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Bizzabo - organizer license agreement 

Last Updated: June 26, 2016
 

Welcome to Bizzabo. Bizzabo is a data driven Software-as-a-Service offering (the “Service”) that helps organizers of professional events to manage and promote their event experience, including communications, analytics, ticketing, polling reporting capabilities and such other features of the Service offered by Bizzabo, from time to time. Event goers use Bizzabo to discover, register, purchase tickets and experience events.

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ORDERING, DOWNLOADING, INSTALLING AND/OR USING THE SERVICE.

By ordering the Service using the Bizzabo order form (the “Order Form”), using the Service, or installing and/or using the Bizzabo web or mobile software application (the “Software”) 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 Organizer License Agreement (“Agreement”). The Order Form is 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 purchase or use the Service or register, download, install or use the Software.

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.

2. License
Subject to the terms and conditions of this Agreement, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to: (i) use the Service for events that you organize; (ii) download, install and use the Software on a mobile telephone, tablet, computer or device (each, a “Device”) that you own or control; and (iii) access and use the Service and the Software on that Device in accordance with this Agreement and any applicable Usage Rules (as defined below).

3. License Restrictions
You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Service or Software; (ii) disassemble, reverse engineer, decompile, decrypt or attempt to derive the source code of the Software; (iii) copy (except for back-up purposes), modify, improve or create derivative works of the Software or any part thereof; (iv) circumvent, disable or otherwise interfere with security-related features of the Service or Software or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Software; (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 or Software; (vi) use any communications systems provided by the Service or Software 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 or Software 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.

4. Account
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 for 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.

5. Usages Rules
If you are downloading the Software from a third party mobile device platform or service provider (“Distributor”), please be aware that the Distributor may have established usage rules which also govern your use of the Software and Service (“Usage Rules.”). We specifically refer to the Usage Rules of certain Distributors below in the section below entitled ‘Distributor Requirements and Usage Rules’, but other Usage Rules may be applicable depending on where the Software has been downloaded from. You acknowledge that, prior to downloading the Software from a Distributor or using the Service, you have had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the Software and 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 Software or Service; if you are unable to make such a representation you are prohibited from installing and/or using the Software or 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.

6.Payments

6.1 Fees. As an event organizer, you will be obligated to pay Bizzabo all then-applicable fees, which may include a Platform Fee, any fees charged by Bizzabo for registrants (“Bizzabo Reg Fees") which you have pre-purchased, any Bizzabo Reg Fees incurred after your pre-purchased Bizzabo Reg Fees have been utilized, and any additional fees and charges imposed by Bizzabo for use of the Service, which fees are described in your Order Form and are collectively referred to as “Fees".

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 and, in addition, you will 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 your 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 Platform Fee 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 you selected in your 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.

6.2 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 methods offered by the Service 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.

6.3 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 your 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.

6.4 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 invoices issue using the Service.

6.5 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 disperse 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.

6.6 Refunds & Cancellations for Participants. It is your responsibility to communicate your refund policy to Participants and to issue refunds to Participants via the payment platform 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.

6.7 Delayed Payment; Non-payment. In the event that you fail to pay any amount owed pursuant to the terms herein to Bizzabo when due, the amount in arrears shall bear interest calculated from the due date until payment full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In addition, and without derogating from the above, Bizzabo may, in its sole discretion and without limiting any other right or remedy we may have, setoff the amounts owned against any amount due from Bizzabo to you and/or suspend, block or terminate your Account and to cancel all other events listed by you.

6.8 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 site 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.

6.9 Taxes. You are responsible for all taxes associated with your sale of tickets through the Service (excepting taxes based on Bizzabo’s income), which amounts may be withheld from payments due or invoiced to you.

6.10 Cancellation of an Event. No payments or refunds shall be made to you from Bizzabo with respect to any event that is cancelled.

6.11 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.

7. Third Party Sources and Content

7.1 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”). The Service may 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.

7.2 We are not affiliated with and have no control over any Third Party Sources. We do not assume any responsibility for the content, terms of use, privacy policies, actions or practices of, any Third Party Sources. Please read the terms of use and privacy policy of any Third Party Source that you interact with before you engage in any such activity.

7.3 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.

7.4 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.

8. Messages.
The Service may permit you to send messages (including via email) to a Third Party Source or to other Service users (“Messages”). You are solely responsible for your Messages and the consequences of sending them. You grant us a worldwide license to use, store and reproduce your Messages for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools, software 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 the foregoing license to us. You retain all of your ownership rights in your Messages. You acknowledge and agree that the provisions of Section 11 (User Submissions) below shall also apply to Messages that you send via the Service.

9. User Submissions.

9.1 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 9.6 (Prohibited Content), Irrespective of our aforesaid discretion, you are solely responsible for all your User Submissions and their consequences.

