Terms of Service

Orate, Inc.
Terms of Service

Effective October 25, 2015

Updated September 12, 2016

These Terms of Service (the “Terms”) govern your use of the website (www.orate.me) and related software and services (collectively, the “Orate Platform”) made available by Orate, Inc. (“Orate”, “we”, “us” or “our”). Our Privacy Policy explains the way we collect and use your information. Your use of the Orate Platform indicates that you agree on behalf of yourself or the entity that you represent (collectively, “you”) to be bound by these Terms. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE ORATE PLATFORM.
We reserve the right to modify these Terms prospectively at any time. We will post any changes to these Terms on our website, and will indicate the date the Terms were last revised. Your continued use of the Orate Platform after any such change constitutes your acceptance of the updated Terms.

The Orate Platform
The Orate Platform is an online platform operated by Orate, including related software and services, that allows organizers of events and conferences (“Organizers”) and individuals interested in speaking at events and conferences (“Speakers”) to discover each other, and facilitates the formation of contracts between Organizers and Speakers.

Organizers post events to which they may invite speakers to apply, and make inquiries with speakers on their profile to book them for an event. Speakers post profiles and reach out to organizers if they are interested in speaking on events. Speakers pay Orate a fee in connection with their delivery of services due to their discovery through the Orate platform. Orate collects the payment from the Organizers in connection with their receipt of services from the Speakers, and remits the money to the Speakers after deducting its fee. In addition, Orate charges a booking fee for unpaid Speakers.

If an Organizer and Speaker agree on terms, a service contract is formed directly between such Organizer and Speaker, subject to the terms set forth herein. Orate is a third party beneficiary to all such contracts.

Eligibility
In order to use the Orate Platform, you must first agree to these Terms in our registration process. If you are a Speaker, you are also required to register and set up a user account.

The Orate Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You agree that you are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

The Orate Platform is not currently intended to be used by any government or public entities or any individuals in their capacity as employees or contractors of a government or public entity. If you are a government user or otherwise accessing or using the Orate Platform in your capacity as an employee of a government or public entity, please contact Orate at [email protected].

Registration
When you register with Orate, you agree to provide us with true, accurate and complete information as requested in our registration process. You also agree to update such information promptly as necessary to keep it current and accurate. You are responsible for keeping your password and log-in information secure.

Financial Terms
An Organizer may book Speakers directly through the Orate Platform, or request Orate to provide its concierge service for booking Speakers.

Speaking and Booking Fees
Certain Speakers charge a fee for speaking, which is disclosed between parties on the Orate Platform (“Speaking Fee”). For Speakers who charge a Speaking Fee, Organizers shall pay 50% of the Speaking Fee at the time of booking, and the remaining 50% no less than thirty (30) days prior to the date that the Speaker performs its public speaking activities (“Service”). Orate charges such Speakers a fee equal to 20% of the Speaking Fee for the services of connecting them with the Organizers that hire them for the speaking engagement. Any payments that are received by the Speaker due to being discovered through the Orate Platform, up and until twelve months after the initial discovery, shall entitle Orate to this fee.

All bookings are subject to a fee per Speaker, whether the Speaker charges a Speaking Fee or not (“Booking Fee”). See pricing information here or contact us at: [email protected].

Subscription
Organizers may subscribe to the Orate Platform for an annual fee (“Subscription Fee”) to book an unlimited number of Speakers who agree to waive their Speaking Fee, without payment of any additional Booking Fee. See pricing information here or contact us at: [email protected].

The Organizer are responsible for paying periodic subscription fees, and hereby authorize any third party payment processor designated by Orate to charge their credit card, debit card, or bank account, to pay for the ongoing cost of subscriptions via automatic debit. Organizer represents and warrants that it has all necessary power and authority to authorize any payments hereunder and to use any credit cards or other payment methods utilized hereunder. Subscriptions will be automatically renewed for a term equal to the original term upon expiration of the then-current term, and continually thereafter, unless Organizer terminates the subscription at least five business days prior to the renewal of such subscription by sending an email to [email protected] Orate’s decision regarding termination of any Subscription shall be final and binding on Organizer. Organizer acknowledges and agrees that the authorization to charge Organizer's credit card for services shall automatically transfer to any successors or assigns of Orate for substantially similar services at the same website. Organizer may not assign or transfer his or her subscription to any other person or entity, or share its password with any other person or entity.

