Welcome to Bizzabo. Bizzabo (the “Service”) enables organizers of professional events to manage and promote their events experience, including communications, analytics, ticketing, polling reporting capabilities and such other features of the Service offered by Bizzabo, from time to time.
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ORDERING OR USING THE SERVICE.
By subscribing to or using the Service you expressly acknowledge and agree that you are entering into a legal agreement with Bizzabo Inc. (“Bizzabo”, "we”, “us” or “our”), and have understood and agree to comply with and be legally bound by, the terms and conditions of this Service Agreement for Event Organizers (“Agreement”). The order form for the Service, accepted and approved by Bizzabo (the “Order Form”) and the Data Processing Addendum (“DPA”) are an integral part of this Agreement. In the event of a conflict between the Order Form and this Agreement, the Order Form will supersede. You hereby waive all applicable rights to require an original (non-electronic) signature or 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 or use the Service.
- Ability to Accept.
You represent and warrant that you are of legal age and legally competent 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.
- Permission to Use.
Subject to the terms and conditions of this Agreement, we hereby grant you a personal, revocable, non-exclusive, non-licensable, non-assignable, non-transferable right and permission to use the Service for events that you organize or manage up to the quota specified in the applicable Order Form.
You agree not to, directly or indirectly, and shall not permit any third party to: (i) license, redistribute, sell, lease, lend or rent the Service; (ii) disassemble, reverse engineer, decompile or decrypt or attempt to derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any documentation or data related to the Service; (iii) copy, modify, improve or create derivative works or features or a competitive product to the Service or any part thereof; (iv) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (v) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Service; (vi) use any communications systems provided by the Service to send unauthorized and/or unsolicited commercial communications; (vii) use the Bizzabo name, logo or trademarks without our prior written consent; and/or (viii) use the Service to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible or inappropriate purpose, or in any manner that breaches this Agreement.
In order to use the Service, you have to create or use an account (an “Account”). If you create an Account, you must provide accurate and complete information about yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any unauthorized use of your Account. You hereby represent and warrant that all information you provide, including but not limited to information concerning your name, address, credit card number or payment service account identification, and other identifying information of any nature will be true, complete and correct, and that you will update all information as it changes.
- Usages Rules.
The Usage Rules that are applicable to the use of the Service are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the Service; if you are unable to make such a representation you are prohibited from using the Service. You agree that any right to refund under the Usage Rules shall not apply to Fees you pay for the Service under Section 6.
- Fees. As an event organizer, you will be obligated to pay Bizzabo all fees described in the applicable Order Form, which are collectively referred to as “Fees”. Payments are due within fourteen (14) days of the invoice date unless expressly specified otherwise in the applicable Order Form or invoice.
When an individual registers to participate in an event managed by the Service (“Participant"), the Service will collect and process the fees you charge the Participant to attend the event (the “Event Reg Fee”) as described in Section 6.3 below and, in addition, you might be charged a Bizzabo Reg Fee for the Participant. Any pre-purchased Bizzabo Reg Fees will be applied to Participant registrations until such pre-purchased fees are fully utilized. Additional Bizzabo Reg Fees will be assessed at the rate specified in the applicable Order Form for registrations processed through the Service after your pre-purchased Bizzabo Reg Fees have been fully utilized. Except as expressly provided herein, you will not be entitled to a refund of any Fees or pre-purchased Bizzabo Reg Fees that are not utilized within the term of the applicable Order Form and you agree that Bizzabo is entitled to retain any such Fees.
The Fees shall be charged by the payment method selected in the applicable Order Form. These Fees are separate from, and additional to, any fees which may be charged by the payment processing platform that you have selected. You hereby represent and warrant that you are authorized and legally entitled to use the payment method and associated account selected by you for all Fees.
You hereby grant Bizzabo the right to utilize and provide any information you submit for purposes of facilitating the completion of any transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any transaction.
