Bizzabo - MASTER SERVICE AGREEMENT FOR EVENT ORGANIZERS 

Welcome to Bizzabo. Bizzabo enables organizers of professional events to manage and promote their events experience, including communications, analytics, ticketing, polling, reporting capabilities and such other features as may be offered by Bizzabo, from time to time (the “Service”).

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.

  1.  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.

  1.  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.

  1.  Restrictions.

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) perform or attempt to perform any performance or penetration testing, including, but not limited to Approved Scanning Vendors (ASV), Black box, Grey box, White box or any of their bland or combination, without prior written consent of Bizzabo, in which case you undertake (x) to share immediately with Bizzabo the full report and findings of such tests, and (y) not to publish the test results, make them available publicly or share them with third parties without our prior written consent, (v) 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; (vi) 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; (vii) use any communications systems provided by the Service to send unauthorized and/or unsolicited commercial communications; (viii) use the Bizzabo name, logo or trademarks without our prior written consent; and/or (ix) 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.

  1.  Account.

    1.  In order to use the Service, you shall create an account with Bizzabo (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. You may never use another person’s Account or registration information for Bizzabo without permission.

    2.  You undertake and agree to:

      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 or your end users (“End Users”) in any of your geographical locations;

      2.  be solely 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 of content uploaded or provided by you, or imported, copied or uploaded for you, to your Account (“Your Content”) (including for any consequences of accessing, using or publishing Your Content on or with respect to the Services);

      3.  you understand that we do not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith.

  2.  White-Label App.

    1.  If you purchase a private label mobile application together with the Services (the “White Label App”), you shall, for the term of the Agreement:

      1.  Serve as the account owner of record for Google Play and Apple App Store developer accounts (the “Developer Accounts”);

      2.  Grant us an Admin access to the Developer Accounts (the “Admin Access”), including all rights authorizing us to take all necessary actions related to the Developer Accounts on your behalf without obtaining prior consents to such actions. You shall cooperate with us to ensure that the Admin Access, and all Developer Accounts credentials (e.g. username and password) are received by us a minimum of forty five (45) days prior to the launch date of the White Label App;

      3.  Be responsible for all fees associated with the Developer Accounts;

      4.  Not hold us liable for delays of any kind caused by your failure, or by failure of Google, Apple, or any other third party to provide any necessary or required information to us or to take any necessary or required actions in connection with the Developer Accounts. You hereby acknowledge and agree that any your request for a change to the White Label App may cause delays and you may incur additional fees and charges;

      5.  Not access or use the Developer Accounts in any manner that could cause error or interruption. We shall not be liable for any errors, delays, or problems caused by your access or use of the Developer Accounts;

      6.  Cooperate with us by providing, in a timely manner such that we can meet our obligations hereunder, any information and/or taking any action, as necessary or is required, including, but not limited to, the execution of any documents related to the Developer Accounts.

    2.  If you purchase the White Label App, we shall:

      1.  Create the White Label App;

      2.  Assist you, or otherwise access and perform certain actions on your behalf in the Developer Accounts including, but not limited to, activation, set-up, management, maintenance, support, and, with your assistance, as may be required, obtain read-only Developer Accounts and full-access Developer Accounts on your behalf;

      3.  Have the right, but not the obligation, to respond, on your behalf, to White Label App reviews in Google Play and Apple App Store.

    3.  White Label Assets. We shall retain all trademark, copyright, and other intellectual property rights in and to any brand name and brand visualization content that we create in connection with the White Label App. We reserve the right to include elements indicating us as the provider of the White Label App, such as word elements (e.g. “powered by Bizzabo”) and/or design elements (e.g. our logo), in conjunction with such White Label Assets wherever they may appear.

  3.  Bizzabo Content.

    1.  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.

    2.  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).

    3.  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.

    4.  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.

  4.  Your Content.

    1.  You 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 have (and will continue to have) the full power, title, licenses, consents and authority, in and to Your Content, as necessary to legally access to, import, copy, use, publish, transfer or license such Your Content, by you and us or any of our affiliates;

    2.  You have (and will maintain) the full power, title, licenses, consents and authority to allow the Services to access any websites, web pages and/or other online services, for the purpose of importing, copying, displaying, uploading, transmitting and/or otherwise using, Your Content;

    3.  Your Content is (and will 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;

    4.  You have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of Your Content, and you will adhere to all laws applicable thereto.

  5.  Your Fees.

    1.  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 fifteen (15) days of the invoice date unless expressly specified otherwise in the applicable Order Form or invoice.