If an Organizer who has subscribed to the Orate Platform wishes to cancel the subscription, the Organizer must request Orate for the cancellation within 90 days of the Subscription start date by emailing Orate at [email protected] Orate will refund the entire Subscription Fee only if no Speakers were booked by the Organizer during the Subscription period. The Subscription Fee is non-refundable after 90 days have lapsed from the Subscription start date.

Payment of travel and other expenses will be determined on an individual Service Contract basis between Organizer and Speaker. Under no circumstance will Orate be responsible to pay travel or other expenses in connection with the performance of the Service.

Organizer hereby authorizes Orate to run credit card authorizations on all credit cards provided by Organizer, to store credit card details as Organizer’s method of payment for the Service, and to charge Organizer’s credit card (or any other form of payment authorized by Orate or mutually agreed to between Organizer and Orate) for payments due in accordance with these Terms. If Organizer fails to pay amounts due under these Terms, whether by cancelling Organizer’s credit card, initiating an improper chargeback, or any other means, Organizer’s Orate account will be suspended, no additional payments will be processed, and the Speakers in agreement with Organizer will be notified immediately and allowed to terminate the Contract(s) at no penalty to Speaker or Orate. Without limiting other available remedies, Organizer must reimburse Orate for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, Orate may set-off amounts due against other amounts received from or held for Organizer, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. The Organizer agrees to reimburse Orate for any expenses incurred collecting any and/or all of the payments agreed upon between Organizer, Orate and Speaker.

Following the date of the Service, the Organizer authorizes Orate to disburse Speaker Fee, minus Orate’s fee, to the Speaker. The “Speaker Fee” is the fixed fee agreed between an Organizer and a paid Speaker for the completion of the service requested by Organizer. Orate will automatically disburse funds to Speakers according to the payment instructions on file with Orate within fifteen (15) business days of the later of a) completion of the engagement; or b) receipt of payment from Organizer. Speakers may ask Orate to expedite payments. Orate reserves the right to refuse any such request and may assess a processing fee in connection with such a request. If Speaker elects disbursement through a third party, the third party may assess additional fees. In some instances, Orate may negotiate a unique subscription relationship.

All Orate Fees are non-refundable, whether or not Service Contracts were satisfactorily completed. Organizer shall make all payments relating to, or in any way connected with, a Service Contract through the Orate Platform. Any action that encourages or solicits complete or partial payment outside of the Orate Platform is a violation of these Terms.

Orate shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Speaker Fees. Orate may however, issue payment reminders to Organizers when payments are due. Organizer and Speaker will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Speaker’s performance of the service. Speaker shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Speaker Fees and for issuing any invoices so required. Speaker shall also be solely responsible for: (a) determining whether Speaker or Orate is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Speaker Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Orate, as appropriate; and (b) determining whether Orate is required by applicable law to withhold any amount of the Speaker Fees, notifying Orate of any such requirement and indemnifying Orate (either by permitting Orate to offset the relevant amount against a future payment of Speaker Fees or by refunding to Orate the relevant amount, at Orate’s sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Orate shall have the right, but not the obligation, to audit and monitor Speaker’s compliance with applicable tax laws. Further, in the event of an audit of Orate, Speaker agrees to promptly cooperate with Orate and provide copies of Speaker’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

In the event that Organizer fails to abide by the payment terms or there is another material breach of the contract, Speaker will be informed of the breach and Speaker will not be required to perform the Service. In the event of any cancellation initiated by Organizer due to a material breach, Organizer agrees to surrender a $200 cancellation fee if the cancellation is made less than ninety (90) days in advance of the date of the Service. Organizer agrees to surrender the deposit if the cancellation is made less than sixty (60) days in advance of the date of the Service. Organizer agrees to surrender the entire amount if the cancellation is made less than thirty (30) days in advance of the date of the Service. Organizer will receive a full refund if the cancellation is made more than ninety (90) days in advance of the date of the Service.

Speaker may cancel the agreement for the following reasons, with a reasonable attempt to provide Orate and Organizer with at least 48 hours notice: Superseding contractual agreement, illness, Force Majeure, Death of Immediate Relative or information relating to the sponsoring organization or event that creates a substantial Public Relations or Conflict of Interest issue. In the event Speaker cancels for one of these reasons, Organizer will be reimbursed their money, if Orate cannot provide Organizer with another speaker which is acceptable to Organizer. Damages for cancellation under any circumstance are limited to the refund of this money. No consequential damages or anything similar are allowed for under these Terms.
Neither Party shall be deemed to be in breach of these Terms or be liable for any failure of, or delay in, performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, strikes, power outages, acts or omissions by third-party subcontractors or suppliers, acts of civil or military authority, war, acts of regulatory or governmental agencies or shortages of materials.

