Terms of Usage

  1.  Definitions

    1.  “Attendee or User” is an individual person who attends an event and uses the Komenda service to ask a question, chat with other attendees, and vote other questions up or down.

    2.  “Audience” is the collection of all the attendees or users in a meeting or event.

    3.  “Customer” - a legal entity or its representative who contracts for use of the audience interaction management service for use in an event that the customer produces.

    4.  “Event” - There are three types of events.  They are: (A) “Customer Event” is a live in-person or virtual event with one or more individuals speaking before an audience in real-time where the members of the audience ask questions. (B) “Komenda Event” is a use of the Komenda platform in support of a specific Customer Event. (C) “Zoom Event” is a virtual time-boxed gathering over Zoom, typically considered to be a meeting, webinar, or broadcast.

    5.  “Komenda” is an online, real-time audience question and answer interaction management web-application service.

  2.  Service

    1.  WEDZERA offers Komenda, an audience interaction management service for use by customers who produce live events to solicit questions from the viewing audience. Komenda is now available for use within a Zoom meeting.

    2.  When a customer produces an event using Komenda, WEDZERA provides the customer a custom URL where the customer and the event attendees can access the service through a Zoom App within an active Zoom meeting.  

    3.  Attendees of the event can submit questions to a speaker or panel of speakers by logging into the Komenda app in Zoom and entering their questions.

    4.  The cost of this service is negotiated between WEDZERA and the customer who is producing the Zoom event.

    5.  The Customer’s license to use Komenda is time-limited and non-exclusive, and governed by the terms of the sales agreement.

  3.  Confidentiality

    1.  Terms of Usage are governed by the Komenda Privacy Policy available herein.

    2.  WEDZERA will exercise reasonable steps to preserve the confidentiality of its customers’ confidential information such as the names and email addresses of meeting attendees.  In return, Customers will protect WEDZERA’s confidential information, such as the negotiated cost of a service agreement.

    3.  Information that is confidential must be physically marked as confidential when transmitted.

    4.  Neither party is obligated to protect the confidentiality of information that: (A) Has already been disclosed publicly by some other channel.  (B) Was known by the receiving party prior to disclosure by the disclosing party. (C) The disclosing party makes public on its own.

  4.  Authorized Use

    1.  The Komenda question and answer management service is intended for use with guest speakers and audiences who ask questions and chat to other audience members during virtual or live events.   Customers agree to deploy Komenda in their events only for this purpose.

    2.  Customers and attendees alike are expected to truthfully represent themselves.  It is against the terms of service to represent themselves as anyone other than who they are.

    3.  Customers and attendees will not share their Komenda access credentials.  

    4.  Customers and attendees will not seek to harm WEDZERA or any other third party.

    5.  Customers and attendees will abide by all applicable laws when using Komenda.

    6.  Customers and attendees will not use hate speech in their interactions, or input other objectionable information, data, etc.  

    7.  Customers and attendees will not upload or transmit data that should not be shared with other members of the audience or the public at large.    

    8.  Neither customers nor attendees will seek to orchestrate activities through the audience interaction management system that seek to destabilize civil society.

    9.  Customers and attendees will conduct themselves with the understanding that any content or data could be extracted from the event instance and distributed by a third party, such as another audience member, who is with or without malicious intent.

    10.  Customers assume responsibility for their attendees understanding of and adherence to these standards of conduct and the terms of service.

  5.  Intellectual Property

    1.  WEDZERA retains all intellectual property rights in Komenda.  

    2.  Customer and attendee access to the system is granted solely for the use of the system. No intellectual property rights are contemplated or bestowed through customer and attendee access or use of the system.

    3.  Feedback - any intellectual property rights embodied in feedback provided to  WEDZERA by its Customers or attendees accrue to WEDZERA exclusively.

  6.  Customer Data

    1.  Personal data pertaining to attendees and any content they generate during an event belongs to the Customer.  WEDZERA will not use this data for any purpose other than improving its service.  

    2.  WEDZERA will provide transportable copies of event data to Customers for any request made prior to the event.  Requests made after an event will be honored up until the data is deleted for maintenance purposes in the normal course of provisioning the Komenda events.  Requests for event and attendee data made after the completion of routine maintenance cannot be granted.

    3.  Customer assumes all responsibility for compliance with data protection and data retention regulations once WEDZERA provides Customer with transportable copies of event data.  

    4.  WEDZERA only retains attendee/user login credential information to allow users to log back into Komenda without re-registering.  WEDZERA irretrievably expunges all other event data after the completion of an event.

  7.  Obligations and Warranties - Customer

    1.  The Customer assumes responsibility for managing their event, including setting the appropriate expectations of the attendees to their event.

    2.  If the customer license agreement involves custom configuration of Komenda, Customer agrees to provide WEDZERA with the stipulated information and assets pertaining to the platform look-and-feel or other functions of the system in accordance with the schedule defined in the sales agreement.

