Welcome to Bizzabo! Bizzabo enables professional event organizers to create, manage, and promote their virtual, hybrid, and in-person events, by providing marketing tools (such as event website and content), ticketing, polling, reporting and analytics capabilities and such other services, professional services, products, deliverables, capabilities, and features as may be offered by Bizzabo, from time to time (each, a “Service” and collectively, the “Services”), as provided through the Bizzabo platform (the “Platform”).
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ORDERING AND/OR USING THE SERVICES.
By subscribing to, or using, the Services you expressly acknowledge and agree that you are entering into a legal agreement with Bizzabo Inc. (together with our affiliates, “Bizzabo”, “we”, “us” or “our”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this Master Service Agreement for Event Organizers (“Agreement”).
The specifics of your subscription and Services’ order, shall be documented in one or more order form(s), which once approved by you and Bizzabo (each, an “Order Form”) shall become an integral part of this Agreement. In the event of a conflict between this Agreement and a specific Order Form, such Order Form shall govern solely with respect to the specific Services covered thereunder.
You hereby waive all applicable rights to require an original (non-electronic) signature, delivery, or retention of non-electronic records, to the extent not prohibited under applicable law.
If you do not agree to be bound by this Agreement, please do not order and/or use the Services.
1. Ability to Accept.
You represent and warrant that you are legally authorized to enter into this Agreement in your jurisdiction. If you are entering into this Agreement on behalf of an entity, you further represent that you are authorized to enter into this Agreement on behalf of such entity.
2. Permission to Use.
Subject to the terms and conditions of this Agreement and any applicable Order Form, including payment of all applicable Fees, we hereby grant you a personal revocable, non-exclusive, non-licensable, non-assignable, non-transferable right and permission to use the Services for events that you organize or manage with us.
You agree that you shall not, directly or indirectly, and shall not permit any third party to: (i) license, sublicense, distribute, assign, publish, transfer, sell, lease, lend, rent the Services or otherwise make the Services available, including through or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service, to any third party; (ii) disassemble, reverse engineer, decompile, decode, decrypt, or otherwise attempt to derive, or gain access to, the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, any part thereof, or any documentation or data related to the Services; (iii) copy, modify, improve or create derivative works or features, for purposes of competitive analysis or the development of a service competitive to the Services, or for any other purpose that is to Bizzabo’s commercial disadvantage; (iv) perform or attempt to perform any performance or penetration testing with respect to the Services, including, but not limited to, by using Approved Scanning Vendors (ASV), Black box, Grey box, White box or any of their blend or combination, without prior written consent of Bizzabo, and in the event such consent is granted, you hereby undertake to share immediately with Bizzabo the full report and findings of such tests, and not to (a) publish the test results, (b) make them available publicly, or (c) share them with third parties without our prior written consent; (v) 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; (vi) remove, delete, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other intellectual property notices, contained in, or displayed on, or via, the Services; (vii) use any communication systems provided by the Services to send unauthorized and/or unsolicited commercial communications; (viii) use the Bizzabo name, logo or trademarks without our prior written consent; or (ix) use the Services (a) to violate any applicable laws, rules, or regulations, (b) in a way that infringes any intellectual property right; (c) for any unlawful, harmful, irresponsible or inappropriate purpose, or (d) in any manner that is beyond the scope of the right granted herein or that otherwise breaches this Agreement.
4. Your Account.
4.1. In order to use the Services, you shall create an account with Bizzabo (an “Account”). You are solely responsible for the activity that occurs in your Account, and you must keep your Account username and password secure at all times. You must notify us immediately of any unauthorized use of your Account.
4.2. You hereby represent and warrant that any and all information you provide us in connection with creating and maintaining your Account, including but not limited to information concerning your name, address, credit card number, or payment service account identification, shall at all times be true, complete and correct, and that you will update all information if and as it changes from time to time. You may never use another person’s Account, credentials, and/or information on the Bizzabo Platform without our written permission.
4.3. You hereby undertake and agree to:
4.3.1. Fully comply with all applicable laws and any other contractual terms which govern your use of the Services (and any related interaction or transaction), including those specific laws applicable to you and/or your End Users (as defined below) in any of your geographical locations including, without limitation, any applicable privacy, data protection and anti-spam laws. Further, you hereby acknowledge and agree that Bizzabo does not provide any legal advice or any recommendation with respect to any laws or requirements, applicable to your, and/or your End Users’, use of the Services, and compliance therewith. For purposes of this Agreement “End Users” shall mean your employees, contractors, partners, as well as event(s) Registrants (as defined below), speakers and/or sponsors, which were granted access to the Platform by you;
4.3.2. Be solely and fully responsible and liable with respect to any of the uses, including by End Users, of the Services which occur under your Account and for any content uploaded, provided, imported, and/or copied, by you, for you, and/or by, or for, any or all of your End Users, to your Account (“Your Account Content”) (including for any consequences of accessing, using or publishing Your Account Content on, or through, the Services);
4.3.3. You represent and warrant that
220.127.116.11. Your Account Content is (and shall continue to be) true, current, accurate, non-infringing upon any third-party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which you or your End Users reside, or for Bizzabo and/or your End Users to access, import, copy, upload, use or possess in connection with the Services;
18.104.22.168. You have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission, and publication of any personal information, including Personal Data (as defined below), and/or image or likeness of any person, entity or property which is part of Your Account Content, and you will adhere to all restrictions to such consents and permissions, as well as to all laws applicable thereto.
