EVAREG Subscription-Based Event Tech Hub Event Services Agreement and Terms of Service
IMPORTANT, READ CAREFULLY: YOUR USE OF THE EVAREG LLC WEBSITES, EVAREG SAAS SOFTWARE SERVICES AND ASSOCIATED SOFTWARE IS CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THIS AGREEMENT.
BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX ON THE SUBSCRIPTION CONFIRMATION PAGE AND/OR BY ACCESSING, BROWSING, OR USING THE EVA EVENT TECH HUB EVENT CONFERENCE SERVICES, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS OF SERVICE, ALL EXHIBITS, SUBSCRIPTION/ORDER FORMS, AND INCORPORATED POLICIES (COLLECTIVELY, THE “AGREEMENT” OR “TOS”) WHICH SHALL FORM A BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND EVAREG. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT CLICK THE “I AGREE” BUTTON/BOX AND DO NOT ACCESS OR USE THE SOFTWARE OR SERVICES.
EvaReg LLC and/or one of its affiliates or parents or subsidiaries (the “Company” or “we” or “EVAREG”) provides the EVA EVENT TECH HUB services and software to “you” (namely, the Client subscribing for the EVA event conference services), subject to the following terms and conditions, which we reserve the right to modify, from time to time, effective five (5) days after such modified terms and conditions are posted at the relevant link(s), such posting to constitute effective notice of change. You may review the most current version of these TOS at any time through the following link: https://www.evareg.com/terms-of-service/
These TOS constitute a binding and legal agreement between you and the Company for your use of the EVA Event Services. Further, in connection with the use of the Event Services, Software and/or Documentation, you may be required to download content, software, and/or be required to agree to supplemental terms and conditions. These supplemental terms and conditions, if any, are hereby incorporated into these TOS. You represent and warrant that you have all of the necessary right, power and authority to accept these TOS and enter into this agreement and to perform and otherwise discharge all of your obligations hereunder. In the event of any conflict between these TOS and the terms of the subscription order form, the terms of these TOS shall prevail.
1. USE OF EVENT SERVICES.
- Grant of Rights; Certain Definitions. On the terms and conditions of these TOS, EVAREG grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Event Services, Software, and Documentation identified in the Order Form during the Term solely for Client’s lawful personal, business and/or professional purposes. EVAREG reserves the right to place Powered by EVA®- Events Management Portal at the bottom of the web templates, mobile apps, mobile pages, and discussion messages, provided that such placement shall be unobtrusive. “Event Services” means the EVA® EVENT TECH HUB Conference platform and services hosted and offered by EVAREG. “Documentation” means, with respect to any particular Software and Event Services, any applicable standard end-user specifications and/or operating instructions provided by EVAREG for such Software and Event Services, which may be amended from time to time. Documentation does not include any sales or marketing materials. “Software” shall mean the EVA conference platform, consisting of the website and associated software and all related files and Documentation, or any portion thereof, as may be amended from time to time and provided or made available by EVAREG to you or your Authorized Users under the terms of these TOS.
- Terms of Subscription Order Form. The terms of the Subscription Order Form(s) that you accepted contemporaneous with these TOS (each an “Order Form”) are incorporated by reference and form an integral part of the agreement between you and EVAREG. The Order Form shall provide the details of your subscription for and use of the Event Services, Software, and Documentation. You may enter into multiple Order Forms over time for additional services and to add additional user seats and each Order Form will be incorporated into and subject to these TOS. In the event you permit more individuals to access or utilize the Event Services or Software than the number you have subscribed and paid for, EVAREG shall charge, and Client shall pay, an additional fee for each additional user in excess of the number of Authorized Users set forth in the applicable Order Form.
- No Rights to Other Software/Services. You acknowledge and agree that you are only being granted the right to receive or use the Event Services, Software, and Documentation specified in the Order Form(s) for the period(s) specified therein and that, for greater certainty, such right shall not be construed as to grant you the right to use any other software, services or documentation offered by EVAREG or its affiliates and suppliers, or to use or exploit the Software, Event Services, and Documentation in any manner other than as expressly permitted by the Order Form and these TOS.