    3.  Customer agrees to provide first level support to the attendees of its event in accessing and using Komenda.

    4.  The Customer agrees to notify WEDZERA if they become aware of any potential security threats or data breaches related to Komenda.

  8.  Obligations and Warranties - Wedzera

    1.  WEDZERA warrants that it will exercise reasonable business efforts to provide Komenda according to the terms of its agreement with the Customer.

    2.  WEDZERA will follow all applicable laws and regulations, and adhere to the terms described in this agreement.

  9.  Publicity

    1.  WEDZERA may use the Customer name and business logo in its publicity, unless the Customer expressly requests otherwise.

  10.  Breach

    1.  If the Customer fails to comply with the terms of this agreement and breaches its obligations under this agreement - in particular under the sections entitled “Obligations and Warranties - Customer”, “Authorized Use” and/or “Intellectual Property,” WEDZERA may terminate this agreement, remove customer access to Komenda, and delete all Customer information.  

    2.  If there are losses incurred from this breach, Customer shall pay the related expenses incurred by WEDZERA.  

    3.  WEDZERA is entitled to request an injunction or equitable relief from a competent court of law if the losses from said breach exceed the awarded damages.  

  11.  Liability Limitations and Disclaimers

    1.  To the extent allowable by applicable law, WEDZERA provides the Komenda services on an “as is” and “as available” basis.  

    2.  WEDZERA does not guarantee anything that has not been explicitly stated in this agreement.  

    3.  WEDZERA’s maximum financial liability shall not exceed the amount indicated in the relevant Sales Agreement, and in no case more than the aggregate fees paid in the prior twelve months by the Customer for Komenda.  

    4.  Any relationships between the Customer and attendees of its events or other third parties are direct to each other, and not intermediated by WEDZERA in any way.

  12.  Payment and Fees

    1.  WEDZERA provides its services according to the negotiated prices and terms with its Customer.  

    2.  WEDZERA maintains the integrity and availability of a Customer account on the Komenda platform so long as the Customer is current in its payment of its invoices according to the negotiated terms.  

  13.  Term, Termination, and Changes

    1.  WEDZERA reserves the right to modify the terms and conditions at any time.  The most current version of terms and conditions will be available for reference here in the Komenda platform.  

    2.  Customers who do not agree with the changes may terminate their accounts for a pro-rata refund of the unused portion of their contract.

    3.  Customers who terminate their accounts without provocation or reasonable explanation of cause, may do so with 30 days notice but are not entitled to a refund of fees already paid.  

    4.  WEDZERA will give Customers 30 days notice before canceling any service without provocation.  In this case, WEDZERA will refund a prorated amount of prepaid fees.

  14.  Notices

    1.  All legal notices should be sent to legal@wedzera.com.  

    2.  WEDZERA will send any legal notices to the contact information provided by the Customer.

  15.  Severability and Entire Agreement

    1.  If any portion of this agreement is found to be void, the remainder of the agreement will continue in full force.

  16.  Assignment

    1.  Unless specifically stated in applicable laws, this agreement cannot be assigned or novated to a third party without the express written consent of the other party.

  17.  Rights of Third Parties

    1.  Third parties do not have any input to nor jurisdiction over this agreement, nor do they benefit from any term of this agreement.  

  18.  No Waiver

    1.  Failure to respond or assert its right to any term of this agreement does not waive a party’s right to the remaining terms of this agreement.

  19.  Force Majeure

    1.  If something occurs that is beyond the control of either party, and beyond the power of either party to overcome, that blocks either party from fulfilling its obligations under this agreement, both parties agree to release the other party from this agreement.

  20.  Relationship of the Parties

    1.  The Customer is buying the services of WEDZERA as its vendor - a mere service provider.  Nothing in this agreement construes a deeper relationship such as that of partner, joint venture, fiduciary, agent or otherwise.

  21.  What Survives

    1.  Even after this agreement terminates after completion of the agreement term, rescission, expiration or termination, the following obligations as described in the following sections will survive the termination of this agreement to the maximum time allowed by law: dispute resolution, liability limitations, disclaimers, intellectual property, confidentiality, user obligations, and any other terms that by the nature of what they contain are intended to survive.  

  22.  Jurisdiction, Governing Law and Dispute Resolution

    1.  Any disputes that arise which cannot be expeditiously resolved by the relationship owners of either party, will be addressed by the representatives of either party with appropriate authority to negotiate an amicable resolution in good faith.  

    2.  If the dispute remains unresolved for 60 days from the date of written notice, then the parties agree to resolve the dispute through arbitration in accordance with the laws of California.

© 2022 Wedzera
10 October 2022

WEDZERA
655 Oak Grove Ave, #272
Menlo Park, CA 94026B