As used in this Agreement, “Client”, “you” or “your” refers to (i) entities, organizations and companies using the Service to organize events, conduct marketing campaigns, manage client relationship, provide membership management or for other authorized purposes, or (ii) the employees, representatives or authorized agents of such entities, organizations or companies, acting on behalf of such entities, organizations or companies.
When used in this Agreement, “EventBank” refers to EventBank, Inc., and its affiliates, and subsidiaries. Depending on where you are located and/or the server you are using, the EventBank entity you are contracting with for purposes of this Agreement is as follows:
Unless otherwise provided in a separate business agreement by and between EventBank and you (“Definitive Agreement”):
If you are a Client using the Service through eventbank.com, you are contracting with EventBank Inc. (“EventBank US”), at 1775 Tysons Blvd, 5th Floor, Tysons, VA 22102, USA, or an entity designated by EventBank US;
If you are a Client using the Service through eventbank.cn you are contracting with EventBK (Beijing) Limited (“EventBank China”), and its address is Room 301, Tower D, Guanghualu SOHO2, No. 9 Guanghua Road, Chaoyang District, Beijing, China;
And if you are a Client using the Service through eventbank.ru, you are contracting with Event BK Rus (“EventBank Russia”), and its address is Aviamotornaya Street 8, Moscow, Russia.
EventBank reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time by publishing the updated Agreement on the Site or by sending a notice via the Service (“Modification”). If the Modification only addresses changes to the Service and does not impose any additional burdens or obligations on you, upon Modification, the updated Agreement shall immediately supersede the original Agreement and automatically take effect. If you, or the entity or company you represent, disagree with any change, you should immediately stop using the Service and cancel your Account. Your continued use of the Service following the Modification constitutes acceptance of those changes. Clients are at all times also bound by the terms and conditions contained in any other agreement they have entered into with EventBank, including, without limitation, any Definitive Agreement.
SCOPE of Service.
The Service is a platform for event organization, customer relationship management, marketing campaign management, event ticketing and payment processing, event data management and membership management. Subject to the terms and conditions of this Agreement, Client shall have a limited, non-exclusive, non-transferrable, non-sublicensable access to use the Service for these purposes. This license is personal to Client and Client will not use the Service for any direct commercial purpose (such as selling access to the Service).
Account and ACCESS.
- EventBank requires you to register to use the Service. You hereby acknowledge that when you complete the registration procedures or otherwise use the Service in such a manner as permitted by EventBank, you will have two types of accounts: (i) an organization account (“Organization Account”); and (ii) an account for each individual staff member of the organization that uses the Service (“User Account”, together with Organization Account, “Account”). You represent and warrant that you meet all the requirements under this Agreement and are in full compliance with applicable laws. Please keep your Account and password information private. You undertake to notify EventBank immediately if your password or Account is used without authorization or in case of any other security incident, and except for otherwise stipulated by laws, you agree and acknowledge that EventBank will not be liable for any direct or indirect loss or damages caused under such circumstance. Unless allowed under applicable laws or judicial rulings and expressly approved by EventBank, your Account name and password may not be assigned, bestowed or inherited in any manner. You agree to immediately notify EventBank of any unauthorized use of your password or Account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your Account.
- EventBank may change, suspend or discontinue any aspect of the Service at any time. EventBank may also impose limits on certain features and services or restrict Client’s access to parts or all of the Service without notice. You agree that EventBank will not be liable to you or any third-party as a result of its termination of your access to the Service. Any material changes to the Accounts of Subscription Clients will conform with their Definitive Agreement. Once your Account is terminated, you acknowledge and agree that we may permanently delete your Account and all the data associated with it.
- You represent and warrant that if you are an individual, you are at least 18 years old. If you are under 18 years old, you may only use the Service under the supervision of a parent or legal guardian who manages your use and/or Account.
- Client shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to and access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service. Client shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.
- Except as otherwise specified in this Agreement, Client agrees that all content and materials delivered via the Service or otherwise made available by EventBank as part of the Service on the Site or elsewhere (collectively, “Content”) may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by EventBank in writing, Client agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content whether expressly protected or not. However, Client may print or download a reasonable number of copies of the materials or content provided as part of the Service for Client’s own informational purposes; provided, that Client retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any content, materials or design elements on the Service for any other purpose is strictly prohibited without the express prior written permission of EventBank.
- EventBank acknowledges and agrees that the intellectual property rights with respect to the Client generated content belongs solely to the Client.
- Use of Content for any purpose not expressly permitted in this Agreement is prohibited. Any rights not expressly granted herein are reserved. You understand that EventBank may, and agree to authorize EventBank to, use your name, trademark and logo in advertising and promotional materials, but only for the purpose of showing that you are EventBank’s customer, client or partner, and to the extent permitted by applicable laws and policies.
USE OF THE EVENTBANK SERVICE.
