Terms of Service
Last Updated: December 18, 2023
These Terms of Service (the “Terms”) are a legal contract between JRNI, Inc. and its affiliates, including without limitation, its Event Farm division (collectively, the “Company”, “we” or “us”) and “you” (and “your,” or “User”). The Terms explain how you are permitted to use the services provided by and through our software-as-a-service platform and website (including those located at https://www.eventfarm.com/) as well as all of our associated internet properties (either linked by the Company and/or by affiliated companies) and any software that the Company provides to you for download, including in your mobile devices (our “Mobile App(s)” or “App(s)”) (all of these virtual properties and mobile applications, collectively, the “Site”). These Terms also govern your use of all the text, data, information, software, graphics, proprietary content and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site. Collectively, the Site, the Materials, and the services provided herein are referred to as the “Service”.
USING THE SERVICE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE. THESE TERMS APPLY TO ALL VISITORS, CUSTOMERS, USERS, VENDORS, AND OTHERS WHO ACCESS THIS SERVICE.
Note: These Terms contain a dispute resolution and arbitration provision, including a class action waiver that affects your rights. This section applies to the extent applicable in your jurisdiction.
Last Updated: May 5, 2021
These Terms of Service (the “Terms”) are a legal contract between MemberSuite, Inc. and its affiliates, including without limitation, its Event Farm division (collectively, the “Company”, “we” or “us”) and “you” (and “your,” or “User”). The Terms explain how you are permitted to use the services provided by and through our software-as-a-service platforms and website(s) (including those located at URLs https://www.membersuite.com/ and https://www.eventfarm.com/) as well as all of our associated internet properties (either linked by the Company and/or by affiliated companies) and any software that the Company provides to you for download, including in your mobile devices (our “Mobile App(s)” or “App(s)”) (all of these virtual properties and mobile applications, collectively, the “Site”). These Terms also govern your use of all the text, data, information, software, graphics, proprietary content and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site. Collectively, the Site, the Materials, and the services provided herein are referred to as the “Service”.
USING THE SERVICE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE. THESE TERMS APPLY TO ALL VISITORS, CUSTOMERS, USERS, VENDORS, AND OTHERS WHO ACCESS THIS SERVICE.
Note: These Terms contain a dispute resolution and arbitration provision, including a class action waiver that affects your rights. This section applies to the extent applicable in your jurisdiction.
These Terms of Service were last updated on February 28, 2018.
These Terms of Service, as modified from time to time, specify the terms and conditions for access to and use of the Service operated by Event Farm, Inc., a Delaware corporation, with a principal place of business at 2448 Main Street, Santa Monica, CA 90405 (“Us”, “Provider,” “Event Farm,” “We,” or “Our”).
These Terms of Service are a legal agreement between you (“You,” “Your” or “User”) and Us. By clicking on the button labeled “submit”, “download”, “I accept”, “I agree”, “open”, “save” or any other similar labeling as may be designated by Us, and/or by downloading, installing and/or using the software, You acknowledge, and unequivocally agree and undertake, without limitation, to be bound by, all of the terms and conditions contained herein, as amended from time to time, which are deemed to include all of such other additional or alternative terms, conditions, rules and policies which are displayed in, or to which You may be directed from, the software, as may be modified by Us from time to time. If you do not agree to any of the terms and conditions contained in these Terms of Service, do not use or continue to use the Service and do not download, install and/or use the Software.
- The ServiceThe “Service” consists of the software and accompanying technology, known as “Event Farm” (the “Software”), for electronic registrations, tickets, confirmations and account management that allows guests access to, purchasing of tickets for, and attendance at live events (“Events”) organized by clients of Event Farm (“Event Producers”)_who are authorized to promote and provide access to such Events.
- Limited License to Use and Access
- Except as otherwise set forth in any applicable License Agreement, Event Farm hereby grants You a non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for the purposes of browsing the Service, and searching for, viewing, registering for, and interacting with, an event that is registered on the Service, in each case (i) in compliance with these Terms of Service and (ii) to the extent permitted under all applicable laws and regulations. Notwithstanding the foregoing, You shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Service; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Service; (iii) rent, lease, resell, distribute or use the Service for timesharing, service bureau, or commercial purposes; (iv) remove or alter any proprietary notices or labels on or in the Service; (v) engage in any activity that interferes with or disrupts the Service; or (vi) engage in any fraudulent activity or activity that facilitates fraud.
- You acknowledge and agree that access to the Service may be restricted for the following reasons, including, but not limited to: (i) equipment or network malfunctions; (ii) routine maintenance, repairs, or administrative reviews; or (iii) causes beyond the control of Event Farm or which are not reasonably foreseeable. We will make every attempt possible to limit disruptions of service and will work diligently to restore service should a disruption occur.
- All rights, title and interest in and to the Service (and any derivative works thereto) and all underlying intellectual property rights thereto, are and at all times will be, the sole and exclusive property of Event Farm or its licensors, as the case may be. The Service may not be used for the benefit of any third parties not authorized herein or under an applicable License Agreement, including without limitation, in an outsourcing, timesharing, or ASP arrangement, or in the operation of a service bureau. Except as expressly set forth in these Terms of Service or an applicable License Agreement, You acquire no rights in or to the Service and you shall not use the Service other than as specifically set forth in Terms of Service or an applicable License Agreement.
- You shall not (and shall not permit any other party to) copy, translate, decompile, reverse engineer, merge, adapt or modify the Service in any way, and no derivative work may be created therefrom. In addition, You shall not (and shall not permit any other party to) avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that Event Farm may include, require or establish with respect to the Service.
- You shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by Event Farm on or in the Service, and shall ensure that all such notices are reproduced on all copies of the Service (whether or not making of copies is otherwise permitted hereunder).
- You Must be 13 Years or OlderThe Service is intended for users 13 years of age or older. You acknowledge that the Service may allow access to information and Content which is sexually explicit, obscene or offensive, or otherwise unsuitable for children. You agree that the supervision of use of the Service by children is your responsibility and that Event Farm is not responsible for access by You or any other users to objectionable or offensive content. Event Farm strongly recommends the use of commercially available content filtering or parental control software.
- Registration and Accounts(Not Applicable to Event Producers)
- When you complete our registration process you will create a password that will enable you to access the Service. You agree to maintain the confidentiality of Your password, and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of Your password. You agree to immediately notify Us of any unauthorized use of Your password or any other breach of security. You agree that We cannot and will not be liable for any loss or damage arising from your failure to comply with this obligation.
- You are responsible for all use of the Service under and in relation to Your account, whether by You or anyone using Your account with or without Your permission, and to pay for all activity associated with Your account.
- Any and all information provided by You during the registration process for the Service must be accurate, complete and current.
- You shall be responsible for maintaining the confidentiality of any passwords and/or other account identifiers which You choose, or which are assigned, with relation to Your registration to the Service.
- In order to provide You easy access to Your account for the Service, We may place a “cookie” on your personal computer or mobile device or use any similar technology that will enable Us and our third party service providers to recognize You as the account holder and provide You with direct access to Your account without requiring You to retype any password or other user identification.
- We shall also store (securely) Your login credentials for the Service, to periodically perform automatic license and account validation.
- You may not request and/or allow any third party to perform anything with relation to the Service, the Application and/or any Content, which is prohibited under these Terms of Use.
- You shall at all times exclusively be responsible for any and all acts and/or omissions that occur under Your account, including without limitation for unauthorized use of the Service, and You acknowledge that in no event shall Event Farm be liable in any way for any loss and/or damage incurred as a result of, or in connection with, any act and/or omission that occurs under Your subscription account. You must notify Us immediately if You become aware of unauthorized use of the Service under Your account.
