Mentimeter Enterprise Terms and Conditions

1. INTRODUCTION AND DEFINITIONS

1.1 Thanks for choosing Mentimeter! These are Mentimeter’s Enterprise Terms pursuant to which Mentimeter provides the Services to Customer (as defined and below). The access and use of the Services are subject to these Terms and if you are accepting the Terms on behalf of an employer or another legal entity, you represent and warrant that you have full authority to bind said employer or other legal entity to the Terms.

1.2 There are different Versions of the Application. Relevant information about the different versions, as well as the contents, features, and pricing, can be found here: Plans (which may be updated from time to time). These Terms only apply to the Enterprise Version.

1.3   The following definitions shall have the following meaning: 

Account” means the account Customer and/or a User creates to access the Services, identifiable by unique email;

Applicable Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective party;

Application” means the web-based interactive audience engagement platform developed and provided by Mentimeter in which Customer creates a Menti that the Audience engages with via computer or mobile device(s);

Audience” means the individual(s) for which a Menti is created and who is (are) the respondent(s) of a Menti;

"Customer" means the legal entity who purchases one or several Licenses to use the Application;

Customer Data” means all data (e.g. documents, text and pictures) including personal data, submitted by Customer (and Customer’s Audience in their interaction with a Menti) electronically in the use of the Application;

Data Protection Laws” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (“GDPR”) and other thereto related applicable laws and regulations. Expressions used herein, e.g. ‘data subject’, ‘personal data’, ‘processing’, ‘controller’, ‘processors’, ‘personal data breach’ etc., shall be construed in accordance with the meaning given to them in the GDPR;

​​"Initiation Day" means the day when Customer purchases a License to use the Services and thereby agrees to the Terms;

Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

License” in these Terms means “a right to use” the Application in accordance with the Terms, as further described in Section 5.4;

Order Form” means Mentimeter’s ordering document specifying the Services to be provided hereunder and any special terms and conditions agreed between Customer and Mentimeter, including any schedules attached thereto, as applicable;

Policies” means Mentimeter’s from time-to-time applicable policies available at https://www.mentimeter.com/policies, including but not limited to Mentimeter’s Security Policy and Privacy Policy;

Services” means all services furnished by Mentimeter to Customer under the Terms, including, but not limited to the Application, the Websites and other applications/platforms used to access the Application;

Subscription” means a subscription for one or several Licenses to access and use the Services in accordance with the Terms;

Menti” means presentations, surveys, quizzes and/or other types of questions created by a User in the use of the Application;

Mentimeter” means Mentimeter AB (publ), Tulegatan 11, SE-113 86 Stockholm, Sweden with registered number 556892-5506, and its affiliates, as applicable. 

Team Member” means the individual(s) or entity(ies) who are part of a Team Workspace;

Team Workspace” means the Customer user group automatically created by Mentimeter for a Customer’s use of the Service when the Customer purchases multiple Licenses;

"Terms" means these Enterprise terms and conditions including the terms of any Order Form or any other separate agreement entered into between Mentimeter and Customer regarding the Services provided hereunder, as applicable;

"Third Party Application" means the software for which the copyright and other intellectual property rights belongs to a third party such as, but not limited to, the third parties mentioned by in the list below;

·   Ruby by Yukihiro “Matz” Matsumoto

·   React by Facebook is licensed by MIT

·   ReactNative by Facebook is licensed by MIT

·   Redux is licensed by MIT

·   PostgreSQL by The PostgreSQL Global Development Group is licensed under the PostgreSQL License

·   NodeJS by The Linux Foundation is licensed under the NodeJS license

·   Babel by BabelJS is licensed by MIT

· Caniuse-lite from caniuse.com is licensed under CC BY 4.0. 

· Twemoji graphics by Twitter is licensed under CC BY 4.0

·  MaxMind DB by MaxMind is licensed under CC BY-SA 3.0. 

·  FontAwesome Icons by FontAwesome is licensed under CC BY 4.0.

"Third-Party Integration" means any service or integration not provided by Mentimeter that the Customer elects to integrate or enable for use with the Services.