- Client represents and warrants (i) Client’s use of the Service will comply with all applicable laws and regulations (including with respect to privacy, cyber security and data protection), (ii) no content (such as documents, discussions, data, information, trademarks/logos, etc.) Client submits to the Service (“Client Content”) will infringe or otherwise violate any third party intellectual property rights or any applicable laws or regulations, and (iii) Client’s use of the Service will not conflict with any obligations Client has to any third party.
- EventBank reserves the right to remove any Client 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 such Client Content or upon the request by such Client), or for no reason at all.
- You represent and warrant to EventBank that:?(a) you and your affiliates will obtain, prior to the start of ticket sales, all applicable licenses, permits, and authorizations (individually and collectively, “Licenses and Permits”) with respect to events hosted by you or your affiliates on the Service and you shall maintain all Licenses and Permits in force throughout the term of access to the Service for the event;?(b) you and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Service will comply, with all applicable laws, regulations, rules and ordinances. You agree to provide evidence of Licenses and Permits and related information prior to offering tickets or registrations for events if required by the Service from time to time and/or promptly upon request from EventBank.
EventBank may allow you to contact your customers, clients, other users of the Service, or third parties via email (the “Email Tools”) pursuant to the rules herein and as provided to you as part of the Service. If you violate any of these rules or if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails cause disruption to the Service, EventBank may (without limitation of any other legal or contractual remedies it has) limit or suspend your access to the Email Tools. If you use Email Tools, you represent and agree that: ?
- you have the right and authority to send emails to the addresses on your recipient list and such addresses were gathered in accordance with email marketing regulations in the recipient's country of residence and any and all other applicable laws and regulations;?
- you will use the Email Tools in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email, and including without limitation, the U.S. CAN-SPAM Act, the Canadian CASL, the EU GDPR and e-privacy directive, and Measures for the Administration of Internet E-mail Services;
- your use of the Email Tools and the content of your emails complies with this Agreement;?
- you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;?
- you will respond immediately to requests sent from EventBank with respect to your use of the Email Tools; and that
- an accessible and unconditional unsubscribe link is included in every email where one is required, you will not edit, misuse or remove such link for the purpose of circumventing this requirement, and you will not send any emails to any recipient who has unsubscribed from your mailing list.
Client shall pay fees in accordance with the terms set forth in the Definitive Agreement.
- Client shall not submit any information to the Service that is false, misleading or inaccurate.
- Client shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure, security controls or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. EventBank reserves the right to bar any such activity.
- Client shall not attempt to modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense or distribute any software program or applications providing the Service.
- Client shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any EventBank server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means.
- Client shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service. Client shall not reverse look-up, trace or seek to trace any information of any other user or visitor to the Service, or any other customer of EventBank, including any EventBank Account not owned by Client, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Client’s own information, as provided for by the Service.
- Client shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or EventBank’s systems or networks, or any systems or networks connected to the Service or to EventBank.
- Client shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.
- Client shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal Client sends to EventBank on or through the Service. Client shall not, in connection with the Service, pretend (e.g., through impersonation) that Client is any other individual or entity.
- Client shall not use the Service for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of EventBank or others.
THIRD PARTY SITES.
The Service may permit Client to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site or the Service. These other websites are not under EventBank’s control, and Client acknowledges that EventBank is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by EventBank. Client further acknowledge and agrees that EventBank shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource. EventBank may delete any link, using its reasonable discretion.
Client is responsible for all of its activity in connection with the Service. Client shall defend, indemnify, and hold harmless EventBank, its affiliates and subsidiaries, and each of its employees, contractors, directors, suppliers and representatives from all liabilities, claims, expenses, and damages (whether direct, indirect, incidental, consequential or otherwise), including reasonable attorneys’ fees, that arise from or in connection with (i) your use or misuse of the Service; (ii) your access to any part of the Service, (iii) your Content and/or links, (iv) your dispute(s) with any third party(ies), (v) your violation of this Agreement, (vi) your violation of any applicable law, and (vii) in any way connected with your or your affiliates' Licenses and Permits, any failure to obtain or maintain any Licenses and Permits, or any error in obtaining or maintaining any Licenses and Permits.
Disclaimer, LIMITATION OF LIABILITY.
Disclaimer of Warranties.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EVENTBANK MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET CLIENT’S REQUIREMENTS. In the event that some jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
Limitations of Liabilities.
IN NO EVENT SHALL EVENTBANK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PAYMENT PROCESSING PARTNERS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICE): (I) ANY FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER WHERE SUCH FAILURE RESULTS FROM ANY CAUSE BEYOND EVENTBANK’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, MECHANICAL, ELECTRONIC OR COMMUNICATIONS FAILURE OR DEGRADATION (INCLUDING "LINE-NOISE" INTERFERENCE), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF CLIENT’S USE OF ANY CONTENT OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $500.00 (U.S.).