- Event Reg Fee Payments. You hereby appoint Bizzabo as your agent for receipt of payment of Event Reg Fees from the Participant, such that receipt of payment by Bizzabo from a Participant will constitute receipt of payment by you. You may choose which payment method you wish to apply to your event. If you elect to receive payment via the Service, the payments will be remitted using a PCI-compliant payment processor, such as Stripe or PayPal (“Payment Processor”), meaning that all monetary payments will be made by the Participant directly to a Payment Processor bank account operated and controlled by the Payment Processor and from such Payment Processor account to you directly. Bizzabo is not and shall not be held responsible for any act or omission on the part of the Payment Processor, a money transmitter or any person acting on its behalf. Ticket availability and the price per ticket for your event (and other transactions) are determined solely by you. Bizzabo will not be responsible or liable for collection of any amount owed by Participants. You acknowledge that registration or ticketing amounts may remain unpaid by any Participant and agree to assume the full risk in connection therewith.
- Payout. Payouts to you of Event Reg Fees collected through the Service will be made in accordance with the payment processing method you have selected and with our payout policy as appears in the applicable Order Form and can later be changed on the admin dashboard. To make the transfer possible, all of your payout information must be properly provided on your account dashboard.
- Invoicing Service. You accept full responsibility for providing invoices to Participants. You acknowledge that the Service’s invoicing service does not automatically assess or identify sales, value-added or other similar transaction taxes (“Taxes”) which may be applicable to you or the Participant. Prior to using the invoicing service, you undertake to identify and include any necessary Taxes associated with transactions for which the invoicing service is being utilized and confirm the adequacy, compatibility and compliance of the offered invoicing service with the laws applicable to your transactions. Bizzabo makes no warranty pertaining to, nor assumes any responsibility for the compatibility or compliance of the invoicing service with the laws applicable in your jurisdiction. You further acknowledge and agree that you alone remain responsible for all filings and reporting requirements ancillary to the issuance of said invoices in accordance with any applicable law. By using the Service, you irrevocably and unconditionally absolve and release Bizzabo from any responsibility or liability whatsoever in connection with the invoicing Service.
- 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 any exchange rates which may be applicable, as published by Bizzabo from time to time.
- Refunds & Cancellations for Participants. It is your responsibility to communicate your refund policy to Participants and to issue refunds to Participants via the payment method that you have selected.
You shall ensure that your refund policy is consistent with this Agreement and the refund mechanics of your selected Payment Processor. The Participant will receive the funds in accordance with the Payment Processor policies and practices. After you have collected your full payout, all refunds will have to be provided outside of Bizzabo. The refund amount cannot exceed your available Payment Processor account balance.
All communications or disputes regarding refunds are between you and the Participant, and Bizzabo will not be responsible or liable for refunds, errors in issuing refunds, or lack of refunds.
- Delayed Payment. Non-payment. In the event that you fail to pay any amount owed pursuant to the terms herein to Bizzabo when due, Bizzabo may, in its sole discretion and without limiting any other right or remedy we may have, setoff the amounts owed against any amount due from Bizzabo to you and/or suspend, block, or terminate your Account and cancel any or all other events listed by you following written notice to you and your failure to pay such amounts in full within fourteen (14) days following the notice.
- 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 Service, and it is your responsibility to verify the Participant’s status and/or any event restrictions prior to the subject event.
- Taxes. You are responsible for all taxes associated with your sale of tickets through the Service, which amounts may be withheld from payments due or invoiced to you.
- Cancellation of an Event. No payments or refunds shall be made to you from Bizzabo with respect to any event that is cancelled for any reason whatsoever.
- Compliance with Law Enforcement. We will comply with 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 to provide such information or assistance, we will notify you in writing within three (3) business days of receiving the request, unless such notification is prohibited.
- Third Party Sources and Content.
- The Service enables you to view, access, link to, and use content from Third Party Sources (as defined below) that are not owned or controlled by us (“Third Party Content”) and also enable you to communicate and interact with Third Party Sources. “Third Party Source(s)” means: (i) third party websites and services; and (ii) our partners and customers.