5. User Submissions.
5.1. The Services may permit the hosting, sharing, posting and publishing of content by you and your End Users. Such content shall be referred to herein as “User Submissions” which are specifically excluded from Your Account Content as defined above. User Submissions may be posted to the Platform, or otherwise be made publicly available.
5.2. Responsibility. You understand and acknowledge that the author of each User Submission is solely responsible for its content. We have no responsibility for, or liability related to, any User Submission, whether or not published, and do not guarantee any confidentiality with respect to any User Submissions.
5.3. Messages. User Submissions include any messages that you send to, and/or receive from, a third-party source and/or other End Users through the Platform, including emails, one-to-one push notifications, group messaging, or any other form of messaging (“Messages”). You are solely responsible for your Messages and the consequences of sending them. You hereby acknowledge and agree that we may use the tools or services of third-party service providers to facilitate the sending of Messages to your designated recipients, and limit the number of Messages you may send through the Platform. Email Messages sent by using the Services shall not exceed 10 times the registration amounts in the applicable Order Form.
6. Your Content.
Your Account Content and User Submissions (including Messages) shall be referred to herein, collectively, as “Your Content”.
6.1. Ownership. As between the parties, you hereby confirm you own all rights in, and to, Your Content, including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, information you provide for the purpose of creating a subdomain name, text, literary works and any other materials, or otherwise, and that you have, (and shall continue to have), the full power, title, licenses, consents and authority, in and to Your Content, as necessary to, directly, or by Bizzabo, legally access to, import, copy, use, publish, transfer or license, as the case may be, Your Content, and any weblinks, online services included in Your Content, by you and us.
6.2. As the Account owner you have the right to manage Your Content, including the removal and/or deletion of any and all of Your Content.
6.4. Prohibited Content. Notwithstanding anything herein to the contrary, we have complete discretion whether to publish Your Content and we reserve the right, but not the obligation, at any time and without further notice to you, to monitor, censor, edit, remove, delete and/or remove any and all of Your Content which we believe to be Prohibited Content (as defined below). Irrespective of our aforesaid discretion, you are solely responsible for all Your Content and consequences of its usage by you and/or by your End Users with the Services. For purposes of this Agreement “Prohibited Content” shall mean any content, that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner or licensee of such rights; (iii) creates a risk to any person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express and informed consent of said third party to include such information; and/or (x) breaches this Agreement.
6.5. Disclosure. We reserve the right to access, read, preserve and disclose any of Your Content or any other information that we obtain in connection with the Services as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce this Agreement, including investigation of potential violations of it; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Bizzabo, our users or the public.
7. Bizzabo Content.
7.1. The (i) Services; (ii) content on the Services which has been provided by Bizzabo, including without limitation, any text, information, documents, descriptions, products, graphics, photos, sounds, videos, interactive features and services (the “Materials”), and (iii) Bizzabo’s trademarks, service marks and logos contained therein (“Marks”, and together with the Materials, the “Bizzabo Content”), are the property of Bizzabo and/or its licensors and are protected by applicable copyright or other intellectual property laws and treaties. All other trademarks, service marks or logos used on the Services are the trademarks, service marks or logos of their respective owners.
7.2. Sub-Domains. We may provide you with the right to use a subdomain on the Platform. Such sub-domains are the sole property of Bizzabo. Your right to use such sub-domain may be terminated by us at any time (with or without notice and for any or no reason).
7.3. Your Use of Bizzabo Content. The Bizzabo Content is provided to you “as is” for your use under this Agreement only and may not be used, copied, distributed, transmitted, broadcasted, displayed, sold, rented, licensed, decompiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Bizzabo Content you must retain all copyright and other proprietary notices contained therein. We reserve the right to make changes in, or to, the Bizzabo Content, or any part thereof, with or without notice.
8. Third Party Sources and Content.
8.1. We or third parties may make available third-party products or services, including, for example, third party applications and implementation, and other consulting services (“Non-Bizzabo Services”).