- With relation to the access granted to You to access the Service and any component thereof, and/or to Your use thereof, You shall not perform, whether directly or indirectly, any of the following:
- Post, publish, transmit, link to, or otherwise distribute:
- Any information constituting, or encouraging conduct that would constitute, a criminal offense or civil liability;
- Any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;
- Any information or software which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component; or
- Any information, software or other material obtained through the Service, or any derivative work thereof, which is protected by copyright, or any other intellectual property right – without obtaining permission of the copyright owner or right holder;
- Use the Service in a manner which is contrary to law or which may restrict or inhibit any other user from using or enjoying the Service;
- Defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of any other, including (without limitation) rights relating to privacy and/or publicity;
- Impersonate, or falsely represent Your association with, any person, including without limitation any representative of Event Farm, any Event Producer or third party service provider;
- Use, reproduce, sell, resell or otherwise exploit the Service for any commercial purpose.
- Post, publish, transmit, link to, or otherwise distribute:
- You must not use any feature of the Service for chain letters, junk mail, or “spamming” nor make any use of the distribution lists in a manner involving any person who has not given specific permission to be included in such a process. An e-mail advertisement that is (a) addressed to a recipient with whom You do not have an existing business or personal relationship and (b) is not sent at the request of or with the express consent of the recipient to receive such communications from You (“spam” or “spamming”) is strictly prohibited. If You use any feature of the Service for the purpose of sending spam, We reserve the right to immediately terminate Your access to the Service and to seek appropriate legal recourse, as necessary. If You believe that other users are using the Service for Spam, please notify Us using the “Contact Us” form on the Service or by emailing Us at legal@eventfarm.com.
- Acceptable UseThe actions of individual events or users take can have a big impact on our abilities as a system. That’s why all Event Farm users must follow this Acceptable Use Policy. If you violate this policy, we may suspend or terminate your account.Consents and Legal Compliance for MessagingThe following terms and information constitute an introduction to the concept of spam and the general contours of a responsible, permission-based text marketing campaign. In addition, our Anti-Spam Policy applies to your use of the Platform and is incorporated into these Terms by this reference. This general information is not an exclusive source for applicable laws, guidelines, and compliance responsibilities pertaining to your use of the Platform. This Section is not intended to nor shall it be deemed to constitute legal advice. You should consult a lawyer for legal advice on your texting practices. The information herein is provided merely as a courtesy and is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your messages prior to using the Platform.
- What is spam? Spam is any type of unsolicited message. You should not assume that an existing relationship with any message recipient constitutes permission to send text messages. For example, if a customer disclosed a mobile number to you in the course of business but did not give you specific permission to send marketing messages, you may not have permission to send text messages to that mobile number. Also, some federal and state laws restrict the hours and days when marketing calls can be made. Before using the Platform, you agree to review and abide by all federal, state, and local laws, including, but not limited to, the following laws, and to check for any revisions, as they may be amended over time.
- Telephone Consumer Protection Act (‘TCPA’)
- Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act of 2003
- Mobile Marketing Association (‘MMA’) U.S. Consumer Best Practices Guidelines for Messaging
- CTIA – The Wireless Association – Best Practices and Guidelines for Location-Based Services
- For further information, please visit websites, including:
- You represent and warrant that the owners of the phone numbers to which you transmit Messages through Event Farm have consented or otherwise opted-in to the receipt of such messages, in accordance with the TCPA and other applicable laws and regulations. You acknowledge that you are solely responsible for all acts or omissions or violations of law that may occur in connection with your use of Event Farm’s Platform or Services.
- The Service may allow you the ability, at our discretion, to upload mobile numbers. You acknowledge and agree that you shall have sole responsibility for obtaining any consents for uploaded mobile numbers and for complying with any terms and/or conditions that may govern these previously opted in mobile numbers, even if you should use any mobile alert terms and conditions we make available through the Service.
- You agree that you will not access or otherwise use any third-party list of phone numbers or otherwise engage in unsolicited messaging in connection with the Service. Additionally, you agree not to send messages to your users beyond the frequency represented in any disclosures or terms.
- You agree that you will import, add, edit, access and otherwise use in connection with the Service only contact information with proof, which you shall retain, of each user’s consent to receive communications from you. We reserve the right, at our sole and absolute discretion, to suspend or deny access to import functions, to impose a stringent qualification process, to require proof of consent or opt-in method, or to require documentation of your or your organization’s legal identity.
- You agree to represent truthfully your identity, the identity of your organization, your product or service, availability of goods or services, pricing, benefits, and any other offering aspects in your messaging.
- You agree to comply with all local, state, and federal laws and regulations as well as general industry best practices governing your content or promotion type.Event Farm maintains a no-tolerance policy towards spam. Although Event Farm does not assume the duty or obligation to monitor messages, we reserve the right, in our sole and absolute discretion, to monitor any and all messages created or sent by you or any third party at any time without prior notice to ensure that they conform to the guidelines and policies pertaining to our Site and Services. All Messages must conform to the latest available best-practice guidelines published by the Mobile Marketing Association (currently available at http://www.mmaglobal.com/policies/consumer-best-practices), which you agree to review before using the Service. For example, and without limitation, these guidelines may require “STOP” instructions. The Service provides mandatory STOP instructions on your first welcome message and pre-populates STOP instructions for subsequent messages. You are solely responsible for any claims or incidents that may result from your attempt to circumvent or remove these STOP instructions. You agree that any individuals requesting “Do-Not-Call” (“DNC “) status shall immediately be placed on your company DNC list and except as otherwise noted above, Event Farm shall have no other responsibility for notifying you of such opt-outs. You further agree that you will not initiate any subsequent messages to any individuals after they make a DNC or other opt-out or stop request.You hereby acknowledge and confirm that you are solely responsible for the content of your messaging. You will ensure that any and all consents have been obtained, including, without limitation, consent for the delivery of commercial and marketing messages. You hereby acknowledge that Event Farm merely provides a platform for facilitating the sending of your Messages, and that you shall have sole responsibility and liability for your Messages and communications. You also agree to defend, indemnify and hold harmless Event Farm from and against any claims or damages which may result from your use of the Service, including, but not limited to, claims, damages, or lawsuits threatened or filed by third parties as well as inquiries and investigations by local, state and federal regulators (see Indemnity provision for a complete list of your indemnities to Event Farm). We reserve the right to hold, suspend or terminate your account or access to the Platform and/or Services for any alleged violation of this Section and/or any unusual or suspicious activity related to your account.Prohibited ContentPlease don’t use Event Farm to send anything offensive, to promote anything illegal, or to harass anyone. You may not send:
- Pornography or other sexually explicit Emails
- Emails offering to sell illegal goods or services
- Emails that violate CAN-SPAM Laws
- Marketing or commercial email without permissionSome industries have higher-than-normal abuse complaints, which can in turn jeopardize the deliverability of our entire system. Nothing personal, but in order to maintain the highest delivery rates possible for all our customers, we can’t allow businesses that offer these types of services, products, or content:
- Escort and dating services
- Pharmaceutical products
- Work from home, make money on online, and lead generation opportunities
- Online trading, day trading tips, or stock market-related content
- Gambling services or products
- Multi-level marketing
- Affiliate marketing
- Credit repair and get out of debt opportunities
- Nutritional, herbal, and vitamin supplements
- Adult novelty items or references
- List brokers or list rental servicesIf you send this sort of content, most email services providers won’t be able to help you. You might want to look into setting up your own mail server.Prohibited ActionsWe work hard to keep our system clean, but we count on our customers to pitch in too. You may not:
- Send Spam. By “spam,” we mean the definition on the Spamhaus website. In short, spam is “unsolicited bulk email.”
- Put into your Email any material that wasn’t created by you, provided for you to use, or that would violate anyone’s rights. That includes text, photos, graphics, and other content.