User” means a Customer and a Customer’s end-users such as Team Members and other individuals (for example employees) who are authorized to use the Services by Customer and have signed up for an Account as well as other individuals that may use the Services, such as Audience; and 

Website” means mentimeter.com and menti.com as well as any other sites related to mentimeter.com and menti.com, including subsites or versions of them connected to help/support in using the Application.

2. GENERAL CONDITIONS

2.1 The Customer hereby undertakes to ensure that (i) Customer Data, as well as any software used in connection with the Services, is free of viruses, trojans, worms, or other harmful software codes, (ii) Customer Data and any software used in connection with the Services is in a format suitable for the Application and (iii) that Customer’s software and/or Customer Data cannot in any other way, harm or adversely affect Mentimeter's systems and/or the Services. 

2.2  To access and use the Services, the Customer and/or its’ Users must create an Account. The Customer hereby undertakes to keep log-in information, security procedures, and other information, which is used to access and use the Application, confidential and treat as confidential information. The Customer shall immediately inform Mentimeter if any unauthorized person has obtained knowledge of such information.

2.3 The Customer may not, and shall not allow any third party to: (i) license, sublicense, resell, rent, lease, transfer, assign, distribute, show, or otherwise commercially exploit or make the Services available to any third party; (ii) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of the Services, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Services, or any part thereof; (v) send to, or store in, the Services any infringing, inappropriate, unlawful material or content or any malicious code; (vi) take any action that imposes or may impose an unreasonable or disproportionately large load on the Services support infrastructure (vii) interfere or attempt to interfere with the integrity or proper working of the Services or any related activities; (viii) use the Services to develop a competing service or product and/or; (ix) use the Services in breach of the Terms or, any applicable third party terms and conditions.

2.4 The Customer further undertakes not to use, and to ensure that the Services are not used by itself or any other User, in an inappropriate or illegal manner; including but not limited to, submitting pornographic, offensive, racist, harassing, or otherwise unlawful or inappropriate material in a Menti or Application or by registering and/or using a username reflecting any of the above. In the event the Customer breaches its obligations under this Section 2.4, Mentimeter reserves the right to, without prior notice, cancel the Customer’s (and, for the avoidance of doubt, any User’s) right to use the Services. Mentimeter also reserves the right to (i) investigate and take appropriate action against the Customer if the Customer violates, or is in Mentimeter’s reasonable opinion suspected of violating, the Terms, including removing any content or reclaiming usernames at any time, and/or filing a report to relevant law enforcement authorities and (ii) disclose any data supplied to the Services, upon the receipt of a request for information and to the extent this is required by Applicable Law, governmental regulations or rules, or by any orders of a court or competent authority or arbitral tribunal. The Customer shall not be entitled to any refund for any payments nor compensation of any other kind as a result of the actions taken by Mentimeter under this Section 2.4.

2.5 The Customer is liable for the contents of all Mentis created by the Customer or its’ Users while using the Services and accepts sole responsibility for any Customer Data submitted to the Services as well as to maintain back-ups of such Customer Data.

2.6 The Customer is responsible for arranging and fulfilling the technical requirements needed to use the Services, including but not limited to maintaining equipment and software required for its use of the Application. It is the Customer’s responsibility to provide Mentimeter with all the information that is necessary for Mentimeter to provide the Customer with the Services and fulfill Mentimeter’s other obligations set forth herein.

2.7 The Customer hereby acknowledges that Accounts are individual and that an Account may only be used by one person and undertakes to ensure that login credentials and passwords are not shared between designated Users. For the avoidance of doubt, this does not limit the Customer’s right to use the Application during a presentation of a Menti. 

3. FEES AND PAYMENTS

3.1 Current and applicable prices for the Licenses are found here: Pricing. All prices are exclusive of VAT, other taxes and potential tolls or import/export fees. Payment cannot be made for parts of the License Period or be partially repaid.

3.2 Payment shall be made upfront on the Initiation Day for the entire license period which is twelve months if not otherwise agreed upon (the "License Period"). Exceptions may be made when payment is done through invoice and/or bank transfer, in which case payment is due within the number of days after the Initiation Day as specified in the invoice. The first day after the end of the License Period, the License will be automatically canceled.