- We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety or Intellectual Property Rights (as defined below) of, or relating to, any Third Party Content.
- We do not endorse any advertising, promotions, campaigns, products, services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source.
The Service may permit you to send messages (including via email) to and receive messages from a Third Party Source or other Service users (“Messages”). You are solely responsible for your Messages and the consequences of sending them. You grant us a worldwide, revocable, non-exclusive license to use, store and reproduce your Messages solely for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools or services of third party service providers to facilitate the sending of Messages to your designated recipients). You represent and warrant that you own or have the necessary rights and permissions to use all of the Intellectual Property Rights in and to your Messages, and to grant us a limited, revocable, non-exclusive, royalty-free, license in such Intellectual Property Rights solely for the purpose detailed in this Section 8. You retain all of your ownership rights in your Messages. You acknowledge and agree that the provisions of Section 9 (User Submissions) below shall also apply to Messages that you send via the Service.
Notwithstanding the foregoing, at all times and for any reason, you shall have the right to remove a Participant or other user from the Service upon notice to Bizzabo. If a Participant or user is removed from the Service, all such Participant’s (or other user’s, as the case may be) User Submissions (as defined below) shall be promptly deleted, upon your request, and any rights Bizzabo may have had with regards to such User Submissions shall immediately terminate, except that Bizzabo may retain archival copies of such User Submissions.
- User Submissions.
- The Service may permit the hosting, sharing, posting and publishing of content by you and other users (“User Submissions”). Your User Submissions may be posted to the Service, or otherwise be made publicly available. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. We have complete discretion whether to publish your User Submissions and we reserve the right without further notice to you, to monitor, censor, edit, remove, delete and/or remove any and all User Submissions at any time which we believe to be in violation of Section 9.6 (Prohibited Content). Irrespective of our aforesaid discretion, you are solely responsible for all your User Submissions and their consequences.
- Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your User Submissions, solely for the purpose of providing the Services to you and the Participants. You retain all of your ownership rights in your User Submissions.
- Responsibility for User Submissions. You understand and acknowledge that the author of each User Submission is solely responsible for its content and that we have no responsibility for or liability related to any User Submission.
- Disclosure. We reserve the right to access, read, preserve and disclose any User Submission or any other information that we obtain in connection with the Service 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.
- Prohibited Content. You agree that you will not send, display, post, submit, publish or transmit a User Submission or Message 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 of such rights; (iii) creates a risk to a 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 an 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 their contact information and/or personal information; and/or (x) breaches this Agreement.
- Copyright Policy.
- 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. Section 512 (the “DMCA”), Bizzabo has designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with: (i) the Service 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 Service 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:
- a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
b). A description of the copyrighted work you claim has been infringed;
- c) A description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it. Providing URLs in the body of an email is the best way to help us locate content quickly;
- d) Your address, telephone number and email address;
- e) 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 the law; and
- f) 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.
- Counter-Notification. If you believe that the material you posted was removed from the Service 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 Digital Millennium Copyright Act, 17 U.S.C. (the “Copyright Act”) Section 512(g)(3) to confirm these requirements):
- a) Your physical or electronic signature;
- b) 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 access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly;
- c) 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 the material to be removed or disabled; and
- d) 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.
- Misrepresentations. Please note that under Section 512(f) of the Copyright Act, 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.
- Copyright Agent. Bizzabo’s agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached as follows: Name: Bizzabo Inc
Address: 373 Park Ave South, New York, NY 10016
- Intellectual Property Rights
- Ownership. This Agreement grants you the right and permission to use the Service in accordance with this Agreement. You acknowledge that Bizzabo and its licensors retain all title, ownership rights and Intellectual Property Rights in and to the Service. We reserve all rights not expressly granted herein to the Service. “Intellectual Property Rights” means any and all of a party's rights, titles and interests in and to any and all of its own trade secrets, patents, copyrights, service marks, trademarks, know-how or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
- Content. The: (i) content on the Service which has been provided by Bizzabo, including without limitation, the text, information, documents, descriptions, products, graphics, photos, sounds, videos, interactive features and services (the “Materials”); and (ii) Bizzabo’s trademarks, service marks and logos contained therein (“Marks”, and together with the Materials, the “Bizzabo Content”); is the property of Bizzabo and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Bizzabo” and the Bizzabo logo are Marks of Bizzabo and its affiliates. All other trademarks, service marks or logos used on the Service are the trademarks, service marks or logos of their respective owners.