Service Contracts
Organizers and Speakers may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). These Terms however, will govern and supersede any term or condition in a side agreement that purports to expand Orate’s obligations or restrict Orate’s rights under these Terms.

Your Conduct

You will not access (or attempt to access) the Orate Platform by any means other than the interface provided, and you will not use information from the Orate Platform for any purpose other than the purpose for which it was made available.
You will not engage in any activity that interferes with or disrupts the functioning of the Orate Platform.
You will not upload or attach an invalid or malicious or unknown file on the Orate Platform.
You will not insert any external links that may be malicious or unknown to you
You will not use the Orate Platform for offering any goods or services, other than (i) the public speaking service and (ii) if you’re a Speaker, any goods or services sold publicly by you or any entity of which you’re an employee.
You agree not to “scrape” or disaggregate data from the Orate Platform (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Orate Platform for any other service.
You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with the Orate Platform, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.
You may not grant, resell or sublicense access to the Orate Platform, or any of the rights granted to you herein, to any third party.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Orate Platform.
You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or access the source code from which any component of the Orate Platform is compiled or interpreted, and nothing in these Terms may be construed to grant any right to obtain or use such source code.
You agree not to copy, duplicate or imitate, in whole or in part, any concept, idea, business model, business process, product, service or other intellectual property or other ideas or content embodied in the Orate Platform or learned by you from your use of or access to the Orate Platform.
You agree not to use the Orate Platform to violate any local, state, national or international law or to impersonate any person or entity, or otherwise misrepresent your identity or your affiliation with a person or entity. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third parties’ intellectual property rights.
You will not copy, reproduce, distribute or create derivative works from any information, content, software or materials provided by Orate, or remove any copyright or other proprietary rights notices contained in any such information, content, software or materials without the copyright owner’s prior written consent.

You agree not to remove from the Orate Platform, or alter, any of Orate’s or any of our licensors’ trademarks, trade names, logos, patent or copyright notices, or other notices or markings.
You will not distribute, sublicense or otherwise transfer access to the Orate Platform to others.

In addition to the above, if you are a Speaker, you shall perform Service in a professional and workmanlike manner and shall timely deliver any agreed-upon advance work.

Identity and Account Security.
Orate reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Orate, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide information about you and your business when requested is a violation of these Terms. You are solely responsible for ensuring and maintaining the secrecy and security of your Orate account password. You agrees not to disclose this password to anyone, and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the Orate Platform. You must notify Orate at [email protected] immediately if you suspect that your password has been lost or stolen. You acknowledge and agree that Orate’s account security procedures are commercially reasonable.

No Endorsement or Warranty
You acknowledge that Orate does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any content or information uploaded to or otherwise made available on the Orate Platform (“Content”), whether by Orate or by or on behalf of any user, or any opinion or result derived from any such Content. You further acknowledge that Orate does not provide any warranty for any content uploaded to or otherwise made available through the Orate Platform.
These Terms does not create a partnership or agency relationship between Organizer, Speaker or Orate. Speaker is an independent contractor and in exclusive control over the means, method & details of fulfilling the service it agrees to provide to the Organizer. Organizer acknowledges that Orate does not, in any way, supervise, direct, or control Speaker’s work or service performed in any manner, and disclaims any and all liability relating thereto.

Your Content and Licenses
Orate does not assert ownership over any of Your Content. Rather, subject to the rights granted to Orate and our users in these Terms, you retain full ownership of all of Your Content and any intellectual property rights or other proprietary rights thereto.

You understand and agree that you are solely responsible for all of Your Content. By uploading your Content on the Orate Platform, you grant Orate a non-exclusive, transferable, fully paid, worldwide license to use, copy, reproduce, process, adapt, publish, transmit, host and display Your Content for the purpose of (i) providing you the Orate Platform and associated support; and (ii) analyzing and improving the operation of the Orate Platform.

You authorize Orate to store copies of any or all of Your Content as we deem necessary in order to facilitate the operation of the Orate Platform.

You represent and warrant that you have all rights, consents and/or permissions necessary to grant the licenses in the previous paragraph, including under any and all copyright, trademark, and other intellectual property rights, as well as any moral rights, rights of privacy, rights of publicity and similar rights of any type in or to Your Content. You may not upload to or otherwise make available on the Orate Platform any Content for which you do not have all necessary rights, licenses, consents or permissions needed to so make available such Content on the Orate Platform.