8.2. Non-Bizzabo Services and Your Data. If you choose to use a Non-Bizzabo Service with Bizzabo Services, you grant us permission to allow the Non-Bizzabo Service and/or its service provider(s) to access your data as required for the integration of that Non-Bizzabo Service with Bizzabo Services. Notwithstanding anything herein to the contrary, we are not responsible for, and shall have no liability or indemnification obligation with respect to, any disclosure, modification, compromise, deletion, or breach of your data resulting from access by such Non-Bizzabo Service and/or its service providers.
8.3. Integration with Non-Bizzabo Services. Bizzabo Services may contain features designed to integrate with Non-Bizzabo Services. To use such features, you may be required to obtain access to such Non-Bizzabo Services from their providers, and may be required to grant us access to your account(s) with such providers. If the provider of a Non-Bizzabo Services ceases to make the Non-Bizzabo Services available for integration with the corresponding Bizzabo Service features in a manner acceptable to us, we will not be able to guarantee the continued availability of such Bizzabo Service features, and may cease providing them without entitling you to any refund, credit, or other compensation.
8.4. You hereby acknowledge and agree that regardless of the manner in which any Non-Bizzabo Services may be offered to you, Bizzabo does not in any way endorse any such Non-Bizzabo Services. Any acquisition, or use, by you of such products or services, and any exchange of data between you and any Non-Bizzabo Services provider, is solely between you and the applicable Non-Bizzabo Services provider, shall be done solely at your own risk, and is not covered by this Agreement. Bizzabo shall not be a party to, or in any way be responsible for monitoring, any engagement, interaction or transaction between you and any such Non-Bizzabo Service providers, which may be subject to certain legal and financial terms governing such Non-Bizzabo Services, and you are encouraged to review such terms before engaging with them. Bizzabo merely acts as an intermediary platform between you and such Non-Bizzabo Service providers and does not warrant or support any Non-Bizzabo Services. You agree that Bizzabo shall have no liability or responsibility with respect to, such Non-Bizzabo Services, or for any defects in, or damages related to, or caused by, any Non-Bizzabo Services.
9. Professional Services.
From time to time, you may request Bizzabo to provide you with certain professional services including but not limited to certain integrations and customized services in connection with the Services (“Professional Services”). If we agree to provide the requested Professional Services, the terms and conditions under which such Professional Services shall be provided will be documented in a statement of work (“SOW”). Neither you nor Bizzabo shall have any obligation to engage in, or perform any, Professional Services requested and contemplated in a SOW, until such SOW is properly executed by both parties. Any Professional Service provided under a SOW shall be considered a part of the Services, and such SOW shall be subject to the terms and conditions of this Agreement.
10. Add-On Deliverables.
Bizzabo offers certain add-ons (each, a “Deliverable”) including but not limited to, white label app, virtual production services (“VPS”), dedicated support during an event, additional training, and certain on-site services. Any Deliverable shall be considered a part of the Services and shall be further subject to the following terms and conditions:
10.1. Bizzabo shall deliver or otherwise make available to you each Deliverable on or prior to the due date set forth in the applicable Order Form or agreed upon between the parties.
10.2. Your right and license to use the Deliverables are limited to the specific event for which they were ordered, and are subject to any and all restrictions in this Agreement.
11. Delivery and Timing.
Bizzabo is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement, or a delay caused by any third-party other than a Bizzabo subcontractor. In the event of any such delay or failure, we may extend all or any subsequent due dates and/or delivery dates as we reasonably deem necessary to provide with any Services and/or Deliverables consistent with our standards. The foregoing is in addition to, and not in lieu of, all other remedies Bizzabo may have for any failure or delay.
12. Fees and Taxes
12.1. Fees. All fees payable by you shall be specified in the applicable Order Form(s), and are collectively referred to as “Fees”. Payments shall be due within such period of time as specified in the applicable Order Form(s).
12.2. Payment Currency. All sales, fees, charges, and funds are payable in U.S. Dollars, or other foreign currencies accepted by Bizzabo. If you select a foreign currency option accepted by Bizzabo, Bizzabo will collect and disburse the funds in the foreign currency selected by you, subject to the applicable exchange rate as agreed to by Bizzabo.
12.3. Delayed Payment/Non-payment. In the event that you fail to pay any amount owed to Bizzabo pursuant to this Agreement when due, Bizzabo may, in its sole discretion and without limiting any other right or remedy we may have, setoff such amounts owed against any amount due from Bizzabo to you and/or suspend, block, or terminate your Account and cancel any or all events run by you following notice to you, and your failure to pay such amounts in full, within seven (7) days following such notice.
12.4. Event Registration Fees.
12.4.1. As part of the creation of a paid event or at any time following such creation you shall select a payment processing method for your event that is provided by a third-party provider (the “Non-Bizzabo Payment Processor”). For the avoidance of doubt, Bizzabo does not, and will not, provide to you banking, deposit taking, stored value, insurance or any other financial services. You agree to pay all service fees of such Non-Bizzabo Payment Processor (the “Service Fees”), which are excluded from, and are in addition to, any Fees as defined above.