3.4 Mentimeter reserves the right to change the prices listed under Pricing as well as the payment terms (including License Periods) at Mentimeter’s discretion. However, such changes are not applied retroactively and will not affect a License already paid for.

3.5 Except as set forth herein, fees paid are non-refundable and exclusive of any taxes, levies, or duties, which are the Customer’s responsibility. Mentimeter is not liable for any taxes that the Customer is legally obligated to pay. If Applicable Law requires Mentimeter to collect and/or pay tax of any kind, from the Customer, then the Customer will compensate and pay Mentimeter for any such taxes owed. 

3.6  If payment is overdue in accordance with this Section 3, Mentimeter reserves the right to (in addition and without prejudice to any other remedies Mentimeter may have under the Terms or Applicable Law or regulations) suspend and/or discontinue the Customer’s access to the Services with immediate effect upon notification.

4. Team Workspace

4.1 When purchasing multiple Licenses to use the Services, a Team Workspace is automatically created for a Customer and the Licenses can be distributed and re-distributed by the Customer among Team Members during the License Period without any restriction. The Customer chooses the Team Member(s) and administrator(s) of its’ own Team Workspace, and it is the Customer’s responsibility to remove any Team Member(s) and administrator(s) that are no longer authorized to have access to the Team Workspace. The Customer is responsible for its Users’ (including Team Member(s) and administrator(s)) compliance with these Terms, including for their actions taken through the use of their Accounts, and also for ensuring that each License is limited to and used by only one Team Member. 

4.2 The Customer is liable for all Mentis created by Team Member(s) and responsible for the Customer Data submitted to the Services as a result thereof. It is the Customer’s responsibility to have internal instructions in place related to the use of the Services within the Team Workspace (if any) and to inform the Team Member(s) and the administrator(s) of any relevant internal rules, policies and practices that may impact their use of the Services. It is also the Customer’s responsibility to respond to and resolve any dispute between the Customer and any Team Member or administrator.

4.3 It is the Customer’s responsibility to ensure that the Customer and its Team Member(s) comply with all laws, including Data Protection Laws, applicable to the Customer Data submitted by the Customer and its Team Member(s) within the Team Workspace. Mentimeter assumes no liability for the accuracy, quality, and legality of the Customer personal data and the means by which the Customer collected it. Mentimeter’s Privacy Policy addresses what type of personal data Mentimeter processes as controllers in relation to Team Members and how Team Members may contact Mentimeter to exercise their rights under the Data Protection Laws. 

4.4 Within the Team Workspace, the Customer owns the Team Member(s) Account(s) including all Customer Data therein, and may, through the administrator(s) appointed control, administer (including imposing certain login and Account creation requirements for Team Member(s)), suspend, unsuspend, delete and delete access to Team Member(s) Account(s). 

4.5 In the event a Team Member would like to deactivate or delete its Account, the Team Member shall contact the administrator(s) of the Team Workspace. When an administrator contacts Mentimeter to comply with a request Mentimeter will assume that the administrator has the Customer’s approval in relation to the requested actions and Mentimeter assumes no liability for the accuracy or the consequences thereof. Please see Mentimeter’s Privacy Policy for more information regarding how Mentimeter handles requests for the removal of Team Members’ personal data.

4.6 The Services contain functionality allowing the Customer to convert Accounts previously registered by individuals using email addresses from Customer’s domain into User Accounts under Customer’s control. Customer represents and warrants that it has all necessary rights and consents to the extent needed if the Customer instructs Mentimeter to convert any existing accounts registered using email addresses from Customer’s domain into Accounts under Customer’s control (Team Workspace Accounts). Affected Users are informed about this and the risk of using domains owned by enterprises in Mentimeter’s Privacy Policy and Terms. 

4.7 The Customer and its’ Team Members may share access to a Menti for collaboration purposes. If a Menti has been shared by the Customer or a Team Member with a third party, Mentimeter assumes no liability for the disclosure of Customer Data and/or how others may access or use Customer Data as a result thereof.  As stated in Section 4.2, it is the Customer’s responsibility to have internal instructions in place related to the use of the Services within the Team Workspace (if any) and to inform the Team Member(s) and the administrator(s) of any relevant internal rules, policies and practices that may impact their use of the Services.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Mentimeter acknowledges and understands that Customer, or as applicable, a third party, is the sole owner of all rights, title, and interest in and to the Customer Data, including, without limitation, all intellectual property rights therein and Mentimeter does not make any ownership claim to Customer Data. 