- Use any misleading or incorrect names, addresses, email addresses, subject lines, or other information on the Website or in any Emails created or sent using our Service.
- Share your password.
- Decipher, decompile, disassemble, or reverse engineer any of the software on our Website, or in any way used or downloaded from the Website.
- Use any of the software on our Website, or downloaded from the Website, to create a competing product.
- Set up multiple accounts for any person or entity in order to send similar content, unless you’re part of a franchise.
- Import or incorporate any of this information into any lists, emails or uploads to our servers: Social Security numbers, passwords, security credentials, or sensitive personal information of any kind.
- Use an outside unsubscribe process.
- Upload or send to purchased lists, rented lists, or third-party lists of any kind.
- Send content created in Event Farm through another service.SpamAs email delivery is part of our services, we feel it’s our responsibility to be extra vigilant about preventing spam-related abuse. It’s also in our best interest to keep the system clean, because our reputation and deliverability depend on it. That’s why you may only use Event Farm to send Emails to people and entities that either:
- Gave you written (including electronic) permission to send Emails to them, have not withdrawn that permission, and:
- gave you that permission in the past 12 months; or
- didn’t object to promotional content you sent them in the past 12 months.
- Gave you their name and email address in connection with a purchase, or negotiations to purchase, a product or service from you, have not opted out from receiving your emails, and either:
- purchased something from you or negotiated a purchase from you in the past 12 months; or
- didn’t object to promotional content you sent them in the past 12 months.If you send Emails to a list and you get an unusual amount of SPAM complaints, ISPs will start blocking emails from your company. They’ll also ask Event Farm to shut down your account (“ask” is putting it mildly). So if you don’t have proof that every recipient on your list opted-in to receive your emails, or otherwise meets the requirements listed above, then don’t import the email addresses into Event Farm.Best PracticesHere are some steps you can take to avoid accidentally becoming a spammer or otherwise wreaking havoc on our system:
- Importing from a CRM? Break your list into separate segments or interest groups so you can send relevant content to your customers (“People I met at a trade show,” “People who bought a certain product from us in the past”). Don’t just mix a bunch of different lists together and send one “blast” to all of them. And while we’re at it, don’t call it a “blast.”
- If you’re sending on behalf of clients, educate them about responsible email marketing. They’re depending on you to be the expert. Event Farm’s Resource Library is a great place to start.
- Before importing a list into Event Farm from your CRM or another database, read and understand our permission rules. Remove any prospects or leads that didn’t explicitly request email marketing from you or otherwise meet the requirements in our Terms. Even if you’re sending email marketing to customers that consented to receive your Email, you’re still required by law to allow them to opt out of your email marketing list (you may need to turn on that feature in your CRM tool).Thanks for taking the time to read our Acceptable Use Policy. If you follow these guidelines, then you should have smooth sailing with your Event Farm account.
- What is spam? Spam is any type of unsolicited message. You should not assume that an existing relationship with any message recipient constitutes permission to send text messages. For example, if a customer disclosed a mobile number to you in the course of business but did not give you specific permission to send marketing messages, you may not have permission to send text messages to that mobile number. Also, some federal and state laws restrict the hours and days when marketing calls can be made. Before using the Platform, you agree to review and abide by all federal, state, and local laws, including, but not limited to, the following laws, and to check for any revisions, as they may be amended over time.
- Fees Assessed by Event Producers; Payments to Event Producers(Not Applicable to Event Producers)Event Producers may require or request fees for attendance at Events. Individual Event fees are at the discretion of each Event Producer, who decides whether such fees are required, the amount, payment options, refund policies, and how such fees will be spent. In some cases, Event Farm will provide transactional processing services for Events and in other cases fees assessed by Event Producers are remitted to Event Producers directly. Nonetheless, transactions in all cases are controlled by the Event Producer. As a condition to using this Service, you acknowledge that Event Farm does not control the transaction. You further acknowledge that, to the extent that You use PayPal or another payment mechanism (e.g. check or cash) to pay fees assessed by an Event Producer, you bear all risk in connection with the transaction. Refunds of any payment you make to any Event Producer are subject to that Event Producer’s policies and applicable law. If you believe any payment to an Event Producer is in error, you must contact the Event Producer to seek resolution. Your correspondence or business dealings with, or participation in promotions of events, including payment and related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the applicable Event Producer. Event Farm will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Services. All communications and disputes regarding chargebacks and refunds are between the Event Producer and You and Event Farm will not be responsible or liable in any way for chargebacks in connection with Your use of the Service.
- Disclaimers and Release for Events and other Features(Not Applicable to Event Producers)
- Your participation in any public or private Event or other feature of the Service is at Your sole and exclusive risk. The host of any Event may refuse admittance, may charge an admission fee, or ask You to leave an Event at any time for any reason. By using the Service, You agree and understand that in connection with Your participation in any Event, you may be exposed to a variety of hazards and risks, foreseen or unforeseen, which may or may not be inherent in those Events. These inherent risks include, but are not limited to, the dangers of serious personal injury, property damage, and death (injuries and damages) from exposure to the hazards of public or private outings and activities. By using the Service, You acknowledge and agree that injuries and damages can occur by natural causes or by the acts of other persons or third parities, either as a result of negligence or because of other reasons. You are personally responsible for all costs and/or risks associated with any public or private Event. Notwithstanding anything to the contrary herein, to the fullest extent allowed by law, You agree to waive and discharge all claims, release us from all liability and indemnify and hold harmless Us, our subsidiaries, affiliates, officers, agents, and other partners and employees from any and all liability on account of, or in any way resulting from injuries and damages in any way connected with any Events. You acknowledge and agree and intend that this assumption of risk and release is binding upon You and Your heirs, executors, agents, administrators and assigns, and includes any minors accompanying You at the Events.
- Release. Because We do not supervise or control the events promoted by Event Producers or interactions among or between users of Our Service and other persons or companies, and because We are not involved in any way with the actions of any individuals at events, and because We do not control PayPal, credit card companies or other payment processing companies, You agree that You bear all risk and you agree to release Us (and Our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) and Our designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Service, our resolution of any disputes among users, and your transportation to or from, attendance at, or the actions of you and other persons at Events. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which You have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or non-statutory law of any other jurisdiction to the full extent that You may lawfully waive all such rights and benefits.
- Representations About Information You Submit Using the ServiceIf You are licensing the Service under an applicable License Agreement, You represent and warrant to Event Farm that:
- You have or own all authority and rights, including rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including moral and similar rights (“Intellectual Property Rights”), necessary to authorize Event Farm to perform any Services on Your behalf under an applicable License Agreement, and including all necessary use and/or ownership rights to advertise, market and conduct all ticket transactional services for the Events;
- You have or own all valid and necessary authority, including all necessary use and/or ownership rights, to contact, solicit, market to, seek to transact business with, and otherwise communicate with (whether solicited or unsolicited) all emails on any list used through the Service, and to authorize Event Farm to provide such services on your behalf;
- You have complied and will continue to comply with all applicable federal, state, county and local laws, ordinances, regulations and codes, including but not limited to, all laws applicable to internet and marketing communications, acquisition and use of email lists and other personally identifiable information; and
- With respect to any email or other contact information to be used through the Service:
- You have not received any opt-out or unsubscribe request within the last 12 months, and You have honored requests for unsubscribes within a 10-day window as required under the Federal “CAN-SPAM” law;
- You have no knowledge of, and has no reason of which to be aware, that any such information is invalid, misspelled, disabled or unauthorized; and
- To Your knowledge, no such emails have been acquired through means of email “harvesting” or otherwise through automatic creation through guessing techniques or using dictionaries to create addresses.
