued use of the Services following the effective date will be Your agreement to any such amendment. Amendments that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any amendments to this Agreement.

13.7. Waiver. Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision of this Agreement.

13.8. Severability. If a provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

13.9. Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

13.10. Notice. You agree to accept all notices and other communications between You and HeySummit on this website or at the primary email address associated with Your account. Any notice to HeySummit under this Agreement must be in writing and delivered by email to [email protected] with “LEGAL NOTICE” in the subject line. Your email notice to HeySummit is effective as of the day sent if sent by 5 pm GMT or the day after if sent after 5 pm GMT.

13.11. Governing Law. This Agreement and any disputes or claims relating to it or its validity, performance subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed under, the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the Courts of England and Wales subject to Section 14.2 (if applicable).

You represent that the choice of law to govern this Agreement is a valid choice of law under the laws of the country in which You are based and Your submission to the jurisdiction of the courts specified above is valid and binding on You.

13.12. Survival. Sections 2 to 14 survive any expiration or termination of this Agreement.

14. DISPUTES

14.1. Informal Resolution. HeySummit wants to address Your concerns without resorting to a formal legal case. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party first. If a dispute is not resolved within 30 days of notice, You or HeySummit may bring a formal proceeding.