5.2 Mentimeter is hereby granted the right, during the License Period, to use and store Customer Data to the extent necessary to provide the Services or otherwise fulfill its obligations under the Terms. For the avoidance of doubt, Mentimeter receives no right to use a Menti created by Customer or its’ Users and/or answers provided by the Audience for any purposes whatsoever. Please see Mentimeter’s Security Policy for information about access and access control.

5.3 Mentimeter, or as applicable, its licensors, retain all rights and title to the Services (or parts thereof) and any intellectual property rights connected thereto, including but not limited to inventions, designs, copyright, and neighboring rights and know-how related to the Application and other parts of the Services. Any rights not explicitly granted to the Customer are reserved to and shall remain solely and exclusively proprietary to Mentimeter (or its licensors as applicable).

5.4 Subject to the Terms and for the purpose of using the purchased Services, Mentimeter hereby grants Customer and by extension its designated Users a non-exclusive, non-transferable, revocable, and limited in time right to use the Application and the features therein including the right to use any intellectual property and material contained therein (including for the avoidance of doubt, the right to use trademarks, logotypes, and other proprietary rights). The Subscription is license-based and the above right of use to the Services is granted to the individual User(s) for each license purchased by the Customer in accordance with Section 2.7.

5.5   If the Customer or its’ Users provide Mentimeter with suggestions, ideas, improvements, or other feedback with respect to the Services., Customer hereby grants Mentimeter a non-exclusive, perpetual, irrevocable, sublicensable, transferable, royalty-free, fully paid-up worldwide right and license to copy, reproduce, modify, create derivatives of, display, perform, sell, offer for sale, distribute and otherwise exploit such feedback.

6. INFRINGEMENTS 

6.1 Mentimeter respects intellectual property rights and reserves the right to remove any Customer Data or other content that infringes copyright, trademark, patent or other intellectual property rights of a third party upon notification from a Customer or a third party. The Customer agrees not to use and to ensure that its use of the Services, including any Customer Data submitted to Mentimeter, does not infringe the Intellectual Property Rights of a third party. The Customer shall notify Mentimeter immediately in the event the Customer receives any notification of accusation of infringement from a third party due to a Menti or the answers created with the Application.

6.2 Mentimeter shall indemnify and keep the Customer indemnified from and against any damages and costs finally awarded as a result of any third-party claims brought against the Customer alleging that the Services infringe or misappropriate such third party’s Intellectual Property Rights.

6.3 If the Customer or a third party, in writing, would notify Mentimeter of the occurrence or potential occurrence of an intellectual property rights infringement related to the Application or if the Services, in Mentimeter’s reasonable opinion, are likely to become the subject of a third-party claim under Section 6.2 above, Mentimeter may at its sole discretion and to the extent possible and reasonable, i) procure for the Customer the right to continue using the Services, ii) take measures to ensure that the Application is altered in such way that it does not infringe the intellectual property rights in question without reducing the Service’s overall functionality, or iii) if this would entail unreasonably high costs, limit or temporarily cancel the use of the Services, or terminate the Customer’s  Subscription with immediate effect and upon such termination refund to the Customer any pre-paid fees in proportion to the remainder of the License Period following termination.

6.4 Mentimeter's obligations under Section 6.3 shall not apply to the extent that the infringement (a) is related to a Third Party Application; (b) arises out of a modification of the Application not made or authorised by Mentimeter, or (c) is attributable to the Customer’s continued allegedly infringing activity after being informed of a modification that would avoid the alleged infringement.

6.5 The Customer agrees to indemnify and hold Mentimeter harmless from and against all claims and associated costs and damages related to (i) Customer Data or other content or information submitted by the Customer or its’ Users in the use of the Services; (ii) Customer Data and/or Customer’s use of Customer Data with the Services infringing or misappropriating a third party’s intellectual property rights, or (iii) the Customer’s and/or the Customer’s User’s breach of the Terms and/or Applicable Law. 