If you elect to utilize any third party application in connection with your use of the Orate Platform, by doing so you are consenting to your Content being shared with such third party application. To understand how such third party application provider utilizes your Content and other information, you should review their privacy policy.

You understand and agree that Orate may, but is not obligated to, review Content posted to the Orate Platform from time to time, and that we may delete or remove (without notice) from the Orate Platform any of Your Content in our sole discretion, for any reason or no reason, including if in our judgment such Content violates these Terms, might be offensive or illegal, or might harm or violate the rights or threaten the safety of our users or third parties.

Dealings with Third Parties; Enforcement of Agreement and Policies.
Orate has the right, but not the obligation, to suspend or cancel your access to the Orate Platform if it believes that you have violated or acted inconsistently with the letter or spirit of these Terms or violated our rights or those of another party. Without limiting Orate’s other remedies, we may suspend or terminate your account, use other remedies necessary to collect amounts due to Orate, and refuse to provide any further access to the Orate Platform to you if (a) you breach any terms and conditions of these Terms or other written policies and procedures posted on the Orate Platform; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other users or for Orate. Once suspended or terminated, you MAY NOT continue to use the Orate Platform under a different account or reregister under a new account. If you attempt to use the Orate Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of these Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled by Orate for default, you may no longer have access to any part of the Orate Platform.

You are solely responsible for your interactions with other users of the Orate Platform and any other third party, including any disputes between you and any other user of the Orate Platform. YOU AGREE THAT ORATE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING FROM ANY DEALINGS BETWEEN YOU AND ANY OTHER USER OF THE ORATE PLATFORM OR OTHER THIRD PARTY.

We reserve the right, but have no obligation, to monitor or attempt to mediate any dispute between you and any other user of the Orate Platform.

Indemnity
You agree to indemnify, defend and hold harmless Orate, and its directors, officers, agents, contractors, partners and employees, from and against any loss, liability, claim, demand, damages, costs and expenses (including reasonable attorney’s fees) arising out of or in connection with (i) any allegation that any of your actions while using the Orate Platform infringe or misappropriate any intellectual property or other proprietary right of a third party or violate any applicable law, (ii) your conduct in connection with the Orate Platform and use of the Orate Platform, and/or (iii) any violation by you of these Terms. You shall not agree to any settlement offer or terms unless approved by Orate.

Intellectual Property Rights in the Orate Platform
Except as otherwise provided elsewhere in these Terms, the Orate Platform (including the layout and organization of the Orate Platform and the content available thereon) is the intellectual property of Orate or our licensors, with all rights reserved. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. You may not use the Orate Platform except as necessary for the purposes of discharging its obligations under these Terms and any Service Contract entered into by you. Orate reserves the right to withdraw, expand and otherwise change the Orate Platform at any time in Orate’s sole discretion. You shall not be entitled to “frame” or “mirror” any content contained on, or accessible through, the Orate Platform, on any other server or internet-based device.

Any feedback, comments or suggestions you may provide regarding the Orate Platform is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligations to you.

Subject to the terms and conditions of these Terms, Orate grants you a non-exclusive, revocable, limited license to access and use the Orate Platform, and to access, use, export and download the content available thereon, all solely as enabled by the Orate Platform and subject to these Terms. Any use of the Orate Platform or any content available thereon other than as specifically authorized in these Terms, without the prior written permission of Orate, is strictly prohibited and will automatically terminate the foregoing license granted to you. Also, this license will terminate upon any suspension, termination or cancellation of your access to the Orate Platform.

Copyright Protection
The U.S. Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that any Content uploaded or otherwise made available on the Orate Platform infringes upon any copyright which you own or control, you may so notify us at [email protected] Orate may also at its sole discretion limit access to the Orate Platform or terminate the account of any user who infringes any intellectual property rights of others.

Trademarks
All trademarks, service marks, logos and trade names associated with Orate and/or the Orate Platform, whether registered or unregistered, are proprietary to Orate (or to other companies where so indicated). Such marks may not be used, including as part of others’ trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Orate.

Disclaimers
ORATE MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, ORATE PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORATE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST ORATE WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION IS TO STOP USING THE ORATE PLATFORM.

Without limiting the foregoing, you acknowledge that Orate is not responsible or liable in any manner to you for any Content uploaded to or otherwise made available on the Orate Platform, whether uploaded or made available by users of the Orate Platform, by Orate, by a third party, or by any of the equipment or software underlying the Orate Platform. Orate shall not be responsible for any deletion, correction, destruction, damage, loss, failure to store, or theft of (or unauthorized access to) any of Your Content.

