Terms of Use

These Terms of Use (Terms) apply to your access and use of the website located at www.keynoter.io (Website) and any mobile application or other tools through which Keynoter Limited (New Zealand Business Number: 9429052391125) (called we, us or our below) makes its online marketplace services accessible (Platform).

Acceptance of these Terms

By applying for an account with us, accessing the Platform, or using the Website you and the entity you represent (you or your) agree to be bound by these Terms. If you do not wish to agree to these Terms, including any updated version of these Terms, you must stop using the Platform and the Website.

How the Platform works

Our Platform facilitates:

the connection of keynote speakers (Keynoters) with entities and individuals wishing to book a Keynoter (Customers) through viewing profiles and interaction via a private messaging platform, and
booking and payment between Keynoters and Customers for virtual talks and Q&A sessions globally (Keynote Services).

When a reservation request for Keynote Services is accepted by the Keynoter, a binding contract is created between the Keynoter and the Customer.
The public area of the Website is open to all website visitors.
The Platform allows Customers the ability to create a profile, browse Keynoter profiles, check Keynoter availability, read reviews and submit a reservation request. The Platform allows Keynoters the ability to create a profile, view Customer profiles, determine their availability and fee for Keynote Services, respond to requests to be connected with a Customer, and accept or decline a reservation request.
We may make changes to the Platform, its functionality or features at any time.

What the Platform does not offer

We do not introduce, select or supply Keynoters to Customers. We do not employ any Keynoters nor are we an employment agency or a recruitment agency for any Keynoters.
We do not verify, review, evaluate, interview, screen, vet or perform background checks on Keynoters or Customers nor do we verify any content posted to the Platform by a Keynoter or Customer. We do not carry out any background checks on or vetting of Customers or Keynoters. It is essential for Customers to conduct their own due diligence to ensure the suitability of a Keynoter to provide Keynote Services.
We rely on Keynoters and Customers to provide us with accurate information when setting up an account. We do not verify or check the information provided by Keynoters and Customers, and we don't make any representation relating to the accuracy of this information.
We are not a party to any contract between a Keynoter and Customer for the supply of Keynote Services. Customers are responsible for engaging Keynoters and compliance with all applicable laws in connection with any legal relationship they establish.

How to create an account on Keynoter

You must have a valid account to use the services of the Platform. To create an account you must:

be aged 18 and over
have a valid email address
have the legal capacity to form a contract with us under law, and
be approved by us at our sole discretion.

Keynoters acknowledge their personal information will be displayed on the Platform and publicly visible (other than contact email). We may edit Keynoter profiles for quality control purposes (such as to correct grammar, remove external links or upload higher quality photos).
Customer details and profile will not be publicly visible but will be visible by Keynoters.
All Keynoters and Customers warrant the details provided to us when applying for an account are accurate and up to date.
We may, at our sole discretion, decline an application to register an account with us.
You must not attempt to re-register an account with us if we have terminated your account for any or no reason.
You are responsible for safeguarding your account password and any other credentials used to access that account. You must keep your account password secure, not let anyone else use your account, and notify us of any unauthorised use of your account.

Booking, fees and payment for Keynote Services

The fee charged by a Keynoter for Keynote Services is determined by that Keynoter (Keynoter Fee).
Once a Keynoter has been connected with a Customer through the Platform, all bookings and payments between the Keynoter and Customer must be made through the Platform.
Bookings for Keynote Services are made by a Customer selecting a date and time on the Keynoter's profile and submitting a reservation request. The reservation request may include a brief and other relevant documents detailing the services required.
We charge a service fee of 10% of the Keynoter Fee (Service Fee). We may change the amount of the Service Fee from time to time.
We facilitate payment for Keynote Services via our third-party payment provider. You must accept the terms and conditions applicable to that third-party payment provider. The Customer must pay all payment processing fees charged by that third-party payment provider in addition to the Keynoter Fee and our Service Fee (together the Total Payment).
When submitting a reservation request the Customer must supply valid credit card details. The Customer's credit card will be pre-authorised to pay a deposit of 20% of the Total Payment (Deposit). If the Customer's credit card is not able to be pre-authorised for the Deposit the reservation request will be declined.
Following a reservation request by a Customer for Keynote Services, the Keynoter must respond within 72 hours, or the reservation request will be deemed to be declined. If the Keynoter accepts the reservation request, a contract is formed between the Keynoter and the Customer for the supply of Keynote Services for the Keynoter Fee. The Customer's credit card will be charged for the amount of the Deposit.
The balance of the Total Payment will be charged to the Customer's credit card seven days prior to the date the Keynote Services will be performed. If the Customer's credit card is not able to be charged, and we are unable to contact the Customer to pay the balance immediately, the Keynote Services will be cancelled and the Deposit will be forfeited. In this event we will pay the Keynoter the amount of the Deposit, less our Service Fee and the relevant payment processing fees.
We will pay the Keynoter Fee to the Keynoter within seven days of the Keynoter Services taking place. Keynoters need to hold valid accounts with Stripe to receive payments from us.
Our obligation to pay the Keynoter Fee is subject to receipt of the corresponding Total Payment from the Customer and completion of the Keynoter Services.