6.6  The indemnifying party’s indemnification obligation set forth above is subject to the indemnifying party receiving (i) prompt written notice from the indemnified party of such claim (but in any event, in sufficient time for the indemnifying party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of the indemnified party at indemnifying party’s expense.

6.7  Mentimeter’s indemnification obligation under Section 6.1 above shall not apply to the extent the claim (i) arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Mentimeter if the Services or use thereof would not infringe without such combination; (ii) arises from Customer Data or a Third Party Application (if such Third Party Application was not employed by Mentimeter to fulfill its obligations under the Terms); (iii) arises from continued allegedly infringing activity after being informed of a modification that would avoid the alleged infringement; or (iii) the Customer’s/the Customer’s Users’ use of the Services in breach of the Terms.

7. CONFIDENTIALITY 

The Customer and Mentimeter hereby undertake to retain in confidence and not to disclose to any third party any confidential information and data received from the other party. Confidential Information shall mean any information whether technical, commercial, or of another kind, regardless of it being documented or not, including but not limited to Customer Data. Such information may, however, be disclosed if such disclosure is necessary to allow a party, or its employees to (i) defend against litigation, (ii) to file and prosecute patent applications, (iii) to comply with law and governmental regulations or any orders of court or competent authority or arbitral tribunal or (iv) to comply with applicable stock exchange regulations or the regulations of any other recognized marketplace. Confidentiality in accordance with this provision shall not apply to information which (i) is in the public domain; (ii) comes into the public domain through no fault of the receiving party; (iii) was known prior to its disclosure by the receiving party, as evidenced by written records; (iv) is disclosed under these Terms or with the other party’s prior written consent, or (v) is disclosed to the receiving party by a third party having a lawful right to make such disclosure.

8. COMMUNICATION

8.1   Mentimeter reserves the right to communicate with the Customer and the Customer’s Users, also for marketing purposes. Such communication can be newsletters, product updates, offers, or other information related to the Application. Both Customer and its Users may opt-out of receiving emails from Mentimeter at any time by unsubscribing at the end of the email.

8.2   Notwithstanding the aforementioned, Mentimeter reserves the right to communicate with Customer and its Users via email regarding specific orders, requests or inquiries from the Customer and its’ Users that are related to the Services.

8.3 Any notice required under the Terms shall be given by email. The Customer is responsible for providing Mentimeter with an up-to-date e-mail address for the provision of notices under the Terms. In the event that the e-mail address provided is not valid, or for any reason is not capable of delivering any notice required hereunder, the Customer acknowledges and agrees that Mentimeter’s dispatch of an e-mail to such address will nonetheless constitute effective notice.

9. PERSONAL DATA AND DATA SECURITY.

9.1   Protecting personal data is extremely important to us. Mentimeter only collects and uses Users’ personal data as required to provide the Services in accordance with and for the purposes described in Mentimeter’s Privacy Policy. The Privacy Policy is directed towards Users and addresses how Mentimeter collects personal data, what Mentimeter collects as well as how the data is used, stored and shared. The Privacy Policy contains information about the processors Mentimeter uses to provide the Services and how data subjects can exercise their rights. Please review Mentimeter’s Privacy Policy and Cookie Policy for full information on how Mentimeter handles personal data as well as the cookies used in providing the Services.

9.2  Mentimeter will maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services and Customer Data in accordance with Mentimeter’s Security Policy available at www.mentimeter.com/security-policy

9.3 In providing the Services, Mentimeter may receive personal data from the Customer. Mentimeter hereby acknowledges and agrees that it has no right, title, or interest in any personal data obtained as a result of the provision of the Services and undertakes not to disclose such personal data to third parties other than as set out in Mentimeter’s Privacy Policy available at www.mentimeter.com/privacy. Mentimeter never sells personal data and will never grant a third party access to personal data or Customer Data for any other purpose than providing the Services.