    2.  The Fees shall be charged by the payment method selected in the applicable Order Form. The Fees are separate from, and additional to, any fees which may be charged by the payment processing provider 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.

    3.  You may be required by us to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, "Additional Information"). As an example, the Additional Information may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or driver’s license number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.

    4.  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.

  6.  Event Registration Fees.

    1.  As part of the creation of a paid event or at any time following such creation you may select a payment processing method for your event that is either provided by us (the “Bizzabo Payment Processor”) or by a third party provider (the “Non-Bizzabo Payment Processor”). For the avoidance of doubt, Bizzabo does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to you other than serving as a limited payment collection agent as set forth below, provided that you chose to use Bizzabo Payment Processor.

    2.  Payment Processing Fees. You agree to pay all service fees of either Non-Bizzabo Payment Processor or Bizzabo Payment Processor, as applicable, for each ticket, registration or other item sold or donation solicited via the Service (the "Service Fee" and "Bizzabo Payment Processing Fee"). The Service Fee and the Bizzabo Payment Processing Fee vary by country and processing currency, and are subject to change from time to time with respect to transactions that occur following the change.

    3.  Non-Bizzabo Payment Processing. When using Non-Bizzabo Payment Processor, you and the persons who register to participate in your events (the “Registrant”) transact the applicable payment through a third party service and are bound by the applicable terms of use governing such service. You will collect all Event Registration Fees from your Registrants (the “Event Registration Fees”) through the applicable third party service and we accept no (and disclaim all) obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

    4.  Bizzabo Payment Processing.

      1.  If you have requested Bizzabo Payment Processor, then upon receipt of Additional Information, we will determine, in our discretion, whether you are qualified to use Bizzabo Payment Processor. If you are not qualified to use Bizzabo Payment Processor, but you are otherwise qualified to use the Services, we will notify you and you may switch to Non-Bizzabo Payment Processor. For risk management and security reasons and to meet the requirements imposed by our payment processing partners, we may from time to time in our discretion impose a transaction limit on the amount of any given transaction that you process through Bizzabo Payment Processor and you authorize us to reject any transaction over that limit.

      2.  When using Bizzabo Payment Processor, payment processing occurs directly through our payment processing partners. We cause our payment processing partners to pass you along the Event Registration Fees on a biweekly basis during each calendar month (each the “Biweekly Period”), each time in the amount equal to 50% of the Event Registration Fees that were actually collected during the relevant Biweekly Period (the “50% Payout”). Such 50% Payouts shall be available to you within fourteen (14) business days following the last day of the Biweekly Period, during which such Event Registration Fees were collected. Within five (5) business days after the successful completion of your certain event, we will cause our payment processing partners to pass you along all the remaining Event Registration Fees related to such event that have been collected by our payment processing partners, but have not yet been paid out to you under the provisions of this Section 9.4.2. All of the aforementioned payouts are subject to (i) deduction of all applicable fees then due, including, but not limited to transaction fees charged by our processing partners; and (ii) our right of setoff against any debts or other amounts owed to us by you under this Agreement, applicable Order Form or other applicable agreement for Service. Such payouts will be made only to the payout information designated by you on the admin dashboard. Payouts are made by Automated Clearing House (ACH). In addition, Bizzabo Payment Processor may allow you to accept payments from Credit Cards, and the Alternative Forms of Payment. You agree that, regardless of the delivery option used by us to make a payout to you, you will not request or use any information related to that payout method (including, but not limited to, any check or check information) for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Agreement.

      3.  You understand and agree that you are responsible for maintaining the security of and control over any check issued to you under this Agreement. If a check we issue to you is lost, stolen, or otherwise fraudulently or erroneously obtained or presented, you agree that we are not liable or responsible for any and all losses arising from the loss, theft, or misuse of the check. You agree that we are entitled to pay any check issued to you under this Agreement, regardless of who presents the check for payment and regardless of whether the check was lost, stolen, or otherwise fraudulently or erroneously obtained or presented.

        Without limiting any other provision in this Agreement, you agree to reimburse us for all claims, losses, costs, and damages we incur regarding any check issued to you, and you agree to reimburse us for all claims, losses, costs, and damages we incur because the check is cashed or deposited more than once, resulting in duplicate payments.

        For ACH transactions, if any bank account number you provide to us, including a bank account number you provide as part of your Additional Information, is inaccurate, you agree that we are still entitled to make payment to that account number, even if the bank account is not owned by you. You agree that we may rely solely on the bank account number you provide to us as the proper identification of your bank account, even if the bank account number identifies a different account from your account. You also agree to reimburse us for any losses or expenses we incur as a result of our reliance on any bank account number you provide to us.