Booking cancellations and refunds

Customers or Keynoters may reschedule or cancel an accepted booking for Keynote Services at any time before the agreed start time within their account on the Platform.
If a Customer cancels an accepted booking after paying the Deposit but prior to paying the balance of the Total Payment, the Customer will not be entitled to a refund of the Deposit but will not be required to pay the balance of the Total Payment. The Keynoter will be paid the Deposit less the Service Fee and payment processing fee.
If a Customer cancels an accepted booking after paying the Total Payment, the Customer will not be entitled to a refund. The Keynoter will be paid the Keynoter Fee.
If a Keynoter cancels an accepted booking (or fails to show up for the session), the Customer will be entitled to a full refund of the Total Payment and the Keynoter will not be paid the Keynoter Fee.
Multiple cancellations by a Customer or Keynoter may result in a warning, and persistent cancellations may result in the suspension of their account or permanent cancellation of their account.

Reviews and other user content

The following user-generated content (User Content) may be uploaded to the Platform:

photos and information when creating your profile, and
reviews and ratings of Keynoters, which may be displayed on Keynoter profiles.

You give us indefinite, worldwide rights to use, copy, change, display or share (free of charge) all User Content for the purposes of operating, improving, developing, marketing and promoting the Platform.
Where a Customer posts a review of a Keynoter, the Customer must not post any review that is offensive, discriminatory, threatening or harmful. Keynoters agree that we are not required to moderate, verify or remove any reviews posted on the Platform about you.
Keynoters may not close their accounts and re-register in order to prevent a review or rating from being associated with their account.
Any reviews or ratings posted by other users are the views of that person based on their experience. You may not experience the same results.

Disputes between Keynoters and Customers

If any disputes or disagreements arise between Customers and Keynoters relating to Keynote Services (including payment for Keynote Services), the Customer and Keynoter must resolve any such disputes directly with each other. While we will not be a party to any such dispute, we may facilitate communication between Customers and Keynoters and, if necessary, offer assistance in dispute resolution.

Privacy, data security and data use

All personal information collected by us will be stored, used and shared in accordance with our Privacy Policy, which is incorporated into these Terms.
We will store and process your data in a manner consistent with industry security standards. We have implemented appropriate technical, organisational, and administrative systems, policies, and procedures.

Our intellectual property rights

Unless stated otherwise, neither these Terms nor your use of the Platform or the Website grant you intellectual property rights in the content, images, text, arrangement, layout or functionality of the Website and the Platform (other than your User Content).
These Terms do not grant you any right to use our trademarks.
You may not copy, imitate, reproduce, display, distribute, transmit, decompile, reverse-engineer or otherwise use our content without our express permission, or as permitted by the functionality of the Website and Platform.
If you submit any feedback or suggestions to us regarding our Platform, we may use and share them for any purpose without any compensation or obligation to you.

Acceptable use of Website and Platform

When using the Website and the Platform, you must not:

alter the Website or use the Website in a way that could interfere with the performance of the Website, the Platform or any other user's use of the Website or Platform
disable or interfere with any security-related features of the Website or the Platform
use any programs, scripts, bots or other automated technology to scrape or access the Website or the interfaces through which we make our Platform available or hijack user accounts
copy, store or distribute the Website's content
purchase, use, or access the Platform for the purpose of building a competitive product or service or for any other competitive purposes
host or transmit content that is or contains false, inaccurate, or intentionally deceptive information that is likely to cause harm to the public or adversely affect the public interest
misuse our Platform by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions that we provide
store or transmit any viruses, malware, or other types of malicious software, or links to such software, through the Website or Platform or that could harm or interfere with the Website or other users of the Website.