9.4   If Mentimeter is considered a controller of personal data that is collected, exchanged, or otherwise processed in connection with Mentimeter’s provision of the Services under the Terms and Mentimeter independently determines the purpose and means of the processing of such personal data, then: (i) such personal data shall be excluded from these Terms and the obligations herein will not apply to Mentimeter with respect to those processing activities; however, (ii) Mentimeter hereby acknowledges and agrees that Mentimeter is independently responsible for compliance and undertakes to comply with Data Protection Laws (e.g., obligations of controllers). More information on Mentimeter’s processing of such personal data is available in Mentimeter’s Privacy Policy available at www.mentimeter.com/privacy.

10. WARRANTIES 

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. CUSTOMER ASSUMES RESPONSIBILITY FOR ACCESSING AND USING THE SERVICES AND FOR ITS USE OF THE SERVICES TO ACHIEVE CUSTOMER’S INTENDED RESULTS. MENTIMETER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. MENTIMETER DOES NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT CUSTOMER WILL BE ABLE TO ACCESS OR USE THE SERVICE WITHOUT PROBLEMS OR INTERRUPTIONS. CUSTOMER HEREBY ACKNOWLEDGES THAT THE PRICING OF THE SERVICES IS SET TO FAIRLY AND REASONABLY REFLECT THIS LIMITED WARRANTY UNDERTAKING.

11.  FAULTS IN SERVICES

11.1  Mentimeter will to the extent possible and commercially reasonable try to rectify faults in the Services as promptly as the circumstances require, as decided by Mentimeter in its sole discretion. A fault in the Services shall mean a deviation from the description of the current version of the Services and major deviations from generally applicable norms for software equivalent to the Services. Mentimeter's responsibility to rectify faults in the Services does not include faults that are of no significance for the intended use of the Services and/or faults in Third Party Applications.

11.2 Faults in the Services are usually rectified by means of a correction or by the provision of instructions on how to circumvent the fault. To be able to claim the existence of a fault for which Mentimeter is liable, the Customer shall report it to Mentimeter within a reasonable period of time after discovery of the fault. The Customer will need to state, and if necessary show, how the fault manifests itself.

11.3  If there is a fault in a Third Party Application and Mentimeter is unable to rectify the fault ourselves, Mentimeter will report this to the relevant Third Party Application supplier with the intent to install any solution received from said Third Party Application supplier if this can be done without having an adverse effect on the Services or without any other negative effects for Mentimeter. Other than this, Mentimeter has no liability for faults in Third Party Applications.

11.4  If the fault is not rectified with the promptness that the circumstances require, the Customer will be entitled to reimbursement of already paid fees corresponding to the fault, subject to the limitations set forth in Section 13.1.

12.  INTERRUPTION AND SUSPENSION

12.1  Mentimeter strives to keep the Services available to such a large extent as possible. To be able to provide updated and maintained Services, Mentimeter has the right to disconnect the Services for service and upgrading without giving Customer prior notice and cannot be held liable for downtime or other technical complications. 

12.2 Mentimeter also reserves the right to implement new updates and versions of the Application and conduct for example A/B testing or other actions for improvement purposes, to the extent deemed appropriate and suitable by us. Mentimeter intends to give Customer notice before updates or maintenance of the Services that will lead to more than minor disruptions in the Services.

12.3 If Mentimeter reasonably believes that the Customer or its Users is using the Services in a manner that may cause harm to Mentimeter or any third party, or in breach of the Terms, Mentimeter will provide the Customer with a notice, and to the extent the Customer does not remedy such breach or ceases the harmful use within seven (7) days from the notification, Mentimeter may, without derogating from the right to terminate Customer’s Subscription, suspend or terminate the Customer’s (and its’ Users’) access to and use of the Services, or parts thereof. Notwithstanding the aforementioned, Mentimeter reserves the right to immediately suspend Customer’s and/or its User’s access and use of the Services if Mentimeter in its reasonable opinion believes there is a material threat to the security, integrity, functionality, or availability of the Services.