12.4.2. You agree that we are permitted to share the information relating to your events and transactions on the Services, including the Additional Information, with the payment processing provider that you have selected, our payment processing partners, card based payments networks, such as Visa, MasterCard, and American Express (the “Credit Cards”), and non-card based payment networks such as direct debit and other alternative forms of payment (the “Alternative Forms of Payment”), and with your bank, in each case to the extent your transactions or events involve such third parties.
12.4.4. Confirmation. Upon receipt of a Credit Card authorization or other payment verification from each individual ticket purchase, Bizzabo will generate a confirmation message on the website and issue a confirmation email. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by Bizzabo through the Services, and it is your responsibility to verify the Registrant’s status and/or any event restrictions prior to the subject event.
12.4.5. Refunds and Cancellations for Registrants.
22.214.171.124. Regardless of what payment method is selected, it is your responsibility to communicate your refund policy to Registrants and to issue refunds to Registrants via the payment method you have selected.
126.96.36.199. You shall ensure that your refund policy is consistent with this Agreement and with the refund mechanics of your selected Payment Processor. The Registrant will receive the funds in accordance with the Payment Processor policies and practices.
188.8.131.52. All communications or disputes regarding refunds are between you and the Registrants, and Bizzabo will not be responsible or liable for refunds, errors in issuing refunds, or lack of refunds.
12.5.1. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies, and charges (collectively, “Taxes”) apply to your use of the Services and to any sales you make using the Services. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (the “Tax Authorities”). Bizzabo does not represent, warrant or guarantee that any invoicing or tax tools (the “Tax Tools”) to the extent available through our Services, will meet all tax requirements that may be applicable to you or that such Tax Tools will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your End Users, credits and deductions for which you may qualify and other factors, and you hereby release Bizzabo from any and all liability with respect to any of the Tax Tools. None of such Tax Tools and/or their applications should be considered legal or tax advice. In the event that a Tax Authority requires Bizzabo to pay any Taxes attributable to your use of the Services or to sales you make using the Services, you agree to promptly and fully reimburse Bizzabo for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
12.5.2. Notwithstanding the preceding paragraph, Bizzabo may, in certain jurisdictions, be required to collect and remit Taxes on Bizzabo Fees to the Tax Authorities. In such jurisdictions, Bizzabo will collect Taxes on Fees, from you, and you agree to pay such Taxes. Bizzabo may, at its sole discretion, invoice you for Taxes on Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Fees. Irrespective of Bizzabo’s collection of Taxes on Fees from you, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services.
12.5.3. If you are residing in the EU and have not provided us with your VAT Identification Number (“VAT ID”), we may collect Value Added Tax (“VAT”) from you on the any sales you make using the Services in order to comply with sales tax regulations of the European Union (the “EU”). In such case, we may remit any VAT collected to the relevant tax authority. If you provide us with your VAT ID, we will not collect VAT on sales you make using the Services. It is your sole responsibility to ensure that the VAT ID you provide to us (if any) is accurate, complete, and properly formatted. Please be aware that falsification or misrepresentation of information to evade payment of VAT may result in fines and/or criminal prosecution. You agree to promptly and fully reimburse Bizzabo for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID.
12.5.4. Bizzabo reserves the right to seek payment from you of any amounts on Taxes uncollected and unremitted, related to your events and your use of the Services.
13. Copyright Policy.
13.1. Removal of Content. It is the policy of Bizzabo to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. (the “DMCA”) Section 512, Bizzabo has designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with: (i) the Services and/or (ii) the websites that we operate. Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of Services users who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the DMCA:
13.1.1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
13.1.2. A description of the copyrighted work you claim has been infringed;
13.1.3. A description of where the material that you claim is infringing is located on the Services, with enough detail so that we can find it. Providing URLs in the body of an email is the best way to help us locate content quickly;
13.1.4. Your address, telephone number, and email address;
13.1.5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or applicable law; and
13.1.6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
13.2. Counter-Notification. If you believe that the material you posted was removed from the Services by mistake, and that you have the right to post the material, you may elect to send us a counter-notification. To be effective, the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following (please consult your legal counsel or see the DMCA, Section 512(g)(3) to confirm these requirements):
13.2.1. Your physical or electronic signature;
13.2.2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled. Providing URLs in the body of an email is the best way to help us locate content quickly;
13.2.3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of such material; and
13.2.4. Your name, address and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Bizzabo may be found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.