- Intellectual Property
- Event Farm Content. You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, “Content”) contained in or delivered via the Service (“Event Farm Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Event Farm may own the Event Farm Content or portions of Event Farm Content may be made available to Event Farm through arrangements with third parties. Except as expressly authorized by Event Farm in writing or in connection with Your use of the Service, You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Event Farm Content, or post any Event Farm Content on any other website or in a networked computer environment for any purpose. You shall use the Event Farm Content only for purposes that are permitted by these Terms of Service and any applicable laws and regulations. Any rights not expressly granted herein are reserved.
- Your Content. Except as otherwise set forth in any applicable License Agreement, You acknowledge and agree that if You contribute, provide or make available any Content to the Service (“Your Content”), You hereby grant to Event Farm a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, but only for the limited purpose of providing the Service on an uninterrupted basis, without compensation to you or any other provider of Your Content. You represent and warrant that You have all the rights, power and authority necessary to grant the foregoing license, and that Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, (ii) does not involve gambling, gaming, sweepstakes, and/or any other activity with an entry fee and a prize, and (iii) complies with all applicable laws and regulations. Event Farm reserves the right to remove any of Your Content from the Service at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Your Content) or for no reason.
- Event Farm’s Trademarks. Event Farm’s trademark and service marks, and logos, products and service names, are trademarks of Event Farm (“Trademarks”). Except as otherwise permitted by law, you agree not to display or use in any manner the Trademarks without Our prior written consent.
- Limited License Applicable to Event Producers Only. Event Farm retains a license to use any materials produced by Event Farm for the purpose of an Event for award entries, business development activities and other marketing activities, subject to the obligations of confidentiality set forth in this Agreement.
- Disclaimer of WarrantiesYou expressly agree that your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. Event Farm expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement as to the operation of the Service, or the information, content, materials, or products included in the Service. We make no warranty that the Service will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error free. We make no warranty as to the results that may be obtained from your 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. 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. We assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability, usefulness or decency of the Service, or content or products distributed or made available by third parties (including Event Producers, advertisers and users) through the Service. You will be solely responsible for any damage to your computer system or loss of data that results from your attempt to download any material from the Service. 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.
- Limitation of LiabilityYou expressly agree that Event Farm shall not be liable for any indirect, incidental, special or consequential damages, including, but not limited to, damages for loss of profits, use, data or other intangibles, even if Event Farm has been advised of the possibility of such damages, resulting from the (i) use or the inability to use the Service; (ii) any goods or services purchased or obtained or content received or transactions entered into with Event Farm or a third party (including any Event Producer) through the use of the Service; (iii) inaccuracy of any information obtained from use of the Service or reliance on such information; or (iv) unauthorized access to Your account or alteration of Your account or data. You specifically agree that Event Farm is not responsible or liable to You or anyone else for any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, sexually explicit or otherwise objectionable conduct or speech of any other party on or through the Service, or for any infringement or violation of Your rights by any other party, including, but not limited to, intellectual property rights, rights of publicity or rights of privacy. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, therefore some of the above limitations may not apply to You.
- IndemnificationYou agree to indemnify, defend and hold harmless Event Farm, its subsidiaries, affiliates, officers, directors, employees, consultants, agents, successors and assigns from any and all third party claims, liability, damages, costs or demands, including, but not limited to, attorneys’ fees, arising from (i) Your use of the Service, including, but not limited to, all content therein and any products or services obtained by you through the Service, (ii) violation of these Terms of Service by You (including, without limitation, , (iii) the infringement by You (or other user of the Service using Your account) of any intellectual property or other right of any person or entity; (iv) Your combination, operation or use of the Service with technology or other materials not supplied by Event Farm for such purpose; (v) Your alteration or modification of the Service; (vi) any matter described in this Section 11, or (vii) Your violation of any applicable law or regulation.
- Digital Millennium Copyright Act (DMCA) and Copyright NoticesWe respect the intellectual property of others, and we ask Our users to do the same. We may, in appropriate circumstances, and at Our discretion, terminate the accounts of users who infringe the intellectual property rights of others. If You believe that your work has been copied in a way that constitutes copyright infringement, please provide Our Copyright Agent with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that You claim has been infringed;
- A description of where the material that you claim is infringing is located on the Service;
- Your address, telephone number and email address;
- 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
- 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.Please contact Our Copyright Agent for Notice of claims of copyright infringement at:Registered Copyright Agent
Event Farm, Inc.
2448 Main Street
Santa Monica, CA 90405
legal@eventfarm.com
- No Export of Software You acknowledge that the laws and regulations of the US restrict the export and re-export of certain software. Accordingly, You shall not export, directly or indirectly, all or part of the Service, or any product or other materials derived therefrom, to any country without the appropriate US and/or foreign government licenses. You shall not export (including, without limitation, via the Internet) the Service to any country subject to US embargo.
- No Assignment or Delegation No rights, obligations, or duties under these Terms of Service shall be assigned or delegated by You. Any such attempted assignment or delegation shall be void and of no effect. Event Farm may assign rights, obligations and/or duties under these Terms of Service without your consent.
- Waiver No waiver of any term, provision or condition of these Terms of Service, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
- Modification and Amendment We have the right, at any time and without notice, to add to or modify these Terms of Service, by delivering such amended terms to You by e-mail at the address provided to Us by You. Your access to or use of the Service after the date such amended terms are delivered to You shall be deemed to constitute acceptance of such amended terms. No modification made by You shall be binding upon Us unless it is made in writing and signed by Us.
- Force Majeure If the performance of any part of these Terms of Service by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused without liability to the extent that it is prevented, hindered, or delayed by such causes.
- Severability If any one or more of the provisions contained in these Terms of Service shall for any reason be found to be invalid, illegal, or unenforceable in any respect, said finding shall not affect the remaining provisions of these Terms of Service, which shall be enforceable to the fullest extent permitted by law.
- Governing Law and Forum These Terms of Service shall be governed by the laws of the State of California, excluding its conflicts-of-law provisions. You acknowledge and agree that all actions, claims, or disputes arising under or relating to these Terms of Service shall be brought in the federal or state courts of California. You irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Los Angeles County, California. You hereby irrevocably waive any and all objections which You may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in Los Angeles County, California and to the venue of any such suit, action, or proceeding brought in any federal or state court in Los Angeles County, California.
- Notices Except as provided herein, all notices relating to the Service, Your use thereof or these Terms of Service, sent by either party, shall deemed to be delivered when sent via e-mail to the other party’s last known e-mail address. If You terminate these Terms of Service as permitted pursuant to these Terms of Service, Your e-mail shall be deemed to be delivered when We send You a confirmatory response regarding said termination.
- Survivability The respective rights and obligations of the parties under Sections 5-10, 17-20 and as otherwise provided in these Terms of Service, shall survive any termination or expiration of these Terms of Service.
- Benefit Except as otherwise expressly provided herein, these Terms of Service shall inure to the benefit of and be binding upon both parties, their heirs, executors, administrators, and legal representatives.
- Further Assurances You agree to execute and deliver any additional documents and instruments and perform any additional acts, in a reasonable period of time, which may be appropriate or necessary to perform and effectuate the provisions of these Terms of Service.
- Headings and Order The headings and sequential order of the sections contained in these Terms of Service are for convenience or reference only and shall have no substantive or procedural effects in construing the provisions of these Terms of Service.
- THE SERVICE.
The Service includes an integrated, software-as-a-service enterprise-level platform, that facilitates among other services, any or all of the following: (i) membership management by associations; (ii) events’ management; and (iii) event experiential engagement services. Our Service enables our customers (each a “Customer”) and our Customers’ constituents (defined below) to manage their own Users (defined in Section 5) and their membership engagement and/or events, by accessing and using the features provided through the Service, including our online dashboard experience and our application programming interfaces (“API”). The Service provides both an internal management console for use by our Customers and their authorized Users (the “Console”), and a user-facing portal for use by Customer Constituents and their own authorized Users (the “Portal”). For purposes of these Terms, “Customer Constituents” means the companies, individuals, universities, suppliers, licensees, registrants, attendees, and/or any other organizations that have fulfilled, or are in the process of fulfilling, Customer’s formal membership process or access to their user community.