13.  LIMITATION OF LIABILITY. 

13.1 TO THE EXTENT LEGALLY PERMITTED, IN NO EVENT WILL MENTIMETER BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, COMPENSATORY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE, GOODWILL, PERSONAL OR PROPERTY DAMAGE, OR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES) RESULTING FROM OR IN CONNECTION WITH THE TERMS OR CUSTOMER’S USE OF THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF MENTIMETER HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MENTIMETER’S AGGREGATE LIABILITY TO CUSTOMER EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MENTIMETER FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 

13.2 The limitation set forth in Section 13.1  above does not limit or exclude Mentimeter's liability for damages caused by fraud or wilful misconduct by Mentimeter.

13.3 Mentimeter assumes no liability whatsoever for any losses, damages or costs caused by: 

(i) Customer Data or other content and information submitted by Customer and its’ Users including the Audience when using the Services;

(ii) faults, non-conformities and lacking performance in Customer’s software, hardware or Internet connection;

(iii) corruption or destruction of data or other damages caused by viruses related to Customer’s computer system(s), hardware, software or other equipment;

(iv) faults occurred as a result of a) downtime or other technical complications (other than what is specifically stated in Section 11 (Faults in Services)) or b) any of the reasons stated in Section 12 (Interruption and Suspension) and/or Section 14 (Force Majeure);

(v) faults caused by the Customer or a third party’s changes to or interference with the Application, or any other circumstances for which the Customer or a third party is liable or that are in some other way beyond Mentimeter's control; and/or

(vi) the loss, destruction, unavailability, alteration or disclosure of Customer Data caused by the Customer or a third party, even though if a third party causes this, Mentimeter will use all commercially reasonable efforts to restore the lost or damaged Customer Data from the latest back-ups that are maintained by us.

14. FORCE MAJEURE 

Mentimeter shall be excused from the performance of any of its obligations to the Customer under the Terms if the performance thereof is prevented or delayed by any cause beyond Mentimeter’s control, such as, but not limited to, riots, fire, flood, natural disasters, wars, accidents, acts of terrorism, sabotage, strikes, embargo or other government actions. Mentimeter shall in case of such events of force majeure promptly notify the Customer and furnish the Customer with relevant information thereof.

15.  TERM AND TERMINATION

15.1 The Terms enter into force automatically on the Initiation Day.

15.2 Customer may, at any time, terminate the Customer’s Subscription by sending an email to hello@mentimeter.com. Termination will occur following the Customer’s confirmation of wanting to be removed from all systems and have all data, including Customer Data, deleted. Already paid fees will not be repaid due to termination in accordance with this Section 15, excluding Mentimeter’s termination for convenience under this Section 15.2, in the event of such termination, the Customer shall have the right to a refund of any prepaid fees in proportion to the remainder of the contract term.  After the termination, the Customer will no longer be entitled to use the Services and the Customer shall immediately pay outstanding fees, if any, due to Mentimeter through the date of termination. Please see Section 4 regarding deletion of Team Member(s) Account(s). 

15.3 Mentimeter can terminate the Customer’s Subscription as explicitly stated in the Terms and otherwise by giving one (1) month prior notice. Mentimeter reserves the right to cancel a User’s right to access the service if the use in any way could expose Mentimeter to sanctions or similar trade restrictions imposed by the EU, U.S., or any other competent authority. Termination can always be made by using the email address registered with Mentimeter. 

15.4 Mentimeter shall have the right to terminate the Subscription, with immediate effect upon written notice if the Customer shall become insolvent, or enter into receivership, liquidation, provisional liquidation or a voluntary arrangement with its creditors, or if the other party ceases or threatens to cease to carry on business or has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets or any event occurs, or process commences with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events.

15.5 The Customer acknowledges that the pricing of the Services is set to fairly and reasonably reflect Mentimeter’s liability under the Terms and if the Customer objects to any provision of the Terms, or any subsequent modification hereto, or otherwise becomes dissatisfied with the Services, the Customer’s only recourse is to discontinue the use of the Services and terminate its Subscription in accordance with the provisions herein.

15.6 Any clauses that are said to survive also after termination of License Period or which otherwise are of the nature that they shall continue in force will be applicable also after termination of a Subscription.

