Customer Terms of Service

By clicking “Accept” below or in any agreement, electronic form or user interface where this option is made available, Customer agrees to be unconditionally bound by these Customer Terms. Customer represents, agrees, and warrants that Customer is of legal age and authority to agree to these Customer Terms and, if Customer is a company or other entity (“Entity”), Customer is authorized to act on behalf of the Entity and to bind such Entity to these Terms. ACCEPTANCE OF THESE CUSTOMER TERMS IS REQUIRED FOR USE OF THE SERVICES AND ANY USE OF THE SERVICES SHALL CONSTITUTE CUSTOMER’S ACCEPTANCE OF THESE CUSTOMER TERMS. If Customer does not agree with these Customer Terms in their entirety, Customer must not use the Services. Customer acknowledges and agrees that EventBuilder may make changes to the Services or these Customer Terms at any time and that Customer will be bound by such changes if Customer continues to use the Services.

To download, install, or use the Services, Customer must create an account and purchase a subscription for the Customer’s chosen subscription type. Customer must provide a unique email address that EventBuilder will use to grant Customer privileges for Customer’s EventBuilder account and Portal access. The email address associated with Customer’s EventBuilder account must be a named user and not a generic email alias. Customer may have the option to designate more than one Organizer or Administrator for Customer’s Portal. The information Customer provides, and the selections Customer makes during registration process, and any changes thereto from time to time, are an integral part of and governed by these Customer Terms. Customer represents and warrants that all information Customer provides to EventBuilder in connection with Customer’s registration for Service is true, accurate, current, and complete. Customer is responsible for maintaining the confidentiality of any login credentials issued by EventBuilder to Customer, and Customer is responsible for all activities that occur using its login credentials. Subscription cancellations are effective at the end of the then-current monthly billing period.

EventBuilder offers limited Services access for free while other access levels are provided in exchange for a subscription fee and other fees as described in the disclosure of fees or as otherwise agreed in the applicable contract (each a “Fee”). Fees may be payable by Customer in advance by automatic charge against the payment method Customer provides to EventBuilder. As part of the Fees, Customer is responsible for paying all charges to Customer’s account for Services ordered, including but not limited to, software, conferencing, consulting, event creation and publishing, and for any taxes or surcharges imposed on Customer or EventBuilder as a result of Customer’s use of the Services.

EventBuilder limits each Organizer to 3,000 people registered for Events (“Registrants”) per month. If Customer has more than an average of 3,000 Registrants per Organizer in a given month, Customer will be subject to overage Fees as described in our disclosure of fees. Certain add-on features will incur the extra costs described when Customer adds those features to the Event. Customer is responsible for paying the Fees for the Services to which Customer subscribes, as well as any and all applicable sales and use taxes for the purchase of Customer’s subscription based on the address that Customer provides at registration. EventBuilder may adjust our Fees at any time. International rates may change without notice. All Fees are quoted in United States dollars. EventBuilder reserves the right to change our subscription plans or adjust the Fees for the Services or any components thereof in any manner and at any time. EventBuilder will give Customer at least 30 days’ notice prior to any price change or change to Customer’s subscription plan.

These Customer Terms take effect on the date EventBuilder activates the Services through Customer’s registration as a Customer (the “Effective Date”). The duration of Customer’s agreement with EventBuilder pursuant to these Customer Terms begins on the Effective Date and continues for one (1) month and automatically renews each subsequent month unless canceled or changed as provided herein, with the initial term and all renewable periods collectively referred to as the “Term”. Notwithstanding the foregoing, if Customer selects a fixed term subscription of more than one month in duration (e.g., a one-year plan), Customer agrees to purchase the Services for the full duration of the fixed term. Customer acknowledges that our obligations to Customer under the contract begin anew with each renewal, and that EventBuilder owes Customer no obligations beyond each successive one (1) month contract period.

Any change to Customer’s subscription or other order for the Services must be documented in writing and accepted by both Parties (a “Change Order”). Each Change Order will be governed by these Customer Terms. Customer and EventBuilder each acknowledge that a Change Order may necessitate a change in the delivery schedule and/or Fees due to EventBuilder for provision of the Services. Subscription changes are effective immediately upon our acceptance of Customer request for such change and apply to the entire monthly billing period during which Customer contacts EventBuilder to request such change. In the event of a conflict between these Customer Terms and a Change Order, these Customer Terms will control unless the Change Order expressly refers to the Parties’ intent to alter the terms of these Customer Terms with respect to that Change Order or a specific provision of the Services. If Customer requests to upgrade or downgrade Customer’s subscription to the Services or requests a Change Order, and EventBuilder agrees to the change, the following month’s fee will be amended to reflect the agreed upon change. If Customer is enrolled in automatic billing and Customer’s initial billing period is less than a full month, Customer’s fees for that initial billing period will be prorated accordingly if applicable.