13.3. Misrepresentations. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
13.4. Copyright Agent. Bizzabo’s agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached as follows:
14. Intellectual Property Rights.
14.1. This Agreement grants you the right and permission to use the Services in accordance with its terms. You acknowledge that Bizzabo and its licensors retain all ownership, title, and interest rights, as well as Intellectual Property Rights in and to the Services, and any or all modifications to the Services, related documentation and marketing materials. We reserve all rights not expressly granted herein to the Services.
14.2. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any Intellectual Property Rights relating thereto.
15. Privacy, Information Security and Data Processing Practices.
15.2. To the extent that the Personal Data we process as part of our Services to you relates to individuals within the EU, then for the purposes of the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Bizzabo is a “Data Processor,” and you are the “Data Controller” as such terms are defined therein. For purposes of this Section 15 all capitalized terms not otherwise defined in this Agreement shall take the meanings ascribed to them under the GDPR.
15.3. To the extent the Services as provided to you are subject to the California Consumer Privacy Act (“CCPA”), then for purposes of the CCPA, Bizzabo is a “Service Provider,” and you are a “Business” as such terms are defined therein.
15.4. Bizzabo will Process your Personal Data as part of our Services, pursuant to the specifications, for the duration, and under the terms, of this Agreement. Bizzabo has no control over the type of Personal Data you and your End Users collect and/or upload to the Platform. Accordingly, Bizzabo has no control over the categories of Data Subjects that your Personal Data relates to.
15.5. Bizzabo will only Process Personal Data in accordance with your instructions, which include (i) this Agreement; and (ii) other reasonable instructions provided by you where such instructions are consistent with the terms of this Agreement. You hereby undertake to only provide Bizzabo with lawful instructions.
15.6. Bizzabo personnel engaged in Processing Personal Data are, and will remain, committed to protecting the confidentiality of your Personal Data.
15.7. Sub-Processors. Bizzabo engages third-party service providers to Process Personal Data on your behalf (each, a “Sub-Processor”). You hereby provide Bizzabo with a general authorization to engage the Sub-Processors, provided, however, that all Sub-Processors have entered into written agreements with Bizzabo that bind them by substantially the same material obligations as set forth in this Section 15.4 et seq. Where a Sub-Processor fails to fulfill its data protection obligations in connection with the Processing of Personal Data hereunder, Bizzabo will remain fully liable to you for the performance of that Sub-Processor’s obligations. Bizzabo may engage new Sub-Processors (each, a “New Processor”) to Process Personal Data. You may object to the Processing of your Personal Data by a New Processor, for reasonable and explained grounds, within five (5) business days following Bizzabo’s written notice to you of the intended engagement with the New Processor. If you timely send Bizzabo a written objection notice, the parties will make a good faith effort to resolve your objection. In the absence of a resolution, Bizzabo will make commercially reasonable efforts to provide you with the same level of Services, without using the New Processor to Process your Personal Data.
15.8. Data Transfer. Bizzabo Processes Personal Data in the USA on the basis of the EU-Controller to non-EU Processor Standard Contractual Clauses (“SCCs”) published by the EU, or successor clauses, or successor instrument to the Privacy Shield. For the purposes of Appendix 1 of the SCCs Bizzabo is the “Data importer,” you are the “Data exporter,” and the “data subjects,” the “categories of data,” and the “processing operations” are as described in this Agreement. For the purposes of Appendix 2 of the SCCs Bizzabo’s security measures are as set forth in Section 15.9 below.
15.9. Security. Bizzabo will maintain industry accepted administrative, physical, and technical safeguards for the protection of the security, confidentiality, integrity, and availability of your Personal Data. These safeguards which include cybersecurity protection in accordance with industry standards, are detailed in the Bizzabo Technical Measures Document which shall be provided upon request. Bizzabo regularly monitors compliance with these safeguards.
15.10. Anonymized and Aggregated Data. Bizzabo may process data based on extracts of Personal Data in aggregated and non-identifiable forms, for Bizzabo’s legitimate business purposes, and may share and retain such data at Bizzabo’s discretion.
15.11.1. Taking into account the nature of the Processing, Bizzabo will assist you by appropriate technical and organizational measures, insofar as this is possible, to fulfill your obligation to respond to requests for exercising Data Subjects’ rights under the GDPR, CCPA, and other applicable laws. Bizzabo will further assist you in ensuring compliance with your obligations in connection with the security of Processing, notification of a Personal Data Breach to supervisory authorities and affected Data Subjects, your data protection impact assessments, and your prior consultation with supervisory authorities, in relation to Bizzabo’s Processing of Personal Data hereunder. Except for negligible costs, you will reimburse Bizzabo with costs and expenses incurred by Bizzabo in connection with the provision of assistance as set forth herein.
15.11.2. In the event that Bizzabo discovers any breaches of, or unauthorized access to, your Account or your Personal Data, Bizzabo shall use reasonable efforts to immediately terminate the unauthorized access and shall notify you without undue delay. Bizzabo shall provide support to you and any other necessary third party to remedy the breach.