- Compliance with Laws. You and your Authorized Users shall comply with all applicable laws (including, but not limited to export/import laws and laws relating to privacy, data security, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation) in connection with the use of the Event Services, Software, and Documentation. You and each Authorized User shall not, directly or indirectly, send, submit, post, receive or otherwise facilitate, or in any way use, or permit to be used, the Software, Event Services, or Documentation, to send, submit, post, receive or otherwise facilitate the transmission of any materials that are determined by EVAREG in its reasonable discretion to be abusive, obscene, profane, sexually explicit, threatening, or materials containing blatant expressions of bigotry, racism or hate, or which violate or infringe any third-party right. EVAREG reserves the right to terminate your or any of your Authorized User’s access to or use of the Event Services, Software, or Documentation for non-compliance with this paragraph. You are responsible for the activities of all Authorized Users who access or use the Event Services through your subscription and you agree to ensure that any such Authorized User will comply with these TOS and any other EVAREG policies communicated to you. EVAREG assumes no responsibility or liability for violations.
2. Client Restrictions on Use of Event Services and Software.
You agree to use the Event Services, Software, and Documentation in compliance with all applicable laws and shall not: (i) permit any third party, including Authorized Users, to use the Event Services, Software, and Documentation except as permitted herein; (ii) modify, reverse engineer, disassemble, or decompile the Software, or cause or permit others to do so; (iii) use the Event Services, Software, or Documentation in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Event Services, Software, or Documentation; (iv) remove or modify any title, trademark, copyright and/or restricted rights notices or labels from the Event Services, Software, or Documentation; (v) create derivative works based on the Event Services, Software, or Documentation or otherwise violate EVAREG’s intellectual property rights; (vi) use Event Services or Software on a service bureau basis; or (vii) use the Event Services, Software, or Documentation in any manner inconsistent with these TOS.
3. Third-party software.
The Software and Event Services may contain third-party software and EVAREG reserves the right to modify the Software and Event Services to maintain compliance with the license terms of third party software. EVAREG utilizes various Open Source software under the GNU license for ASP services including moodle and drupal, a list of which will be provided upon request. EVAREG is required to, and you agree that you will also, comply with the applicable terms of any third party license of which you have been notified by EVAREG or have access to publicly. EVAREG is not responsible in any way for claims or damages arising from your or your Authorized User’s use of such third-party software and makes no representation or warranty whatsoever concerning such third-party software. In the event any modifications made by EVAREG to the Software or the Event Services to maintain compliance with the license terms of third party software result in a price increase, EVAREG will promptly notify you of such additional third-party license fees which shall be added to the invoice(s) for the Event Services.
4. Registration, passwords, and access.
You and your Authorized Users will be required to provide information in order to register for and/or use the Software and Event Services. You agree, and will ensure your Authorized Users agree, to (a) provide true, accurate, current and complete information about you and each Authorized User as prompted by the Software’s registration form, and (b) maintain and promptly update all such information to keep it true, accurate, current and complete. Authorized Users may receive a password and account designations upon completing the registration process. You and each Authorized User is responsible for maintaining the confidentiality of these account(s) and password(s) and are fully responsible for all activities that occur under such passwords or user identifications. You shall promptly notify EVAREG of any unauthorized use of any Authorized User’s username and password and any other breach of security.
5. Term and termination.
The initial subscription term of this Agreement shall commence on the date you accept the Order Form for Event Services and shall terminate one (1) year thereafter unless earlier terminated by EVAREG in accordance with this paragraph. The subscription shall automatically renew for successive one-year periods after the initial term unless you notify EVAREG in writing at least thirty (30) days prior to the expiration of the then-current current term of your desire not to renew your subscription. The period in which you have an active subscription is referred to as the “Term.” You may cancel your subscription at any time. If you cancel, you will not be billed for any additional subscription terms, and service will continue until the end of the current Term. If you cancel, you will not receive a refund for any service already paid for. EVAREG may terminate this Agreement and any Order Form (i) upon a breach by you of any of the terms of this Agreement, (ii) for your or your Authorized User’s gross negligence or more culpable conduct, fraud, or criminal acts or omissions in connection with the use of the Event Services, Software, or Documentation, (iii) if EVAREG is requested to do so by governmental or regulatory authorities or as required under applicable laws or regulations, or (iv) for any other reason, including for convenience, on thirty (30) days prior notice.