- Sub-Domains. We may provide you with the right to use a subdomain within the Service. All such sub-domains are the sole property of Bizzabo. In the event we provide you with a sub-domain, your right to use such sub-domain may be terminated by us at any time (with or without notice and with or without reason).
- Use of Content. The Bizzabo Content is provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, 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.
- Information Description.
We attempt to be as accurate as possible. However, we cannot and do not warrant that the Bizzabo Content is accurate, complete, reliable, current or error-free. We reserve the right to make changes in or to the Bizzabo Content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the Bizzabo Content.
- Privacy and Information Security.
WE MAINTAIN CYBERSECURITY PROTECTION IN ACCORDANCE WITH INDUSTRY STANDARDS, AND IF REQUIRED UNDER APPLICABLE LAW, WE WILL NOTIFY YOU IN WRITING IN THE EVENT OF ANY DATA BREACH THAT WE DISCOVER AND WHICH COULD REASONABLY LEAD TO AN UNAUTHORIZED OR UNLAWFUL DISCLOSURE OR USE OF YOUR PERSONAL INFORMATION.
In the event that Bizzabo discovers any breaches of, or unauthorized access to, your account, your personal information, or data, Bizzabo shall use reasonable efforts to immediately terminate the unauthorized access and promptly provide notice to you that a breach of your account has occurred. To the extent required under applicable law and subject to the provisions thereof, Bizzabo shall provide any and all notices to third parties as required by law in the event of a breach of your account or unauthorized access to your personal information or data, including but not limited to notices of data breaches to affected third parties. Bizzabo shall provide support to you and any other necessary third party to remedy the breach.
- Limited Warranty and Disclaimers
- Bizzabo warrants that the Service will operate in substantial conformance with the online help pages describing the functions and features of the Service. To the extent permitted by law, in the event of a breach of this warranty Bizzabo’s sole and exclusive obligation and your sole and exclusive remedy is for Bizzabo to make reasonable commercial efforts to correct any non-conformance within a reasonable time or, if Bizzabo fails to do so, for you to terminate the Service in accordance with Section 19, in which case Bizzabo will pay you a pro-rata refund of the subscription Fee representing the months remaining in your subscription period. Bizzabo will have no obligation to refund any Bizzabo Reg Fees or other Fees paid by you under this Agreement.
- EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1, AND ONLY TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND 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. WE DO NOT WARRANT THAT THE SERVICE WILL BE CONTINUOUS OR UNINTERRUPTED OR THAT IT WILL MEET YOUR OR USERS’ REQUIREMENTS.
- TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OUTSIDE OF OUR REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
- TO THE EXTENT PERMITTED BY LAW, IF YOU HAVE A DISPUTE WITH ANY PARTICIPANT OR OTHER SERVICE USER, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
- Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply.
- Limitation of Liability.
- 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 SERVICE EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BUT ONLY TO THE EXTENT PERMITTED BY LAW.
- IN ANY EVENT, A PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO BIZZABO FOR USING THE SERVICE WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM. THE LIMITATION IN THIS SECTION IS IN ADDITION TO AMOUNTS PAID FOR USING THE SERVICE AND SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 OR YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 16.
- Bizzabo agrees to defend, indemnify and hold you harmless from and against any and all third party claims, and associated damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from the Service infringing the third party’s Intellectual Property Rights. Provided, however, that Bizzabo shall have no obligation to indemnify for any claim arising from the combination of the Services with hardware, software, content or other item not supplied by Bizzabo or any modification to the Service other than by Bizzabo.