15.11.3. Bizzabo will make available to you all information necessary for you to demonstrate compliance with the obligations laid down under Article 28 of the GDPR in relation to the Processing of Personal Data by Bizzabo and its Sub-Processors. Any audit conducted in connection therewith shall be subject to the following terms: (i) the audit shall be pre-scheduled in writing with Bizzabo, at least forty-five (45) days in advance and will be performed not more than once a year (except for an audit following a Personal Data Breach); (ii) the auditor will execute a non-disclosure and non-competition undertaking toward Bizzabo; (iii) the auditor will not have access to any data that is not your data; (iv) you will make sure that the audit will not interfere with, or damage, Bizzabo’s business activities and information and network systems; (v) you will bear all costs and assume all responsibility and liability for the audit; and (vi) you will receive only the auditor’s report, without any Bizzabo ‘raw data’ materials, will keep the audit results in strict confidentiality, and will use them solely for the specific purposes of the audit hereunder; (vii) at the request of Bizzabo, you will provide us with a copy of the auditor’s report; and (viii) as soon as the purpose of the audit is completed, you will permanently dispose of the audit report.
15.11.4. Bizzabo’s Data Protection Team can be reached at: firstname.lastname@example.org.
15.12. Deletion of Personal Data. At your choice, Bizzabo will delete or return to you all your Personal Data after the end of the provision of Services relating to Processing of your Personal Data, and delete existing copies unless any applicable law requires the storage of the Personal Data.
15.13. CCPA. Bizzabo agrees to refrain from taking any action that would cause any transfers of personal information to, or from, Bizzabo to qualify as a sale of personal information under the CCPA. You acknowledge that your uploading, storing, or other use of Personal Information (as defined in CCPA) on the Platform does not form part of any monetary or other valuable consideration exchanged between the parties with respect to this Agreement. Bizzabo shall not retain, use, or disclose any personal information provided by you except as necessary for the specific business purpose of performing the Services for you pursuant to this Agreement or otherwise as permitted by the CCPA.
16.1. “Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, services and product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser, (iii) is received by the Recipient from a third party, and to the best of Recipient’s knowledge, without breach of any obligation owed to the Discloser or any other party, or (iv) was independently developed by the Recipient without relying on Discloser’s Confidential Information. For the avoidance of doubt, Your Content is specifically excluded from the definition of Confidential Information.
16.2. The Recipient will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like nature (but not less than reasonable care). The Recipient shall (i) not use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Discloser in writing, limit the access to Confidential Information of the Discloser to those of its and its affiliates’ employees and contractors who need that access for purposes of performing or exercising the respective party’s obligations or commitments under this Agreement, and who have entered into confidentiality agreements with the Recipient containing protections no less stringent than those herein.
16.3. The Recipient may disclose Confidential Information of the Discloser to the extent compelled by law, provided that the Recipient gives the Discloser prior written notice of such compelled disclosure (to the extent legally permitted).
16.4. The Recipient’s obligations with respect to the Discloser’s Confidential Information herein shall continue through the Term of this Agreement and shall survive the expiration or termination thereof, for any reason, for a period of five (5) years, with the exception of Confidential Information that meets the definition of trade secrets, such as software code, pricing, and customer lists, which shall remain confidential for as long as they meet such definition.
17. Limited Warranty and Disclaimers.
17.1. BIZZABO REPRESENTS AND WARRANTS THAT FOR THE TERM OF THIS AGREEMENT THE SERVICES SHALL BE PROVIDED IN A COMPETENT AND WORKMANLIKE MANNER, FREE OF MATERIAL DEFECTS.
17.2. WE AND OUR AGENTS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES (INCLUDING THE BIZZABO CONTENT), OR THAT OUR SERVICES WILL BE UNINTERUPTED OR ERROR FREE. WE DO NOT REPRESENT OR WARRANT THAT ALL ERRORS IN ANY SOFTWARE CAN BE REMEDIED, NOR DO WE ASSUME ANY RESPONSIBILITY FOR, AND MAKE NO WARRANTY OR REPRESENTATION AS TO, THE COMPLETENESS, RELIABILITY, USEFULNESS OR DECENCY OF THE SERVICES, OR CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SERVICE.
17.3. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR, OR END USERS’, USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.
17.4. TO THE EXTENT PERMITTED BY LAW, IF YOU HAVE A DISPUTE WITH ANY REGISTRANT OR OTHER SERVICE USER, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES, INCLUDING INDEMNIFICATION, ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE OR SERVICE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
17.5. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL CONTENT, INFORMATION, PRODUCTS OR SERVICES OFFERED BY ADVERTISERS, THIRD PARTIES (INCLUDING EVENT PRODUCERS) OR OTHER USERS ON OR THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY LICENSE TO US FROM THIRD PARTIES OR MATERIALS PROVIDED BY OTHER USERS.