6. Proprietary rights and copyright.
You acknowledge and agree that the Software, Documentation, and Event Services and any necessary software used in connection therewith contain proprietary and confidential information of EVAREG and its third party suppliers and licensors that is protected by applicable intellectual property and other laws. Title to and ownership of the Software (including all source code), Event Services and Documentation and any modifications made thereto and all intellectual property rights therein shall at all times remain with EVAREG and/or its third-party suppliers or licensors. You shall not obtain any right, title or ownership interest in the Software, Event Services or Documentation except the limited right to use the Software, Event Services and Documentation as explicitly provided in the Agreement. The terms of this paragraph apply to all customized work or modifications to the Event Services, Software, or Documentation made by EVAREG at your request, all of which shall remain the exclusive property of EVAREG and shall not constitute work made for hire.
7. Customer Content and Data.
You are solely responsible for all Customer Content, as well as for the content of any communications by you or your Authorized Users, including any communications involving the use of the Event Services or the Software. By uploading or otherwise making available any Customer Content, you automatically grant and/or warrant that the owner has granted EVAREG, a perpetual, worldwide, royalty-free, non-exclusive, sublicensable, irrevocable right and license to use, reproduce, modify, publish, distribute, perform, display, and transmit the Customer Content through the Event Services, including use of Customer Content, courses, designs and customizations for promotional and/or marketing purposes. You also permit any other user with access to Client’s instance of the Event Services, subject to your restrictions, to access, view, store, and reproduce the Customer Content to the same extent permitted herein. You acknowledge and agree that EVAREG does not pre-screen Customer Content, but that EVAREG shall have the right (but not the obligation) in its sole discretion to refuse or move any Customer Content that is available through the Software and/or Event Services. Without limiting the foregoing, EVAREG has the right to remove any Customer Content or your access to the Software and/or Event Services that violates the terms of this Agreement or is otherwise objectionable as determined in EVAREG’s reasonable discretion. “Customer Content” means all items supplied by your or your Authorized Users for inclusion in, use in association with, or uploading to the Event Services or the Software, including all program, data, or other software files, regardless of format, documents, text, pictures, photographs, graphics, video, animation, and sound recordings.
8. Fees and payment terms.
The annual subscription fee and fees for attendee/registration blocks for the Event Services, Software, and Documentation are set forth in the Order Form. All fees required by the Order Form will be due in accordance with the provisions of the Order Form. All payments shall be made in U.S. dollars and remitted in accordance with the instructions in the applicable Order Form. Late payment of any fees due and payable to EVAREG shall give EVAREG the right to suspend access to the Software and Event Services and shall be treated as a breach of this Agreement for purposes of Section 5. Interest may be charged on any overdue amounts at the lower of: (a) the highest permissible rate under applicable law, or (b) 18% per annum, charged at 1.5% per month from the date on which such amount fell due until the date of payment, whether before or after judgment. The fees hereunder do not include any sales, use, excise, import or export, value-added or similar tax or interest, or any costs associated with the collection or withholding thereof, or any government permit fees, license fees or customs or similar fees levied on the delivery of any Software or the performance of the Event Services by EVAREG to the Client. Client is responsible for payment of all such applicable taxes and fees. By accepting the Order Form and these TOS you expressly authorize EVAREG to automatically charge your credit card or other method of payment used at the commencement of the subscription for each renewal term and for all attendee block payments. You may update your method of payment at any time by contacting EVAREG customer support. You agree that if EVAREG is unable to process a payment using the payment method on file, you must promptly provide an alternate payment method. EVAREG may take any other steps it deems necessary to collect such fees from you and that you will be responsible for any and all fees and costs incurred by EVAREG in connection with such collection activity, including collection fees, court costs, and attorney’s fees.