- MODIFICATIONS AND ADDITIONAL TERMS.
(a) Changes to these Terms. The Company can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Site and by providing a notice on the Service. We will ask for your express consent to the updated Terms where we are legally required to do so, and our notice to you will explain how you can accept or reject the changes. If you do not agree with any of the updated Terms, you must stop using the Service. Unless otherwise required by law, the updated Terms are effective as of the day of posting.
(b) Changes to the Service. The Company may make changes to the Service at any time, without notice to you. If you object to any changes to the Service, your sole recourse will be to cease using the Service. Continued use of the Service following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Service as modified. We also reserve the right to discontinue the Service, or any component of it, at any time without notice to you. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Service. If you are under a paid subscription, any changes to the Service will become effective only after termination of your then-current term.
(c) Additional Terms. In addition, certain features of the Service may be subject to additional terms of use (“Additional Terms”), which shall be provided to you at the moment you choose to use such features or services. By using such features, or any part thereof, you agree to be bound by the Additional Terms applicable to such features. In the event that any of the Additional Terms governing such features conflict with these Terms, the Additional Terms will govern.
(d) Executed Contract(s). If you have entered into a separately executed (i.e. signed) order form, statement of work, and/or agreement for services with the Company (collectively and individually, “Contract”), you are also subject to all additional terms and/or limitations set forth in such Contract in addition to these Terms. For sake of clarity, however, such Contract shall supersede these Terms, even when the Contract incorporates these Terms by reference. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract.
- PRIVACY.
Please review our privacy policy (the “Privacy Policy”) which explains how we use any personal information that you submit to the Company. The Privacy Policy is hereby incorporated by reference. Additionally before registering for the Service, California residents please refer to our California Privacy Notice, and residents of the European Economic Area (EEA) to our GDPR Privacy Notice.
- YOUR ACCEPTANCE AND CONTRACTUAL RELATIONSHIP.
By using the Service, you represent, acknowledge and agree that you are at least 18 years of age, or that you are of age under the laws of your jurisdiction, and/or lawfully able to enter into contracts. If you are not legally able to enter into contracts, you may not use the Service at any time or in any manner or submit any information to the Company or the Service. If you are under 18 years of age or not of legal age to form a binding contract in your place of residence, you must have your parent or legal guardian’s permission to use the Service.
Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available and may assist you in limiting access to material that is harmful to minors.
If you are entering into these Terms on behalf of a business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such business entity or organization. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.
Your access to and use of the Service is subject to your continued compliance with these Terms and all applicable laws. Your right to access and use the Service will terminate immediately, without any further action by the Company, if you breach these Terms.
- USERS.
(a) Visitors and Guests. Visitors and guests may not need to register with the Company to simply visit and view the Site. You can simply view the Site and not use the Service.
(b) Accounts. However, in order to access certain password-restricted areas of the Site and to use the Service and Materials offered on and through the Site, you must register and/or open an account with us (your “Account”).
(c) Customers and Customer Constituents. If you purchase access to the Service from us, you become a Customer. Your use is limited to your internal business purposes, which includes the right for your Customer Constituents to register as your members or part of your community under the Service. An authorized User for purposes of the Service, means any individual employees, agents, or contractors of Customer or a Customer Constituent as applicable, who access the Service under the rights granted to Customer and/or Customer Constituent, pursuant to these Terms. As a Customer or Customer Constituent you acknowledge and agree that, as between us and you, you are responsible for any act or omission by an authorized User which, if undertaken by you, would constitute a breach of these Terms. You agree to undertake reasonable efforts to make all your authorized Users aware of these provisions as applicable to such Users and to you.
(d) Users. A “User” is anyone who accesses the Service under the rights granted hereunder. If you are a User, you accept responsibility for yourself in the use of the Service. The Service is designed for your active engagement in membership, registrant, attendee, or event management, however you acknowledge that your relationship with Customer or Customer Constituent or your own authorized Users, as applicable, is with them (as your employee/employer, or contractor/agent/principal) and independent of your use of this Service. By using the Service, you agree not to hold the Company liable in any way for any issues between you and Customer or Customer Constituent or with your own authorized User(s). Additionally, you agree and understand that you are subject at all times to these Terms and all additional policies hereby incorporated by reference.
- USE OF THE SERVICE.
For as long as you agree to these Terms and abide by them, you may use the Service. These Terms apply to all Users of the Service, including Visitors and Registered Users (Customers, Customer Constituents, authorized Users), who are also contributors of User Content. The Service is licensed, not sold, to you.
(a) Grant of a Limited License to Use the Service. The Service is protected by copyright laws throughout the world. Subject to your agreement, continuing compliance with these Terms, and any other relevant Company policies, Company grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to use the Service and/or download, and use a copy of the Mobile App or client-software on a mobile device or computer that you own or control and to run such copy solely for your own individual, non-commercial purposes only. You agree not to use the Service for any other purpose. If you are Customer or Customer Constituent, your rights include those granted in Section 6(c).
(b) API credentials. If you are a Customer, in order to access the Service, you may need to use our API. For this purpose, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, use, and integrate the Service with your application(s) in accordance with this Agreement (“API License”). This API License may be immediately revoked or terminated by the Company if you share your API Credentials with any third party (other than third party service providers who need such information in order to perform services for you) or if you breach this Agreement. In order to access and use the Company API, the Company will provide you with credentials in the form of a key and secret specific to you (“API Credentials”). The API Credentials are confidential information and property of the Company. You are responsible for maintaining commercially reasonable security and control of your API Credentials in accordance with this section. You are prohibited from selling, transferring, sublicensing, or disclosing the API Credentials to any third party, other than to your third-party service providers who need such information in order to perform services for you, if applicable. The Company may immediately revoke the API Credentials if you breach this Agreement.
(c) Restrictions. You may not (i) remove any copyright, trademark or other proprietary notices from any portion of the Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by the Company; (iii) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law; (iv) use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service; (v) link to, mirror or frame any portion of the Service except as expressly permitted by the Company; (vi) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; or (vii) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks.
(d) Registration Data. In registering for the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (A) notify the Company immediately of any unauthorized use of your password or any other breach of security by emailing us (please refer to our Contact Us page for applicable email information); and (B) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information. You agree that you shall not have more than one Account for personal use at any given time. The Company shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that the Company considers insecure or inappropriate, the Company will be entitled to require this to be changed and/or terminate your Account. The Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group, organization, or entity to these Terms. By registering another person, group, organization, or entity you hereby represent that you are authorized to do so. You agree not to create an Account or use the Service if you have been previously removed by the Company, or if you have been previously banned from any of the Company properties.
(e) Data Network and Internet Access. When you access the Service through a mobile network, your network or roaming data services, data and other rates and fees will apply. Downloading, installing or using certain services may be prohibited or restricted by your network provider and not all features of the Service may work with your network provider or device. The Service may require an Internet connection to access Internet-based features, authenticate the Service, real-time messaging or perform other functions. You acknowledge that you may be charged by your network service provider and shall be responsible for any such charges for Internet access.