      4.  Prohibited Merchants. By registering for the Service and accepting this Agreement, you represent and warrant that: (a) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Service ("Restricted Countries"); (b) you are not a person or entity or under the control of or affiliated with a person or entity that (i) appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) appears on the U.S. Department of State's Terrorist Exclusion List; (iii) appears on the Bureau of Industry and Security's Denied Persons List; (iv) appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade or (vi) is subject to sanctions in any other country; and (c) you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Credit Card and each Alternative Form of Payment is not presently revoked or suspended.

        If you fall into any of the categories set forth above, as determined by Bizzabo in our discretion, you are a "Prohibited Merchant."

      5.  Prohibited Events. Without limiting the provisions of Section 12.6 (Prohibited Content), you may not post events to the Service or engage in activities through the Service that: (a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation; (b) would be prohibited under the bylaws, rules and regulations, applicable to the Credit Cards and the Alternative Forms of Payment (the “Payment Rules”); (c) take place in Restricted Countries; and (d) contain any content that would violate the terms of this Agreement.

        Any event that falls into any of the categories set forth above, as determined by Bizzabo in our discretion, is a "Prohibited Event."

      6.  Prohibited Transactions. You may not use Bizzabo Payment Processor to process any of the following transactions and you represent and warrant that you will not submit for processing through the Service: (a) any transaction that would violate or is considered "high risk" (or another restricted category) by the Payment Rules, including any transaction regarding adult-related content or activities, illegal goods or services including cannabis, or the paraphernalia associated with any illegal goods or service, purchase of crypto-currency, raffles, sweepstakes, or gambling; (b) any transaction that is fraudulent or criminal in nature; (c) any transaction that would constitute a "restricted transaction" as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; and (d) any transaction that would constitute sending money to another party other than for the purchase of bona fide tickets or registrations to, or solicitation of a donation for, events, or sale of items related to such events.

        Any transaction that falls into any of the categories set forth above, as determined by Bizzabo in our discretion, is a "Prohibited Transaction."

      7.  Remedies. If we discover that you are a Prohibited Merchant, that you have posted a Prohibited Event and/or that you have attempted to process or processed a Prohibited Transaction, we may take any or all of the following actions in our discretion in addition to any and all remedies that Bizzabo may have under the law or under this Agreement: (a) suspend or terminate your Account; (b) alter, edit, or remove any Prohibited Event or any portion thereof; (c) block, reverse or refund any or all of your transactions; (d) hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order; and (e) refer you, your events and/or your transactions and information relating to the same (without further notice to you) to our payment processing partners, the Credit Cards, the Alternative Form of Payments and/or applicable law enforcement agencies for further action.

    5.  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 Registrant’s status and/or any event restrictions prior to the subject event.

    6.  Taxes.

      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 Service and to sales you make using the Service. 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 Service, you 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 your use of the Tax Tools. None of such Tax Tools 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 Service or to sales you make using the Service, you agree to promptly and fully reimburse Bizzabo for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

      2.  Notwithstanding the preceding paragraph, Bizzabo may, in certain jurisdictions, be required to collect and remit Taxes on Bizzabo Service Fees and Bizzabo Payment Processing Fees (the “Bizzabo Fees”) to the Tax Authorities. In such jurisdictions, Bizzabo will collect from you Taxes on Bizzabo Fees, and you agree to pay such Taxes. Bizzabo may, at its sole election, invoice you for Taxes on Bizzabo Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Bizzabo Fees. With the exception of Taxes on Bizzabo Fees that we collect from you pursuant to this paragraph, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Service and to sales you make using the Service.

      3.  If you are residing in the EU and have not provided us with your VAT Identification Number ("VAT ID"), we are required to collect Value Added Tax ("VAT") from you on the Bizzabo Service Fee for paid tickets or registrations sold through the Service in order to comply with sales tax regulations of the European Union (the "EU"). In such case, we will remit any VAT collected to the relevant tax authority. If you provide us with your VAT ID, we will not collect VAT on the Bizzabo Service Fee. 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.

      4.  Except as set forth in Section 9.6.2, in addition, if you use Bizzabo Payment Processor in the US, the IRS requires us to issue a Form 1099-K when you process transactions for more than twenty thousand dollars ($20,000) in gross sales, and for more than two hundred (200) transaction orders, in each case during a given calendar year and in the aggregate across all of your Accounts. Bizzabo is required to report to the IRS (a) the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year; (b) your name; (c) your address; and (d) your Tax Identification Number ("Your Tax Information"). As part of these IRS regulations, we are required to either (a) collect Your Tax Information; or (b) establish that you are a foreign person not subject to US taxes, before your accounts pass the two hundred (200) order transaction threshold in the aggregate. Once your accounts cross the two hundred (200) order transaction threshold, you agree that you will not receive any further payments from Bizzabo until either (a) or (b) above are satisfied.