Each party will keep the other party’s Confidential Information confidential. Specifically, each party receiving Confidential Information agrees not to disclose such Confidential Information except to those directors, officers, managers, employees and agents of such party (i) whose duties justify their need to know such information and (ii) who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information. Each party acknowledges that it has all requisite authority under applicable laws to provide the other party with access to Confidential Information. Each party receiving Confidential Information shall treat such information as strictly confidential, and shall use the same care to prevent disclosure of such information as such party uses with respect to its own confidential and proprietary information, provided that in any case it shall not use less than the care a reasonable person would use under similar circumstances. “Confidential Information” means any non-public information disclosed by either party to the other or related to the operations of either party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. “Confidential Information” shall also include non-public information about the Software, Documentation, and Event Services.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
- Disclaimer of Warranties. The Software, Documentation, and all portions thereof, and any Event Services are provided “as is” and “as available.” To the maximum extent permitted by applicable law, EVAREG and its licensors and suppliers disclaim all other representations or warranties of any kind, express, implied or statutory, including, without limitation, any warranties of satisfactory quality, fitness for a particular purpose, system integration, data accuracy, merchantability, title, non-infringement and/or quiet enjoyment; (b) neither EVAREG nor its licensors warrant that the functions or information contained in the Software, Documentation, or Event Services will meet any of your requirements or needs, or that the Software, Documentation, or Event Services will operate error-free or without interruption, or that any defects or errors in the Software, Documentation, or Event Services will be corrected, or that the Software, Documentation, or Event Services is compatible with any particular computer system or software; and (c) EVAREG and its licensors make no guarantee of access to or of accuracy of the content contained in or accessed through the Software, Documentation, or Event Services. Without limiting the foregoing, you acknowledge and agree that the Event Services, the Software, and/or the Documentation are not designed or licensed for use in hazardous or critical environments requiring fail-safe controls (including, operation of nuclear power facilities, aircraft navigation or communication systems, air traffic control, surgical or medical facilities, life support, or weapons systems) and that EVAREG specifically disclaims any expressed or implied representation, warranty, or condition of fitness for such purposes.
- Limitation of Liability. To the maximum extent permitted by law, in no event will EVAREG or its licensors be liable to the your or your officers, directors, managers, employees, agents, contractors, successors or assigns, or any of your authorized users, for any of the following types of loss or damage arising in any way out of or in connection with this Agreement, the Software, the Event Services or the Documentation, whether or not EVAREG was advised in advance of the possibility of such loss or damage: (a) any loss of business, contracts, profits, anticipated savings, goodwill or revenue; (b) any loss or corruption of data; or (c) any incidental, indirect or consequential losses or damages whatsoever (including, without limitation, special, punitive, or exemplary damages). In no event shall EVAREG’s cumulative liability for all claims arising from or relating to this Agreement, regardless of the nature of the claim, exceed the amount of fees paid by you under this Agreement for the subscription term in which any such event, act, or omission occurred. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
12. INFRINGEMENT; INDEMNIFICATION.
- If any third party brings a claim against you alleging that the use of the Software, Documentation, or Event Services authorized under this Agreement infringes: (1) a U.S. or European patent issued prior to the Effective Date or copyright, you must promptly notify EVAREG in writing and make no admission in relation to such alleged infringement. In connection with any such claim and provided that you have promptly fulfilled all of the foregoing obligations and is not in material breach of the Agreement, EVAREG shall at its own expense and option: (i) indemnify, defend, and settle such claim, (ii) procure for you the right to use the infringing Software, Documentation, or Event Services, (iii) modify or replace the Software, Documentation, or Event Services to avoid infringement; or (iv) refund the applicable subscription fee paid for the current term for the allegedly infringing Software, Documentation, or Event Services. In the event that EVAREG exercises option (i) above, it shall have the sole and exclusive authority to defend and/or settle any such claim or action, provided that EVAREG will keep you informed of, and will consult with any independent legal advisors appointed by you at your own expense regarding the progress of such defense.