9.2 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, and to enable inclusion and use thereof as contemplated by this Agreement. You retain all of your ownership rights in your User Submissions.

9.3 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, perpetual license to use, reproduce, distribute, prepare derivative works of, display and perform the User Submissions only in connection with the Service.

9.4 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.

9.5 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.

9.6 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 consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement.

10. Copyright Policy

10.1 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 Software, Service and other applications that we license; 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.

10.2 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.

10.3 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.

10.4 Copyright Agent. Bizzabo’s agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached as follows:
Name: Bizzabo Inc . 
Address: 43 West 23rd Street, New York, NY 10010 .
Telephone: +1-646-5171135. 
Email: support@bizzabo.com

11. Intellectual Property Rights

11.1 Ownership. The Software and Service is licensed and not sold to you under this Agreement and you acknowledge that Bizzabo and its licensors retain all title, ownership rights and Intellectual Property Rights in and to the Software and Service (and its related software). We reserve all rights not expressly granted herein to the Software and Service. “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all 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.

11.2 Content. The: (i) content on the Service which has been provided by Bizzabo, including without limitation, the text, information, documents, descriptions, products, software, 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 Software or Service are the trademarks, service marks or logos of their respective owners.

11.3 Sub-Domains. We may provide you with the right to use a sub-domain within the Software. 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).

11.4 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.

12. 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.

13. Privacy and Information Security.
Bizzabo will protect your data and personal information of Participants 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 and use personal information of Participants, 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 customer 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.

14. Limited Warranty and Disclaimers

14.1 Bizzabo warrants that the Service and Software will operate in substantial conformance with the on-line help pages describing the functions and features of the Service and Software. 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 Platform Fee representing the time 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.

14.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1, THE SOFTWARE AND SERVICE ARE 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.

14.3 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.

14.4 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.

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

15. Limitation of Liability.

15.1 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 SOFTWARE OR SERVICE EVEN IF BIZZABO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 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 SOFTWARE OR SERVICE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO BIZZABO FOR USING THE SOFTWARE OR SERVICE WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.

16. Indemnity.

16.1 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 Software or 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 Software or Services with hardware, software, content or other item not supplied by Bizzabo or any modification to the Software or Service other than by Bizzabo.

16.2 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.

16.3 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.

17. Export Laws.
You represent that you are not, and will not make the Software or 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 Software, the Services, nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

18. Updates and Upgrades.
We may from time to time provide updates or upgrades to the Software and Services (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 updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Software and Services. All references herein to the Software and Services shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Software and Services, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

19. Term and Termination.

19.1 This Agreement will remain in effect for the subscription term specified in your Order Form. You may not cancel this Agreement without cause during the subscription term. Each party may at any time, without cause, provide written notice of termination to the other but such termination without cause will be effective upon the conclusion of all subscription periods in effect. 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. 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 (License Restrictions), ‎4 (Account) ‎5 (Usage Rules), ‎9.6 (Prohibited Content) ‎11.4‎ (Use of Content) ‎17 (Export Laws) or ‎22 (Compliance with Laws).

19.2 Upon termination of this Agreement, you shall cease all use of the Software and Services. 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.

20. Assignment.
This Agreement, and any rights and licenses 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.

21. 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. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York, NY, USA, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.

22. 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.

23. General.
This Agreement shall constitute the entire agreement between you and Bizzabo concerning the Service and Software. 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.

24. Distributor Requirements and Usage Rules
Apple. If you download the Software from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS app) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:

24.1 You acknowledge and agree that:

  1. this Agreement is concluded between Bizzabo and you only, and not with Apple, and Bizzabo and its licensors, and not Apple, is solely responsible for the Software and the content thereof.
  2. your use of the Software is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement.
  3. the License granted herein is limited to a non-transferable right to use the Software on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
  4. Bizzabo is solely responsible for providing any maintenance and support services with respect to the Software, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software;
  5. Bizzabo is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Bizzabo’ sole responsibility;
  6. Bizzabo, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the Software or your possession and/or use of the Software, including, but not limited to: (a) product liability claims; (b) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, including in connection with the Software’s use of HealthKit and HomeKit frameworks;
  7. in the event of any third party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation defense, settlement and discharge of any such intellectual property infringement claim;
  8. Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
24.2 You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

24.3 If you have any questions, complaints, or claims regarding the Software, please contact Bizzabo at:

Email: support@bizzabo.com.
Telephone: +1-646-517-1135.
Address: 43 West 23rd Street, New York, NY 10010.

24.3 By entering into this Agreement you, to the extent legally permitted, hereby waive any applicable law requiring that this Agreement be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service, atwww.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).

 

 

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