17.6. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
17.7. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 17.1 ABOVE, AND ONLY TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY BIZZABO. WE DO NOT WARRANT THAT THE SERVICES WILL BE CONTINUOUS OR UNINTERRUPTED OR THAT IT THEY WILL MEET YOUR OR END USERS’ REQUIREMENTS.
18. Limitation of Liability.
18.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND WITH THE EXCEPTION OF EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER SECTIONS 12 (FEES AND TAXES), 16 (CONFIDENTIALITY) AND 19 (INDEMNITY), IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CLAIMS THAT MAY COLLECTIVELY ARISE UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO BIZZABO FOR USING THE SERVICES WITHIN THE LAST TWELVE (12) MONTHS.
19.1. By Bizzabo. Bizzabo shall indemnify, defend and hold you and your affiliates, and each of their respective officers, directors, employees, agents, consultants, successors and assigns harmless from and against any and all damages, obligations, losses, liabilities, costs and expenses including but not limited to reasonable attorney’s fees (collectively, “Losses”) you may suffer arising from or in connection with any third party action, claim, demand, arbitration, suit, or similar proceeding (each, a “Claim”), only and to the extent arising from: (i) Bizzabo’s infringement of any third party Intellectual Property Right, or (ii) Bizzabo’s gross negligence and/or willful misconduct.
19.2. By You. You shall indemnify, defend and hold Bizzabo and its officers, directors, employees, agents, consultants, successors and assigns harmless from and against any and all Losses Bizzabo may suffer arising from or in connection with any third party Claim, only and to the extent arising from: (i) Your Content; (ii) your or End Users’ misuse of the Services; (iii) any refunds owed or claimed to be owed to Registrants; (iv) your failure to pay or withhold any taxes or other fees required by applicable law; (v) your violation of any third-party right, including without limitation any Intellectual Property Rights, privacy rights, or a Non-Bizzabo Service; or (vi) your gross negligence and/or willful misconduct.
19.3. Indemnification Procedures.
19.3.1. The indemnities set forth herein shall be subject to (i) indemnified party providing the indemnifying party with prompt written notice of a Claim, such notice to be considered prompt except to the extent the indemnifying party is materially prejudiced by its delay; (ii) indemnifying party’s right to solely control, direct the investigation, preparation, defense, and settlement of the Claim, provided however that indemnifying party shall not, without indemnified party’s prior written consent, not to be unreasonably delayed or withheld, enter into any compromise or settlement unless such compromise or settlement includes a complete unconditional and irrevocable release of the indemnified party with respect to the Claim; and (iii) indemnified party providing indemnifying party with reasonable assistance and information.
19.3.2. In the event indemnifying party doesn’t reasonably perform to protect the indemnified party from the Claim, the indemnified party may assume its own defense against the relevant matter otherwise subject to indemnification and the indemnifying party shall exercise reasonable efforts to assist and cooperate with the indemnified party in asserting any available defenses.
19.4. Infringement Claims.
19.4.1. Remedies. If any of our Services provided hereunder becomes, or in our opinion is likely to become, the subject of an infringement claim, you shall then permit us, at our option and expense, to either (i) procure the right to continue using such Service; or (ii) replace or modify such Service so that it becomes non infringing, or (iii) in case options (i) and (ii) are not commercially reasonable, accept the return of such Service with credit therefore, less depreciation for use, damage and obsolescence thereof; or cancel the Service and refund you any prepaid and unused Fees.
19.4.2. Exceptions. Bizzabo shall have no liability for any infringement Claim based upon any conduct involving: (i) the combination of any Service with any other product or service not provided or approved in writing by Bizzabo, (ii) any use of a Service not in accordance with its terms and/or any guidance provided by Bizzabo, (iii) any alteration and/or modification of the Service not performed by Bizzabo. Should any infringement Claim arise in connection with the exceptions above, you shall indemnify Bizzabo, subject to the terms of Section 19.3.
19.4.3. THE FOREGOING STATES THE ENTIRE LIABILITY OF BIZZABO FOR INFRINGEMENT CLAIMS.
20. Term and Termination.
20.1. This Agreement shall remain in effect through the Subscription Term, as set forth in the applicable Order Form, unless terminated by either party in accordance with the provisions of this Agreement.
20.2. A party may terminate this Agreement prior to the end of a Subscription Term if the other party: (i) materially breaches this Agreement and fails to cure such breach within fourteen (14) days of written notice thereof; (ii) becomes insolvent, is unable to pay its debts in the ordinary course of business, becomes the subject of bankruptcy proceedings, or makes an assignment for the benefit of creditors; or (iii) is charged, investigated or convicted of fraud, misrepresentation or in connection with any criminal proceeding. Additionally, Bizzabo may terminate this Agreement immediately if you violate any of the following Sections: 3 (Restrictions), 4 (Your Account), 6 (Your Content), or 23 (Compliance with Laws).