- EVAREG shall have no liability to you under Section 12.A or otherwise for any claim or action alleging infringement or violation of applicable privacy or publicity laws based upon: (i) any use by you or your Authorized Users of the Software, Documentation, or Event Services in a manner other than in accordance with these TOS, or your or your Authorized User’s breach of this Agreement; (ii) any combination of the Software, the Documentation, or Event Services with other products, equipment, software, systems or data not manufactured by EVAREG (including, without limitation, any software produced by you for use with the Software) or not approved by EVAREG to the extent such claim is directed against such combination; (iii) the Customer Content, or the use of the Customer Content; (iv) any modifications or customization of the Software , Documentation, or Event Services by you or at your request; or (v) any damage to property or injury to or death of any EVAREG employees, contractors, agents, or representatives caused by you or any of your shareholders, directors, members, managers, partners, officers, employees, contractors, agents, or representatives (any of the foregoing, separately and collectively, “Customer Matters”).
- You agree, at your own expense, to indemnify, hold harmless and, at EVAREG’s option, defend EVAREG against any losses, damages or expenses (including, without limitation, reasonable attorneys’ fees) arising from any claim, suit or proceeding brought by a third party against EVAREG arising out of a Customer Matter and shall pay any damages finally awarded or settlement amounts agreed upon to the extent based upon a Customer Matter (any of the foregoing indemnifiable matters, each a “Company Claim”), provided that you will not settle any Company Claim unless such settlement completely and forever releases EVAREG with respect thereto or unless EVAREG provides its prior written consent to such settlement. EVAREG agrees (i) to provide you with prompt written notice of any Company Claim and (ii) to provide such assistance as you may reasonably request, at your expense, in order to settle or defend any such Company Claim.
- THE FOREGOING PROVISIONS OF THIS SECTION 12 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF EACH PARTY, AND THE EXCLUSIVE REMEDY OF EACH PARTY, WITH RESPECT TO CLAIMS BY ANY THIRD PARTY ALLEGING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT.
- Severability. Should any term or provision of an Order Form or these TOS be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term or provision shall be construed (i) to have been modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of applicable law and (ii) to give effect to the intent of the parties (including, without limitation, with respect to the economic effect of the Agreement), and the remainder of the Order Form or these TOS (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.
- Governing Law. Each Order Form and these TOS shall for all purposes be governed by and interpreted in accordance with the laws of the State of Maryland without reference to its conflicts of law provisions, and each party irrevocably submits to the exclusive jurisdiction of the state and federal courts in or for the State of Maryland. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to any Order Form or these TOS. The Uniform Computer Information Transactions Act shall not apply to any Order Form or these TOS.
- Modification and Waiver. No modification, amendment, supplement, or other change to an Order Form or these TOS will be effective unless set forth in writing and signed by duly authorized representatives of the parties. No waivers under these TOS will be effective unless expressly set forth in writing and signed by a duly authorized representative of the party against whom enforcement thereof is sought.
- Assignment. These TOS and all Order Forms may not be assigned by Client without the prior written consent of EVAREG. These TOS shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
- Notices. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, sent by facsimile or email, or mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed as set forth on the Order From or to such other address as shall be given in accordance with this Section 13.E, and shall be effective upon receipt.
- Force Majeure. Except with regard to payment obligations, neither party will be responsible for any failure to fulfill its obligations due to causes beyond its reasonable control, including without limitation, acts or omissions of government or military authority, acts of God, materials shortages, transportation delays, fires, floods, labor disturbances, riots, wars, civil unrest, public health emergencies including pandemics and epidemics, terrorist acts, inability to obtain any export or import license or other approval or authorization of any government authority, failures or outages of the internet or any public telecommunications network, failures of EVAREG’s hosting provider, failures or outages of EVAREG’s third party providers (including Zoom), hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, or power failures.
- Relationship. EVAREG and the Client are independent contracting parties. These TOS shall not constitute the parties as principal and agent, partners, joint venturers, or employer and employee.
- Entire Agreement. These TOS, the Order Form(s) entered into between EVAREG and the Client, and all documents incorporated by reference herein or therein, constitutes the entire, full and complete agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties.
Please direct any questions or comments about the Software, Documentation, or Event Services to:
Attention: Legal Team