In connection with making the Orate Platform available, we engage certain third-party vendors that provide hardware, software, networking, storage, and/or related technology necessary for the operation of the Orate Platform. Accordingly, our operation of the Orate Platform, including making Your Content available on the Orate Platform, may involve (i) transmissions of Your Content over various networks; (ii) changes to Your Content to conform and adapt it to technical requirements of connecting networks or devices, and (iii) transmission of Your Content to third-party vendors. In light of the foregoing, you acknowledge that you will be solely responsible for the security of Your Content and for protecting and backing up Your Content.

The Orate Platform may be temporarily unavailable from time to time for maintenance or other reasons. Orate is not responsible for any technical malfunction or any other problem with any network or service, server or other equipment, software, or any other system associated with your use of the Orate Platform. Under no circumstance will Orate be responsible for any loss or damage to your equipment, software or other technology resulting from your use of the Orate Platform or any Content available on the Orate Platform, or for any loss or damage you incur from any interactions with another user of the Orate Platform (whether online or offline).

Orate reserves the right to modify the Orate Platform at any time without notice.

Limitations on Liability
IN NO EVENT WILL ORATE OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARTNERS OR AGENTS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER SPECIAL OR INDIRECT DAMAGES (INCLUDING FOR ANY LOST BUSINESS PROFITS, LITIGATION COSTS OR LOST DATA) OR FOR PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE ORATE PLATFORM, EVEN IF ORATE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ORATE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE ORATE PLATFORM SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO ORATE IN CONNECTION WITH YOUR USE OF THE ORATE PLATFORM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Termination
Orate may terminate your access to the Orate Platform, delete your account and/or prohibit you from using or accessing the Orate Platform for any reason or no reason at any time in its sole discretion, with or without notice. You may cancel your account at any time by electing the account deletion option in the account settings functionality of the Orate Platform.

Confidentiality.
All Organizers and Speakers agree to maintain absolute confidentiality of the terms, conditions and arrangements agreed upon by such persons and/or associated with the presentation by the Speaker. To the extent an Organizer or Speaker provides Confidential Information to the other, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Orate, to any Organizer or Speaker engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of the Service for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through Orate Platform for use by Speaker or Organizer).

If and when Confidential Information is no longer needed for the performance of the Service for the relevant Contract, or at the Organizer’s or Speaker’s written request (which may be made at any time at Organizer’s or Speaker’s sole discretion), Organizer or Speaker (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Organizer or Speaker, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this section within ten (10) days after the receipt of disclosing party’s written request to certify.

For the purpose of these terms, “Confidential Information” means any intellectual property or proprietary information disclosed by Organizer or Speaker and any other information provided to, or created by, you for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Speaker or Organizer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by the receiving party prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by the receiving party without use of Confidential Information.

Governing Law and Dispute Resolution
Any controversy, dispute or claim arising out of or relating to these Terms, including by not limited to a Service Contract, (“Claims“) shall be governed by and construed in accordance with the domestic laws of the state of Virginia, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.

You hereby agree that any Claims shall first be settled through negotiation. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, it must be resolved through arbitration using the Commercial Arbitration Rules of the American Arbitration Association in effect at the time arbitration commences. Any arbitration shall take place in the Washington, D.C. metro region. A single neutral arbitrator shall conduct the arbitration hearing and decide the issues submitted to arbitration. The single neutral arbitrator may fashion either equitable or legal relief, or both, as limited by this provision. The arbitrator may award full reimbursement to the prevailing party for such out-of-pocket expenses or losses together with any other damages to which the prevailing party is entitled, including, without limitation, reasonable attorneys’ fees, costs and expenses of arbitration that the evidence supports. The arbitrator’s decision shall bind the parties as a final decision enforceable in a court of competent jurisdiction. The prevailing party may confirm the arbitrator’s award in a court of competent jurisdiction. If either party refuses to satisfy an arbitration award, then the other party shall have the right to receive reimbursement for all of its costs incurred to confirm that award, including a reasonable attorneys’ fee.

Miscellaneous
These Terms constitute the entire agreement between you and Orate regarding the use of the Orate Platform, superseding any prior agreements between you and Orate relating to your use of the Orate Platform. The failure of Orate to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void. We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Orate Platform updates or changes, via email.

Questions
If you have any questions regarding these Terms, please contact us by sending an email to [email protected]