(f) Company Responsibilities. As part of the Service, the Company will provide Customer with the Company’s standard support and service level commitment for the Service in accordance with its standard policies under the terms of the Service Level Agreement, except for any unavailability caused by circumstances beyond the Company’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, epidemic, civil unrest, act of terror, strike or other labor problem (other than one involving the Company’s employees), Internet service provider failure or delay, failure or delay of service from any third party cloud computing services provider, or denial of service attack. The Company reserves the right to modify its maintenance and support services documentation from time-to-time and, other than immaterial changes and corrections, will give Customer reasonable notice of modifications thereto. Additionally, the Company has implemented industry standard technical and organizational measures designed to secure the Service and User Content from accidental loss and unauthorized access, use, alteration or disclosure; as further set forth in our Security Statement. Notwithstanding the foregoing, the Company cannot guarantee that unauthorized third parties will never be able to defeat those measures to gain access to the Service, and as such, Customer understands that its use of the Service is at Customer’s own risk. Notwithstanding the foregoing, each party shall take, and hereby represents that it has taken, all steps to ensure the reliability and security of its systems; and that it will comply with their respective systems, network and data security policies.
- BETA OR NON-PRODUCTION FUNCIONTALITY.
If you register for a “beta functionality” or “beta account” or “sandbox service” or other non-production or pre-release version of the Service (each a “Non-Production Offering”), you acknowledge and agree that the Non-Production Offering may contain, in the Company’ sole discretion, more or fewer features or different licensing terms than a subsequent commercial release or production version of the Service that may be offered through the Site. You acknowledge and agree that any pre-release “beta account” will automatically convert to a commercial release version account upon the launch date of the Service or functionality to the public (“Public Launch Date”). If you do not desire to continue using the Service or functionality after a Public Launch Date, you may contact the Company to delete your account in accordance with the terms and conditions governing deletion of personal information set forth in the Company’s Privacy Policy. While the Company generally intends to distribute commercial release versions of any functionality of the Service, the Company reserves the right not to release later commercial release versions of any Non-Production Offering. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Non-Production Offering is not considered by the Company to be suitable for commercial or in production use, and that it may contain errors affecting its proper operation. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT USE OF A NON-PRODUCTION OFFERING MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE SITE IN GENERAL AND ANY SERVICE THAT MAY BE OFFERED THROUGH THE SITE. COMPANY SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM YOUR USE OF ANY NON-PRODUCTION OFFERING.
- PROFESSIONAL SERVICES
(a) Professional Services. “Professional Services” means, in each instance, those services provided by the Company to Customer, pursuant to a Statement of Work, including without limitation, integration, configuration, training, consulting or other professional services. A “Statement of Work” means one or more ordering documents for purchases of Professional Services that are executed by Customer and the Company, from time to time. Each Statement of Work shall contain, at a minimum, the following information: (i) the scope of the Professional Services to be provided; (ii) applicable rates and fees; (iii) responsibilities and dependencies of each Party; (iv) agreed upon Work Product and specific deliverables, if any; and (v) signatures of authorized representatives of both Parties. Statement of Works are incorporated into these Terms by reference.
(b) Ordering Professional Services. The Parties may, but are under no obligation to, enter into one or more Statement of Works for Professional Services to be performed by the Company. No Professional Services shall be furnished to Customer by virtue of these Terms alone but shall require the execution of a Statement of Work by both Parties.
(c) Scope Modifications. Customer may at any time request a modification to the Professional Services to be performed pursuant to any particular Statement of Work by making a written request to the Company specifying the desired modifications. The Company shall submit an estimate of the cost for such modifications and a revised estimate of the time for performance pursuant to the Statement of Work. Modifications in any Statement of Work shall become effective only when a written change request is executed by authorized representatives of both Parties.
(d) Company Personnel. The Company shall be responsible for securing, managing, scheduling, coordinating and supervising Company personnel, including its subcontractors, performing the Professional Services. The Company may designate a Company project manager in a Statement of Work who will be responsible for coordinating the Company’s provision of Professional Services under such Statement of Work. The Company shall have the right to remove or replace any personnel providing Professional Services with similarly skilled personnel. If key personnel are requested, the Company shall provide reasonable notice to Customer of any change in personnel providing Professional Services. The Company may, in its sole discretion, subcontract or delegate any work under any Statement of Work to any third party without Customer’s prior written consent, provided that the Company shall remain responsible for the performance, acts and omissions of any such subcontractors. Customer may request that the Company remove or replace Company personnel solely for reasons that are not unlawful, including if Customer believes, in Customer’s reasonable discretion, that such personnel’s involvement is inappropriate, unsafe or detrimental to the delivery of the Professional Services. In the event such a request is made, any project timelines shall automatically extend by the amount of time required to replace said personnel and assimilate them into the project.
(e) Cooperation. Customer shall perform its obligations as set forth in the applicable Statement of Work, as well as the following obligations: (i) provide sufficient, qualified, knowledgeable personnel capable of (1) performing Customer obligations set forth in each Statement of Work; (2) making timely decisions necessary to move the Professional Services forward; and (3) participating in the project and assisting the Company in rendering the Professional Services; and (ii) in the case of on-site Professional Services, provide the Company with reasonable access to Customer’s facilities during Customer’s normal business hours and otherwise as reasonably requested by the Company, including such working space as the Company may reasonably request. Customer acknowledges and agrees that the performance by Customer of its obligations is material to the Company’s ability to commence, proceed with and complete the Professional Services. In the event Customer does not perform Customer obligations in a timely manner, the Company may take any action as set forth in the applicable Statement of Work, or terminate the applicable Statement of Work in accordance with these Terms.
(f) Work Product. “Work Product” means any expression of the Company’s findings, developments, inventions, analyses, conclusions, opinions, recommendations, ideas, techniques, designs, programs, enhancements, derivatives, improvements, modifications, interfaces, software, and other technical information resulting from the performance of Professional Services, support services, or any other services performed for the benefit of Customer. Unless otherwise specified in the applicable Statement of Work, all Work Product created under these Terms, including all Intellectual Property Rights related thereto, is owned by the Company. Regarding Work Product created under a Statement of Work, and these Terms, that is owned by the Company, and is made available to Customer to enable Customer’s use of the Service pursuant to these Terms, the Company hereby grants Customer a worldwide, non-exclusive, non-transferrable, non-sublicensable right and license to use the Work Product, solely in connection with Customer’s use of the Service. Unless otherwise specified in the applicable Statement of Work, to the extent Customer acquires any rights in the Work Product, Customer hereby assigns such rights to the Company. Customer shall give the Company all reasonable assistance and execute all documents necessary to assist or enable the Company to perfect, preserve, register and/or record such assignment and the Company’s rights in any Work Product.
For sake of clarity, the fact that Customer uses the Service in any particular manner or configuration is Customer’s Confidential Information. However, Customer acknowledges that it does not receive any exclusive right under these Terms to use the Service in any particular manner or configuration, and that the Company reserves any Intellectual Property Rights that are embodied by or practiced by the use of the Service in a particular manner or configuration. For example, no exclusive rights are granted, and the Company reserves any intellectual property rights in, any methodologies, data models, work-flow, reports, or interfaces that are practiced or embodied by implementing the Service in a particular configuration using the Service’s non-customized code or configurable code. For the purpose of the foregoing, “configuration” means the methodical process of making the Service ready to use, including defining pre-set options, values of parameters, and configuring set-ups, templates, and/or components that make up the system or Service.
- OUR ACCEPTABLE USE POLICY AND OUR COMMUNITY.
To use our Service, you agree to and warrant that you will comply at all times with our Acceptable Use Policy, as may be amended from time to time, which regulates prohibited and/or acceptable practices relating to the use of our Service, including limitations on User Content, prohibited activities, system abuse and security. If you do not agree with our Acceptable Use Policy, you must discontinue use of the Service. The Acceptable Use Policy is hereby incorporated by reference.
- SUBSCRIPTIONS; PAYMENTS; AND CANCELLATIONS.