You must not use the Website or the Platform:

for any offensive, unlawful, discriminatory, threatening, defamatory, fraudulent or harmful purposes or for any activity that violates the rights of others, including to organise or incite violence, harassment, terrorism, or property damage
for any phishing, trolling or similar activities
to defraud, scam, hack, swindle or deceive other users of the Website or the Platform
to collect contact information of other users or to send any unsolicited communication to other users
to impersonate any other person or organisation, or
in any manner that infringes the intellectual property of any person or organisation.

Behaviour Guidelines

Customers agree they must not:

record any Keynote Services unless expressly agreed in advance in writing by Keynoters; or
share or use the video link outside the intended audience agreed with the Keynoter in the reservation request for the Keynoter Services.

Customers and Keynoters agree to comply with any other behaviour guidelines relating to the Keynote Services that are posted within the Platform.

Suspension and account closure

You may close your account at any time by emailing support@keynoter.io.
We may remove, edit or delete User Content from your account, suspend or cancel your access to the Platform and/or close your account for any of the following reasons with or without notice to you: (a) you have materially breached these Terms (or any other policy we have notified you of) and failed to remedy that breach within 5 days after we have so notified you in writing; (b) if we are investigating suspected misconduct or inappropriate behaviour by you, including illegal activity; (c) we consider your conduct or use of our Platform is detrimental to the operation of the Platform or the security, welfare or experience of other users; (d) consistent negative reviews; (e) in the case of Keynoters, multiple cancellations or no-shows; or (f) we are required to do so to comply with applicable law.
On cancellation for any reason your profile will be removed. Other User Content may or may not (at our discretion) remain on the Platform.

Disclaimers

You understand and agree that your use of the Platform is at your sole risk, and you are responsible for conducting your own due diligence when interacting with other users on the Platform. We provide no assurance or representation (express or implied) regarding the suitability or fitness for purpose of Keynoters or Keynote Services.
We have no responsibility or liability to you related to any Keynote Services booked through the Platform.
Keynoter and Customer profiles are primarily user-generated. We do not assume and expressly disclaim, any responsibility for the accuracy, completeness, or reliability of and any liability that may result from the reliance on any profile on the Platform. Customers should satisfy themselves with Keynoter's credentials.
The Website and Platform are provided on an "as is" and "as available" basis. We can't guarantee the Website, or the Platform is totally secure or virus-free, even though we have reasonable security measures in place to protect any information you provide us. We do not guarantee or commit to any standards regarding the quality, performance, availability, reliability or that your use of the Website or Platform will be faultless, timely or continuous.
Keynoters acknowledge they are solely responsible for all taxes payable in respect of the payments for Keynoter Services facilitated by us.

Indemnity

You agree to indemnify us and our directors and employees against any and all liability, claims, losses, damages, costs or other expenses of any nature whatsoever arising out of or in connection with your breach of these Terms, your misuse of the Platform, User Content you post, your infringement of intellectual property rights, your failure to provide accurate, up to date information, or your interactions with other users of the Platform.

Liability

To the maximum extent permitted by law, we will not be liable for any direct or indirect, special, consequential, exemplary, punitive damages or other damages including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses or for any losses, damages, liabilities, costs and expenses arising out of or relating to (i) your access, use, misuse or inability to access or use the Website or Platform or reliance on information on the Platform, or (ii) the interruption, suspension or termination of any part of or all the Website or Platform (iii) any malicious technologies that, through your use of the website, infect your device or systems, and any data loss or corruption.
To the maximum extent permitted by law, in no event will our total liability to you for any claims in connection with your use of the Website or Platform exceed the greater of: (i) $1000; or (ii) the amount of money you have paid to us in the 12 month period immediately before the event giving rise to the liability.

Changes to Terms

We may change these Terms at any time by posting the new Terms on the Website. We will notify you about significant changes in these Terms by sending a notice to the email address registered in your account, or by placing a prominent notice on our Website. Your continued use of the Website or the Platform after the effective date of any change will constitute acceptance by you of such changes.

The law that applies to these Terms

These Terms are governed by the laws of New Zealand. Any dispute relating to these Terms, the Website or the Platform that we cannot resolve with you must be resolved in the New Zealand courts.

Other Terms

You may not assign these Terms without our prior written consent, which may be withheld in our sole discretion. We may assign these Terms at any time without notice to you.
These Terms constitute the entire agreement between you and us, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.
A party's failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of the Terms will remain in full effect.
If you have any questions about these Terms, please contact us at support@keynoter.io.