IN NO EVENT WILL EVENTBANK’S AGGREGATE LIABILITY (INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS) ARISING FROM OR RELATED TO THIS AGREEMENT, EXCEED THE AMOUNT OF FEES RECEIVED BY EVENTBANK UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE ON WHICH SUCH LIABILITY AROSE, LESS AGGREGATE DAMAGES PREVIOUSLY PAID BY CLIENT UNDER THIS AGREEMENT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF ANY ACTS OR OMISSIONS RELATING TO THIS AGREEMENT MAY BE BROUGHT BY CLIENT MORE THAN ONE YEAR AFTER THE OCCURRENCE OF SUCH ACT OR OMISSION.
No Indirect Damages.
IN NO EVENT WILL EVENTBANK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, DAMAGES (INCLUDING WITHOUT LIMITATION, LIABILITIES RELATED TO A LOSS OF USE, PROFITS, GOODWILL OR SAVINGS OR A LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OR AWARE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- Term. If there is any discrepancy between this Agreement and the Definitive Agreement, the Definitive Agreement shall prevail.
- Termination due to Breach. EventBank may terminate this Agreement upon thirty (30) days’ prior written notice if Client materially breaches this Agreement and does not cure such breach within thirty (30) days following receipt of notice specifying the breach. EventBank may immediately terminate or suspend Client’s access to the Service in the event of a violation of the restrictions on use set forth in Section 6.
- Termination due to Insolvency. EventBank may also terminate this Agreement in the event the Client (i) becomes insolvent; (ii) becomes subject to a petition in bankruptcy filed by or against it that is not dismissed within thirty days of the filing of such petition; (iii) is placed under the control of a receiver, liquidator or committee of creditors; or (iv) dissolves, ceases to function as a going concern or to conduct its business in the normal course.
- All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability and dispute resolution provisions.
EXPORT AND TRADE CONTROLS.
- Client agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or through the Service except in full compliance with all applicable laws and regulations.
- EventBank complies with certain export controls and economic sanctions laws. All Clients, regardless of your location, or the location from which you are using the Service, should familiarize yourself with these restrictions. You represent and warrant that: (a) you will comply with all applicable laws in your use and receipt of the Service, including any applicable export laws. (b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; the U.S. Department of State’s Terrorist Exclusion List; the Bureau of Industry and Security’s Denied Persons, Entity or Unverified List; (ii) that is subject to sanctions in any other country; or (iii) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.
Data and PRIVACY.
- EventBank takes a variety of reasonable physical, electronic and administrative measures to protect your information and prevent your information and communication contents stored during the use of Service from being divulged, damaged or lost, including but not limited to SSL encrypted information storage.
- Please keep your Account and password information confidential and protected. EventBank will not be held liable for lost or stolen data or for deletion or storage failure of relevant data on the Service for reasons that are attributable to you.
- EventBank may use your data to contact you in the future for our marketing and advertising purposes, including without limitation, to inform you about services or events EventBank believe might be of interest to you, to develop promotional or marketing materials and provide those materials to you, and to display content and advertising on or off the Service that EventBank believe might be of interest to you.
- In an ongoing effort to understand and serve our Clients better, EventBank often conduct research on Client demographics, interests and behavior based on data that EventBank has collected. This research is typically conducted on an aggregate basis only that does not identify you. EventBank may share aggregated non-identifiable data with third parties for a variety of reasons, including, without limitation, to improve the Service and identify Client needs.
- To the extent that EventBank processes any personal data on Client’s behalf that is subject to the European Union General Data Protection Regulation (the “GDPR”), in the provision of the Service hereunder, the terms of the EventBank Data Processing Agreement, which are hereby incorporated by reference, shall apply. For?Clients that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement, apply. You acknowledge in all cases that EventBank acts as the data processor and you are the data controller under applicable data protection regulations in the European Union and European Economic Area. ?Client will obtain and maintain any required consents necessary to permit the processing of the relevant personal data under this Agreement. If you are subject to the GDPR you understand that if you give any third party vendor access to your EventBank Account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data laws and regulations that apply to you. In no case are such third party vendors our sub-processors.
- The Client represents and warrants that any payment processor it uses to process its customer’s payments in connection with the Service complies with all applicable laws, including, if applicable, the GDPR. The Client indemnifies and holds harmless EventBank for any violations of any law in connection with payment processing.
- The Client represents and warrants Client’s use of the Service will comply with all applicable laws and regulations (including with respect to privacy, cyber security and data protection).
The failure of either Client or EventBank to exercise in any respect any of their rights provided herein shall not be deemed a waiver of those rights or any other rights hereunder.
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Unless otherwise set forth in the Definitive Agreement or agreed to by the parties in writing EventBank may transfer, assign or delegate this Agreement and its rights and obligations hereunder without consent.
Governing Law and Dispute Resolution. The governing law and dispute resolution provisions in the Agreement are the same as those set forth in the Definitive Agreement.
Except with respect to any Definitive Agreement entered into between you and EventBank, this Agreement shall constitute the entire agreement between you and EventBank and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
No Partnership or Agency.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and Client does not have any authority of any kind to bind EventBank in any respect whatsoever.
We appreciate your feedback and suggestions. If you are a Client using the Service through eventbank.com, you may contact us via email at email@example.com, or by using the contact information provided in the Definitive Agreement.