(a) Subscriptions. By executing a Contract (order form or otherwise) and/or by registering for an Account, you obtain access to the Service (a “Subscription”). Each Subscription and the rights and privileges provided therein is personal and non-transferable. Paid Subscriptions may include premium and/or additional features and services not available to free Subscriptions. Subject to Section 2(b), the Company reserves the right to change prices for paid Subscriptions at any time and does not provide price protection or refunds in the event of promotions or price decreases.
(b) Payments. If you purchase any services that we offer for a fee, either on a one-time or on a Subscription basis, you agree and consent to the Company’s use of third-party payment providers for billing and processing online payments, and you agree to pay the applicable fees for the Subscription (including, without limitation, periodic fees for monthly or annual Subscriptions) as they become due, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the Subscription Term (defined in Section 10(c) below).
If you do not pay on time or if the Company cannot charge your payment method for any reason, the Company reserves the right to either suspend or terminate your access to the Service and Account and terminate these Terms. You are expressly agreeing that the Company is permitted to bill you for any applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service and the fees will be billed to the payment method designated on your registration with the Service and, if applicable, thereafter at regular intervals for the remainder of your Subscription Term. By providing a payment method, you expressly authorize the Company to charge said payment method at regular intervals subject to your particular Subscription. If you have a balance due on any Account, you agree that the Company may charge such unpaid fees to your payment method or otherwise bill you for such unpaid fees.
(c) AUTOMATIC RENEWAL TERMS. To facilitate continuity of the Service to you, each Subscription contains automatic renewal terms. The Company will automatically renew your paid Subscription as per the Subscription period of your choosing (each a “Subscription Term”), on the anniversary of the date that the Company first charges your Account for the first Subscription fee, and, as authorized by you during the Subscription sign-up process, the Company will charge your Account with the applicable Subscription fee and any sales or similar taxes that may be imposed on your Subscription fee payment (unless you opt not to renew). Each Subscription renewal period is for the same Subscription Term as the prior one, unless otherwise agreed between you and the Company. The Company reserves the right to modify pricing at any time (but not the price in effect for your then-current Subscription Term), upon advance notice to you. If you have not cancelled your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, your Subscription will auto-renew at the price indicated in your notice.
(d) CANCELLATION TERMS. You may cancel your Subscription at any time, and such cancellation shall become effective upon expiration of your then-current Subscription Term. You agree and understand that you will be charged Subscription fees until the expiration of your then-current Subscription Term and Subscription fees will not be refunded, in whole or in part, subject to applicable law. You will not be eligible for a pro-rated refund of any portion of the Subscription fees paid for any unused days of the then-current Subscription Term. If you have any problems or concerns with your cancellation, please Contact Us for assistance. Information regarding cancelling your Service can be found here.
- USER CONTENT.
You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available (“Make Available”) on or through the Service (each such submission “User Content”). You may not Make Available on this Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or any other proprietary right owned by a third-party, and the burden of determining whether any such right protects any material is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Content that you make or submit. As between you and us, you own your User Content and you have full responsibility for each User Content you make or submit, including its legality, reliability and appropriateness.
You hereby grant to the Company a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and otherwise use and commercialize the User Content in any way that the Company deems appropriate, without any further consent, notice and/or compensation to you or to any third parties.
You also authorize others to use the User Content that you publicly share or Make Available through the Service.
You may delete, or request deletion of your User Content at any time, unless you have shared such User Content with others and they have not deleted it, or it was copied or stored by other Users. Any User Content you submit is at your own risk of loss, and if shared publicly, non-confidential.
The Company agrees to use any personal information contained in any of your User Content in accordance with the Company’s Privacy Policy, to the extent applicable. Additionally, please note that certain information, statements, data, and content (such as photographs) which you may submit to the Company, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any User Content is voluntary on your part.
We may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.
When you provide User Content you agree that such User Content shall not be in violation of the Acceptable Use Policy. Those prohibitions do not require the Company to monitor, police or remove any User Content or other information submitted by you or any other user. Notwithstanding the foregoing, the Company reserves the right to remove any User Content from its Service at any time and for any or no cause. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any User Content posted by you to or through this Service.
If you use any rating feature of the Service and/or if you send or transmit any communications, comments, questions, suggestions, or related materials to the Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. The Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that the Company may use any of this Feedback in aggregated or non-aggregated from, however the Company is not obligated to use, display, reproduce, or distribute any such ratings, ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
- FORUMS AND MESSAGING.
The Company may offer various forums where you can post your observations and comments on designated topics. The Company also enables sharing of information by allowing Users to post updates, including links to news articles and other information to their profile and other parts of the Service. By offering this feature, the Company is merely acting as an intermediary and is not responsible and shall not be liable for such communications. Please note that ideas you post and information you share may be seen and used by other Users, and the Company cannot guarantee that other Users will not use the ideas and information that you share on the Service. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it on the public forums of the Service. Please refer to Section 14 below and our Copyright Policy for more information regarding how we treat infringing content.
COMPANY IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY COMPANY COMMUNITY FORUMS.
- COMPANY INTELLECTUAL PROPERTY OWNERSHIP.
The Service and all proprietary and intellectual property rights embodied and practiced therein, including the look-and-feel of the Site, are and shall remain the Company’s property (or the property of the Company’s licensors). Neither these Terms nor your use of the Service convey or grant to you any rights: (i) in or related to the Service except for the limited license granted above; or (ii) to use or reference in any manner the Company’s company names, logos, product and service names, trademarks or services marks or those of the Company’s licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically, and you must stop using the Service and immediately destroy any materials downloaded or printed from the Service.
- INTELLECTUAL PROPERTY INFRINGEMENT AND NOTIFICATIONS.
The Company does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and the Company will remove User Content if properly notified that such User Content infringes on another’s intellectual property rights (please refer to our Copyright Policy). The Company reserves the right to remove User Content without prior notice.
- TERM AND TERMINATION.
The Terms commence on the date when you start using the Service and remain in full force and effect while you use the Service, unless terminated earlier in accordance with the Terms. If you want to terminate the Service, you may do so by (a) notifying the Company at any time and your Subscription will terminate at the end of the Subscription; (b) closing your Account; and/or (c) if you are Visitor, stop visiting the Site. We reserve the right to terminate or suspend your account or access to the Service at any time and for any reason. It is within our sole discretion and determination to terminate your Account for what we deem to be a violation or breach of these Terms. In the event that we terminate or suspend your Account, you will have no further access to your Account, or anything associated with it. Termination of the Service includes (i) automatic termination of all licenses and you must immediately destroy any downloaded or printed Materials (including software); and (ii) deletion of your password and related information, files and content associated with or inside your Account (or any part thereof), including User Content, except to the extent of any surviving licenses or applicable record retention requirements. The Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content. All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
You may close your Account by using the feature provided in the Service or, in the alternative, by emailing us. Please refer to our Contact Us page for contact information. We will proceed to close your Account and send you an email confirmation.
- THIRD-PARTY SITES AND OFFERINGS.
The Company or other third parties may make available to Customer certain software or services delivered or performed by third parties that may be used in conjunction with the Service, including associated offline products provided by third parties, that interoperate with the Service (“Third-Party Offerings”). Any acquisition by Customer of any such Third-Party Offerings, and any exchange of data between Customer (and Customer Constituents and authorized Users) and any provider of a Third-Party Offering, is solely between Customer and the applicable provider of the Third-Party Offering. The Company does not warrant or support any Third-Party Offering, whether or not they are designated by the Company as “certified” or otherwise. If Customer installs or enables any Third-Party Offering for use with the Service, Customer acknowledges that the Company may allow providers of that Third-Party Offering to access User Content as required for the interoperation and support of such Third-Party Offering with the Service. The Company shall not be responsible for any disclosure, modification or deletion of User Content resulting from any such access by the providers of Third-Party Offerings.