- Bizzabo is not responsible for the conduct or legality of your events or for the legality of material that you or your Participants send or upload using the Service. Therefore, you agree to defend, indemnify and hold harmless Bizzabo and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) any User Submission, Message or other content provided by you or any of your officers, directors, employees or agents; (ii) any refunds owed or claimed to be owed to Participants; (iii) your failure to pay or withhold any taxes or other fees required by applicable law; (iv) your events; (v) your violation of any third party right, including without limitation any Intellectual Property Right or privacy right, or (vi) your violation of any applicable law or regulation.
- The party seeking indemnification under this Section 16 must give prompt notice of any claim, permit the indemnifying party to assume and control the defense of the claim, and provide reasonable cooperation and assistance in connection with such claim. Neither party will settle any claim subject to these indemnification provisions without the written consent of the other party, except that the indemnifying party may settle a claim without the indemnified party’s consent if the settlement imposes no obligation or liability (that is not assumed by the indemnifying party) and admits no wrongdoing or responsibility on or by the indemnified party.
- Export Laws.
You represent that you are not, and will not 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 Service 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.
- Updates and Upgrades.
We may from time to time provide changes, revisions, updates or upgrades to the Service or any of the features thereof (each a “Revision”) but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic Revision of the Service or features without any additional notice to you. You consent to any such automatic Revision. All references herein to the Services shall include Revisions implemented thereto. This Agreement shall govern any Revisions that replace or supplement the Service, unless the Revision is accompanied by a separate agreement which will govern the Revision.
- Term and Termination.
- This Agreement will remain in effect for the subscription term specified in the applicable Order Form. If you cancel this Agreement without cause during the subscription term you will remain responsible for payments during the current subscription term. A party may terminate this Agreement prior to the end of subscription period if the other party: (a) materially breaches this Agreement and fails to cure such breach within fourteen (14) days of written notice thereof; or (b) 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. Bizzabo may cancel your subscription without cause subject to prior notice of at least ninety (90) days. If Bizzabo cancels your subscription without cause during a subscription term, Bizzabo will refund that portion of the subscription Fees paid for the period following the subscription termination date. Additionally, Bizzabo may terminate this Agreement immediately if: (a) you or your officers, directors, employees, agents or affiliates are charged, investigated or convicted of fraud, misrepresentation or in connection with any criminal proceeding or (b) you violate any of the following Sections: 3 (Restrictions), 4 (Account), 5 (Usage Rules,) 9.6 (Prohibited Content), 11.4 (Use of Content), 17 (Export Laws) or 22 (Compliance with Laws).
- Upon termination or expiration of this Agreement, you shall cease all use of the Service. This Section 19.2 and Sections 6 (Payments), 11 (Intellectual Property Rights), 13 (Privacy), 14 (Warranty Disclaimers), 15 (Limitation of Liability), 16 (Indemnity), and 20 (Assignment) through 23 (General) shall survive 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.
This Agreement, and any rights granted hereunder, may not be transferred or assigned except to an affiliate of the assigning party or in connection with an acquisition, consolidation or reorganization of a party.
- Governing Law and Disputes.
This Agreement shall be governed by and construed in accordance with the laws of New York, NY, USA, without regard to its conflict of laws rules. Any dispute arising under this Agreement shall be resolved via binding arbitration under the rules of the American Arbitration Association in New York, NY, USA. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR BIZZABO MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OF THE SERVICE OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
- Compliance with Laws.
You agree that you will comply with all applicable laws and regulations, including but not limited to privacy laws, anti-spam laws, consumer protection laws and financial transaction laws, in connection with your use of the Service, your communications and transactions with Participants, and your performance under this Agreement.
This Agreement including the policies and/or addendums linked (by way of the provided URLS) to this Agreement shall constitute the entire agreement between you and Bizzabo concerning the Service. 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. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.