      5.  Bizzabo reserves the right to withhold the payment of any amounts owed to you hereunder and dispose of them as required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order, in each case as determined by Bizzabo, or to seek later payment from you of any amounts on taxes uncollected and unremitted, related to your events.

    7.  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.

    8.  Refunds & Cancellations for Registrants.

      1.  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 that you have selected.

      2.  You shall ensure that your refund policy is consistent with this Agreement and the refund mechanics of your selected Payment Processor. The Registrant 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.

      3.  All communications or disputes regarding refunds are between you and the Registrant, and Bizzabo will not be responsible or liable for refunds, errors in issuing refunds, or lack of refunds.

      4.  Without derogating from the foregoing, all refunds for Bizzabo Payment Processor transactions must be processed through us, unless we agreed otherwise. For Bizzabo Payment Processor transactions, you can issue refunds to the Registrants directly through the Services within certain windows permitted by our payment processing partners. You agree that no refunds will be made outside of Bizzabo platform (e.g. offline), and Bizzabo Payment Processor refund transactions may only be employed for bona fide event refunds, and not for other money transfers, including without limitation cash advance transactions. You agree to remit funds, that are sufficient to cover refunds due to the Registrant, back to us so that we can process refunds on your behalf.

    9.  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 seven (7) days following the notice.

    10.  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.

  7.  Third Party Sources and Content.

    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”). Any acquisition 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. We do not warrant or support, and we are not liable to you or to the End Users for any of Non-Bizzabo Services.

    2.  Non-Bizzabo Services and Your Data. If you choose to use a Non-Bizzabo Service with Bizzabo Service, you grant us permission to allow the Non-Bizzabo Service and its provider to access your data as required for the interoperation of that Non-Bizzabo Service with Bizzabo Service. We are not responsible for any disclosure, modification or deletion of your data resulting from access by such Non-Bizzabo Service or its provider.

    3.  Interoperation with Non-Bizzabo Services. Bizzabo Services may contain features designed to interoperate 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) for such Non-Bizzabo Services. If the provider of a Non-Bizzabo Services ceases to make the Non-Bizzabo Services available for interoperation 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.

    4.  You acknowledge and agree that regardless of the manner in which Non-Bizzabo Services may be offered to you, Bizzabo merely acts as an intermediary platform between you and such Non-Bizzabo Services providers, and does not in any way endorse any such Non-Bizzabo Services, or shall be in any way responsible or liable to you or to the End Users with respect thereto. Bizzabo will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any such Non-Bizzabo Services providers.

    5.  Any and all use of the Non-Bizzabo Services shall be done solely at your own risk and responsibility, and may be subject to such legal and financial terms which govern such Non-Bizzabo Services, which you are encouraged to review before engaging with them.

  8.  Messages.

    1.  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 11. You retain all of your ownership rights in your Messages. You acknowledge and agree that the provisions of Section 12 (User Submissions) below shall also apply to Messages that you send via the Service.

    2.  Notwithstanding the foregoing, at all times and for any reason, you shall have the right to remove a Registrant or other user from the Service upon notice to Bizzabo. If a Registrant or user is removed from the Service, all such Registrant’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.

  9.  User Submissions.

    1.  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 ‎12.6 (Prohibited Content). Irrespective of our aforesaid discretion, you are solely responsible for all your User Submissions and their consequences.

    2.  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 Registrants. You retain all of your ownership rights in your User Submissions.

    3.  License to User Submissions. Subject to this Agreement and the terms of our Privacy Policy, by submitting the User Submissions, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, license to use, reproduce, distribute, prepare derivative works of, display and perform the User Submissions only for the provision of the Service.

    4.  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.

    5.  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.

    6.  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.

  10.  Copyright Policy.

    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. 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:

      1.  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;

      2.  A description of the copyrighted work you claim has been infringed;

      3.  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;

      4.  Your address, telephone number and email address;

      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 the law; and

      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.

    2.  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):

      1.  Your physical or electronic signature;

      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 access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly;

      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 the material to be removed or disabled; and

      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.

    3.  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.

    4.  Copyright Agent. Bizzabo’s agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached as follows:

      Name: Bizzabo Inc.
      Address: 31 W 27th St, New York, NY 10001
      Telephone: +1-646-517-1135
      Email: support@bizzabo.com

  11.  Intellectual Property Rights.

    1.  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, and any or all modifications to the Services, related documentation and marketing materials. We reserve all rights not expressly granted herein to the Service.