The Service may also be linked to other websites that are not Company properties (collectively, “Third-Party Sites”). You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than the Company, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, user guides and privacy policies of any Third-Party Sites. The Company does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Service to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply the Company’s endorsement or recommendation.
- DISCLAIMER OF WARRANTIES.
(a) Generally. You use the Service at your own risk. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY (ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSOCIATES, PARTNERS, LICENSORS AND SUPPLIERS) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(b) Disclaimer of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT THE COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE.
- LIMITATION OF LIABILITY.
NOTHING IN THESE TERMS SHALL AFFECT YOUR LEGAL RIGHTS AS A CONSUMER OR EXCLUDE OR LIMIT ANY LIABILITY, WHICH CANNOT BE LEGALLY EXCLUDED, OR LIMITED.
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO THE EXCLUSIONS EXPRESSLY SET FORTH IN THIS SECTION, IN ALL EVENTS, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO THE COMPANY IN ACCORDANCE WITH THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO THE COMPANY DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND THE COMPANY’S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH THE COMPANY IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. To the extent that the Company may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth in these Terms, the scope of such warranty, and the extent of the Company’s liability, shall be the minimum permitted under such applicable law.
- INDEMNITY.
You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees’) relating to or arising out of: (a) Your User Content; (b) your use of, or inability to use, the Service; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Service.
- INTERACTIONS BETWEEN USERS.
You are solely responsible for your interactions with other Users of the Service and any other parties with whom you interact through the Service. The Company may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Service or otherwise limit your use of the Service. The Company reserves the right, but has no obligation, to monitor or become involved in any way with these disputes. You will fully cooperate with the Company to investigate any suspected unlawful, fraudulent or improper activity, including, but not limited to, granting the Company access to any password-protected portions of your Account. The Company reserves the right to restrict, suspend, or close your account if the Company determines, in our sole discretion, that doing so is necessary or in our best interests.
If you have a dispute with one or more Users, you release the Company (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
If you are a California resident, you waive California Civil Code § 1542, which says: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
- LOCAL LAWS.
The Company controls and operates the Service from its headquarters in the United States of America and it may not be appropriate or available for use in other locations outside of the United States of America. If you use the Service outside the United States of America, you are responsible for following applicable local laws.
- SPECIAL PROVISIONS FOR MOBILE APPLICATIONS.
(a) App Stores. You acknowledge and agree that the availability of the Mobile App and the Service is dependent on the third party from whom you received the Mobile App license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Terms are between you and the Company and not with the App Store. The Company, not the App Store, is solely responsible for the Service, including the Mobile App, the content thereof, maintenance, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Mobile App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Service, including the Mobile App. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Service, including the Mobile App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
(b) Additional License Terms for use of the Service in conjunction with the Apple App Store. With respect to any Mobile App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on Apple-branded products that run the iOS (Apple’s proprietary operating system); and (ii) as permitted by the “Usage Rules” set forth in the Apple Terms of Service. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) the Terms are concluded between you and the Company only, and not Apple; and (ii) the Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between the Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company.
- You and the Company acknowledge that, as between the Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and the Company acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between the Company and Apple, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
- You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
(c) Additional License Terms for use of the Service in conjunction with the Android App Store. The following additional terms and conditions apply with respect to any Mobile App that the Company provides to you designed for use on an Android-powered mobile device (an “Android App”):
- You acknowledge that these Terms are between you and the Company only, and not with Google, Inc. (“Google”).
- Your use of the Company’s Android App must comply with Google’s then-current Google Play Terms of Service.
- Google is only a provider of the Android App market where you obtained the Android App. The Company, and not Google, are solely responsible for the Company’s Android App and the services and content available thereon. Google has no obligation or liability to you with respect to the Company’s Android App or these Terms.
You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to the Company’s Android App.
(d) Geo-Location Terms. The Service may include and/or make use of certain functionality and services provided by third parties that allow the Company to include maps, geocoding, places and other content as part of the services (the “Geo-Location Services”). The Geo-Location Services may be provided by Google Inc., in which case your use of the Geo-Location Services will be subject to Google’s then current Terms of Use for Google Maps/Google Earth. By using Google’s Geo-Location Services, you are agreeing to be bound by Google’s Terms of Use and the current Google privacy policy.
- DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please read this carefully if you are a resident of the United States of America. It affects your rights.
(a) Applicable Law. These Terms will be subject to and construed in accordance with the laws of the State of Georgia, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against the Company must be resolved exclusively by a state or federal court located in the State of Georgia, except as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in Fulton County, Georgia for the purpose of litigating all such claims or disputes.
(b) Dispute Resolution. Before either party may seek arbitration as provided below, the party must first send to the other party a written notice of dispute (“Notice“) describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding as provided below.
(c) Arbitration. You agree that the Company may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event the Company elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through the American Arbitration Association or another established alternative dispute resolution provider (collectively, “ADR”) chosen by the Company. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, in which case the location of the arbitration shall be Fulton County, Georgia; and (iii) the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief.
(d) Waiver of Jury Trial. YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
- ELECTRONIC COMMUNICATIONS.
The communications between you and the Company will use electronic means, whether you visit the Site, send the Company e-mails, or use the Service or whether the Company posts notices on the Site or communicates with you via e-mail.
CONSENT TO ELECTRONIC COMMUNICATION
For contractual purposes, you (1) consent to receive communications from the Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where the Company requires that you provide an e-mail address; you are responsible for providing the Company with your most current e-mail address. In the event that the last e-mail address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. We are not responsible for any automatic filtering you or your network provider may apply to communications we send to an e-mail address that you provide to us.
MOBILE MESSAGING TERMS
When you provide us with your mobile telephone number, you agree that the Company may send you text messages (including SMS and MMS) to that mobile telephone number. The Company may send you up to five text messages per month. When you first provide your mobile telephone number to us, you will receive a confirmation text message and you may need to reply as instructed to complete registration. The Company will never charge you for the test messages you receive, however you may see message and data rate charges from your mobile provider, though, so be sure to check your plan. You are responsible for the payment to your mobile provider of any message, data and other charges related to text messages, including for confirmation texts you receive and your responses thereto.
You may opt-out of receiving any future text messages from the Company at any time by either replying to a text message with the keyword “STOP”. If you opt-out, you agree to receive a final text message confirming your opt-out. When you opt-out of text messaging, you will no longer receive any text messages unless you re-subscribe. In addition, for assistance, you may reply to any text message with the keyword “HELP”. Texts may be sent through an automatic telephone dialing system. Consent to receive mobile messages is not required as a condition to using the Website or to purchase any goods or services on the Website.
You agree to notify us of any changes to your mobile telephone number by clicking the “Manage Preference” link at the bottom of any Subscription or by sending us an email with “Update Mobile Number” in the subject line. Please refer to our Contact Us page for applicable email information. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues.
- CONSUMER NOTICE.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by JRNI, Inc. If you have a question or complaint regarding the Service, please contact the Company’s Customer Service at Contact Us Attention: Customer Service. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
- GENERAL.
These Terms, together with our Privacy Policy, Acceptable Use Policy, Copyright Policy, any separate Contract we may have executed directly with you, all policies incorporated by reference, and any Additional Terms that we may make available from time to time through our internet properties, constitute the entire agreement between you and the Company regarding your use of our Service and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign these Terms without restriction.
- CONTACT US.
If you have any questions about these Terms or otherwise need to contact the Company for any reason, please contact us at Attn: JRNI, Event Farm division, 320 Congress Street, Suite 5, Boston, MA 02210 USA with a copy to info@eventfarm.com or call us at +1 (678) 567-6132.
© 2024 JRNI, Inc. All rights reserved.