16. CHANGES OF TERMS 

Mentimeter may change the Terms (however not the terms of an agreed Order Form) at any time to reflect changes in applicable law or updates to the Services, and to account for new Services or functionality or for similar reasons, where such changes have no materially negative impact on Customer’s rights hereunder or the use of the Services. The most current version of these Terms will always be posted on www.mentimeter.com and www.menti.com and Customer hereby undertakes to check the terms that apply at the time of use. If an amendment is material, as determined in Mentimeter's sole discretion, Mentimeter will notify Customer by email upon Customer having subscribed for changes by clicking the button at the end of these Terms. Notice of amendments may also be posted to Mentimeter's blog or upon login to a Customer Account. Changes will be effective no sooner than the day they are posted on Mentimeter’s website. In order for certain changes to become effective, applicable law may require Mentimeter to obtain consent to such changes, or to provide the Customer with sufficient advance notice of them. If the Customer does not want to agree to any changes made to these Terms, the Customer should stop using the Services, as continued use of the Services shall be construed as the Customer’s acceptance to be bound by the updated Terms.

17.  TRIALS AND BETAS

From time to time Mentimeter may also offer the Services on a trial/beta basis. The trial/beta Services may be offered as alpha, beta, or early access offerings and may pertain to certain Subscription offerings, interfaces, features, and/or functionalities. Mentimeter reserves the right to decide what such offerings include, and to who, such offerings are made available. Trial/beta Services are optional and Customers are never required to sign up for, utilize or enable such offerings. A Customer’s use of the trial/beta Services will be limited to the period of the relevant trial/beta offering and governed by these Terms. The Customer will always be provided with the relevant information and any additional terms and conditions, if applicable, pertaining to such trial/beta offerings before purchasing and/or subscribing for the Services. 

18. THIRD-PARTY INTEGRATIONS 

The Customer may choose to use the Services together with Third Party Integrations. Any use of a Third Party Integration is subject to the relevant third party service provider’s agreement/terms and policies. Mentimeter does not control and has no liability for Third-Party Integrations, including their security, functionality, operation, availability or interoperability or how the Third Party Integration or their providers use data that the Customer provides to them. For more information on how Mentimeter handles Customer Data when the Services are used in connection with a Third Party Integration, see our Privacy Policy.

19. MISCELLANEOUS 

19.1 In the event of any conflict between these Terms and any Order Form, the provisions of the Order Form shall prevail to the extent specifically stipulated in the Order Form.

19.2 These Terms supersedes and replaces any and all prior agreements or representations whether or not in writing, between the parties with respect to the subject matter of the Terms, and shall apply to the exclusion of any other terms and conditions.

19.3 The Customer agrees that Mentimeter is acting as an independent contractor in the performance of its obligations hereunder and no joint venture, partnership, employment, or agency relationship exists between Customer and Mentimeter.

19.4 The Customer may not assign subcontract, delegate, or otherwise transfer its rights, interests and obligations under these Terms without the prior written consent of Mentimeter, which shall not be unreasonably withheld. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void.

19.5 The invalidity or unenforceability of any provision in these Terms shall not affect the validity or enforceability of the Terms or of any other provision hereof. Only the provision held to be invalid and/or unenforceable shall be considered invalid only to the extent of such unenforceability or invalidity.

20.  DISPUTES AND GOVERNING LAW

20.1 The Terms shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its principles of conflict of laws.

20.2 In the event of a concern or problem with the Services, Mentimeter wants to address any concerns without needing a formal legal case. Before filing a claim against us, the Customer agrees to try to resolve the dispute informally by contacting hello@mentimeter.com. We’ll try to resolve the dispute informally by contacting the Customer via email. If a dispute is not resolved within 15 days of submission, the Customer or Mentimeter may bring a formal proceeding.

20.3 Any dispute, controversy or claim, in contract or in tort or otherwise, arising out of or in connection with the Terms (including for the avoidance of doubt an Order Form) and/or the Services provided hereunder, or the breach, termination or invalidity thereof, shall be exclusively and finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce, unless the Arbitration Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the Arbitration Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators, to be appointed by the Arbitration Institute. The place of arbitration shall be Stockholm, Sweden. The language to be used in the proceedings shall be English. Confidentiality shall apply to the arbitral proceedings and any information disclosed or decision or arbitral award made or declared during such proceedings.