    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.

Intellectual Property Rights” mean all rights, title and interest in and to the Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being, and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.

  1.  Privacy and Information Security.

Bizzabo will protect your data and personal information of Registrants that we may collect or obtain in connection with the Service in accordance with applicable law and our privacy policy which is available at: https://www.bizzabo.com/privacy (“Privacy Policy”). You hereby consent to our treatment of such data and personal information in accordance with our Privacy Policy. You acknowledge and agree that Bizzabo may retain, use and process personal information of Registrants, in accordance with Bizzabo’s Privacy Policy, during and after the term of this Agreement. Bizzabo employs reasonable systems and processes, in accordance with industry standards, to protect your data. Please also be aware that certain personal information and other information provided by you in connection with your use of the Service may be stored on your Device (even if we do not collect that information). You are solely responsible for maintaining the security of your Device from unauthorized access.

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.

To the extent that the personal data that we process as part of our services to you relates to individuals within the EU, then for the purposes of EU data protection laws, Bizzabo is a data processor of your personal information and you are the data controller. Bizzabo's privacy practices as indicated in Bizzabo's Privacy Policy will be deemed as made on your behalf, and you and Bizzabo agree to enter into Bizzabo's Data Processing Addendum, which is available here.

  1.  Limited Warranty and Disclaimers.

    1.  WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICE TO YOU OR TO ANY OF YOUR END USERS AND ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE COMPLETENESS, RELIABILITY, USEFULNESS OR DECENCY OF THE SERVICE, OR CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SERVICE.

    2.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION ‎16.1, 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, 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. WE DO NOT WARRANT THAT THE SERVICE WILL BE CONTINUOUS OR UNINTERRUPTED OR THAT IT WILL MEET YOUR OR END USERS’ REQUIREMENTS.

    3.  WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR OR YOUR END USERS’ USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

    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 ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE OR THE SERVICE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.

    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 SERVICE, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY LICENSE TO US FROM THIRD PARTIES OR MATERIALS PROVIDED BY OTHER USERS.

    6.  WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

    7.  Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply.

  2.  Limitation of Liability.

    1.  UNDER NO CIRCUMSTANCES SHALL BIZZABO 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 YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BUT ONLY TO THE EXTENT PERMITTED BY LAW.

    2.  IN ANY EVENT, BIZZABO’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 THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM. THE LIMITATIONS IN THIS SECTION SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 8 OR YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 18.

  3.  Indemnity.

Bizzabo is not responsible for the conduct or legality of your events or for the legality of Your Content. You agree to defend, indemnify and hold harmless Bizzabo and our affiliates, and our respective officers, directors, employees, agents, consultants, successors and assigns 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) Your Content, any User Submission, Message or other content provided by you or any of your officers, directors, employees or agents, or End Users; (ii) your or End Users use or misuse of the Service (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 events; (vi) your violation of any third party right, including without limitation any Intellectual Property Right or privacy right, or (vii) your violation of any applicable law or regulation. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

  1.  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.

  1.  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.

  1.  Term and Termination.

    1.  This Agreement will remain in effect until terminated by either party in accordance with the provisions of this Agreement. You may cancel this Agreement or an Order Form without cause during any subscription term, provided that you shall remain responsible for payments during the relevant 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 fourteen (14) days. 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), 6 (Bizzabo Content), 7 (Your Content), 12.6 (Prohibited Content), 19 (Export Laws) or 24 (Compliance with Laws).

    2.  Upon termination or expiration of this Agreement, you shall cease all use of the Service. This Section 21.2 and Sections 8 (Your Fees), 9 (Event Registration Fees), 14 (Intellectual Property Rights), 15 (Privacy), 16 (Warranty Disclaimers), 17 (Limitation of Liability), 18 (Indemnity), and 22 (Assignment) through 25 (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.

  2.  Assignment.

This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Bizzabo’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Bizzabo may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.

  1.  Governing Law and Disputes.

    1.  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.

    2.  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.

  2.  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 Registrants, and your performance under this Agreement.

  1.  Force Majeure.

Neither party will be responsible for failure or delay of performance of such party obligations under this Agreement, if caused by: an act of war, hostility, or sabotage; act of God; earthquakes, floods, fires, epidemics; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

  1.  General.

    1.  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.

    2.  Bizzabo reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue certain Services.

    3.  Bizzabo shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Bizzabo’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, except for loss, injury, claim, liability, or damage due to Bizzabo’s gross negligence or willful misconduct.

    4.  No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
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