20.3. Upon termination or expiration of this Agreement, you shall cease all use of the Services. This Section 20.3 and Sections 12 (Fees and Taxes), 14 (Intellectual Property Rights), 15 (Privacy, Information Security, and Data Processing Practices), 16 (Confidentiality, in accordance with Section 16.4), 17 (Limited Warranty and Disclaimers), 18 (Limitation of Liability), 19 (Indemnity), 21 22 (Governing Law and Disputes), 23 (Compliance with Laws), and 25 (General), shall survive the expiration or termination of this Agreement for any reason, as well as any other provision of this Agreement which, in accordance with its terms, is intended to survive such termination.
21.1. This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void, provided however that either party may assign this Agreement without the other party’s prior consent, to an affiliate, or in the event of a merger, acquisition, or change of control. In any case of such assignment not requiring prior notice the assigning party will provide the other party written notice of the assignment. Terms and conditions set forth in this Agreement shall be binding upon assignees.
21.2. Notwithstanding the foregoing, your affiliates shall be able to engage with Bizzabo and purchase a Bizzabo license and other Bizzabo Services under the terms of this Agreement. For such purpose, you and your respective affiliate, together with Bizzabo, shall execute an Order Form in a form reasonably acceptable to Bizzabo and relying on this Agreement, in which you shall confirm the legal connection between you and such respective affiliate. By signing such Order Form the respective affiliate shall adopt all terms and conditions of this Agreement as well as its attachments and any future amendments.
22. Governing Law and Dispute Resolution.
22.1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules, and the parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts in the County of New York for the resolution of any disputes or conflicts arising out of or related to this Agreement. The parties hereby irrevocably waive any right to a trial by jury.
22.2. Notwithstanding the foregoing, any dispute, controversy, or claim arising out of or related to this Agreement, including the scope and applicability of this agreement to arbitrate and the propriety of commencing arbitration hereunder, shall be conducted in accordance with the Expedited Procedures set forth in the JAMS Comprehensive Rules and Procedures as those Rules exist on the effective date of this Agreement. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be New York, NY. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. The arbitral award shall be final and binding on the parties and the parties shall carry out the award without delay. Judgment on the award so rendered may be entered by a state or federal court in the County of New York.
22.3. You agree that you will not join claims by other users of the Services, seek to consolidate claims with other users, arbitrate claims as a representative or member of a class, or assert claims in a private attorney general capacity.
22.4. This Agreement evidences a transaction involving interstate commerce and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. (“FAA”) will govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings.
23. Compliance with Laws.
23.1. You agree to comply with all applicable laws and regulations, including but not limited to privacy laws, anti-trust laws, anti-spam laws, consumer protection laws and financial transaction laws, in connection with your use of the Services, your communications and transactions with Registrants, and your performance under this Agreement.
23.2. We may comply with requests from law enforcement authorities and may provide them with any and all information you submit to us to assist in any investigation or prosecution they may conduct. If we are requested or required to provide such information or assistance, we will notify you in writing reasonable time of receiving the request, unless such notification is prohibited.
23.3. Export Laws. You commit not to make the Services available to the resident of any embargoed country or a prohibited person under any export control or anti-terrorism law, regulation, or list. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
24. Force Majeure.
Neither party will be responsible for failure or delay of performance of its obligations under this Agreement, where such failure or delay results from any cause beyond such party’s reasonable control, including, without limitation, an act of war, hostility, or sabotage; act of God; earthquakes, floods, fires, epidemics, pandemics; electrical, internet, or telecommunication outage that is not caused by willful misconduct of the obligated party; or government regulations or restrictions. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
25.1. This Agreement including the policies and addendums linked (by way of the provided URLs) herein shall constitute the entire agreement between you and Bizzabo concerning the Services. No amendment to this Agreement will be binding unless in writing and signed by Bizzabo. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
25.2. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any third-party.
25.3. Bizzabo reserves the right, at its sole discretion, to modify, replace, change, update, upgrade, suspend, or discontinue certain Services, provided such modification, replacement, change, suspension or discontinuation will not adversely alter your use of the Services.
25.4. No agency, partnership, joint venture, or employment relationship are created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
25.5. All legal notices required under this Agreement must be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) and are deemed delivered when received. If to you, the address for such notices shall be your address as listed with us. If to Bizzabo, the address for such notices is Bizzabo Inc., 31 W 27th St. 10th Floor, New York, NY 10001, with a copy to email@example.com. A change of address for notice purposes may be made pursuant to the procedures set forth above.