At Customer’s option, Customer and EventBuilder will each designate a contact person in writing to the other Party (each, a “Relationship Manager”) to act as the primary point of contact between the Parties and to coordinate the performance of each Party’s respective obligations under these Customer Terms.

Customer acknowledges and agrees that: (a) EventBuilder will invoice expenses within 90 days from the date such expenses are incurred; (b) EventBuilder will invoice Customer monthly within 30 days of the month during which the Services were performed; and (c) Customer will pay each invoice within 30 days of receipt. Billing cycle end dates may change from time to time at Our discretion. Customer may be required to maintain a valid payment method on file for payment of invoices. Customer agrees that EventBuilder may charge Customer’s credit or debit card, or withdraw amounts from Customer’s designated account at Customer’s depository institution, or charge any other payment method that Customer has on file with the fees due hereunder, any sales and use taxes and any late fees or interest (as described below), if applicable. Customer represents and warrants that the payment information Customer provides to EventBuilder is correct and accurate and Customer is using a form of payment that Customer is legally authorized to use for this purpose. Customer agrees that Customer is solely liable for any payment or credit card fraud, abuse, or unauthorized use by Customer or others. Except for downgrades and cancellations by Customer in the manner permitted herein, payments are nonrefundable, and there are no refunds or credits for partially used periods.

Customer hereby authorizes EventBuilder to obtain employment and credit information about Customer from consumer reporting agencies or trade references, and Customer consents to our rechecking and reporting personal and/or business payment and credit history. EventBuilder may require a deposit, or increase an existing deposit, to establish or maintain Service which will be held as a partial guarantee of payment and cannot be used by Customer to pay Customer’s bill or delay payment. Unless otherwise required by law, deposits may be mixed with other funds and will not earn interest. If Customer defaults, or these Customer Terms are terminated, EventBuilder may, without notice to Customer, apply any deposit towards payment of charges due.

If Customer does not pay on time or if EventBuilder cannot charge the payment method Customer has on file for any reason, EventBuilder reserves the right to either suspend or terminate Customer’s access to the Services. In addition, if any payment is not received within 30 days after the due date, then EventBuilder may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. EventBuilder may assess an additional fee of fifty dollars ($50) for any check returned for nonpayment. If Customer’s unpaid fees are referred to an attorney or collections agency, Customer shall pay all reasonable attorney’s fees or collections agency fees. If Customer disputes any portion of an EventBuilder invoice, then Customer is responsible for notifying EventBuilder in writing of the disputed amounts and Customer is required to pay the undisputed amounts according to these Customer Terms. The Parties will use good faith efforts to reconcile the disputed amounts as soon as practicable. Acceptance of late or partial payments (even if marked "Paid in Full") shall not waive any of our rights to collect the full amount due under these Customer Terms.

Subject to these Customer Terms, EventBuilder grants Customer a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to access, download, install, and use the Services in compliance with these Customer Terms (the “License”). The term of the License shall follow the Term of these Customer Terms. Customer acknowledges and agrees that the Services are licensed, not sold. Nothing in these Customer Terms is intended to or may be construed as conferring by implication, estoppel or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of EventBuilder or any third party, except as expressly provided in these Customer Terms. EventBuilder reserves all rights not expressly granted in these Customer Terms.

The License granted in Section 8 is subject to reasonable use limits which may be modified from time-to-time by EventBuilder, in its sole discretion. Currently, for a single live event, simulated-live, or in-person event, a maximum of 5,000 Registrants (assuming a 50% attendance rate) is considered reasonable and permitted. There is no current maximum Registrant limit for on-demand events. EventBuilder works to ensure that all users of the Services can access the Services with a minimum of latency, technical difficulty, and bugs, which requires EventBuilder to place reasonable use limits on users. In addition to published and notified use limits, if EventBuilder suspects Customer has attempted to exceed ordinary use for the purpose of interfering with the use by other users (for instance, in a denial-of-service attack), EventBuilder may suspend Customer’s access. In certain cases, EventBuilder may offer customized use limits for an additional fee to accommodate power users.

EventBuilder does not provide data restoration services to customers as part of its standard service offerings, nor is it subject to specific legal or regulatory requirements related to PII backups. PII backup restoration requests will be considered on a case-by-case basis. Additional fees or other requirements may be imposed for restoration services.

a. Customer Responsibility for End Users. Customer will: (i) be responsible for compliance with these Customer Terms by all of Customer’s Event Registrants and all Users of the Services by, through or in connection with Customer’s subscription (together with Registrants, the “End Users”); (ii) ensure that each End User agrees to EventBuilder’s Privacy Notice and our Terms of Use and consents to the collection and processing of End Users’ personal information via the Services prior to such End Users accessing the Services; (iii) be responsible for the accuracy of Customer’s account, Registrant count, and the accuracy and legality of any data, including Personal Information, that is input to the Services by any and all End Users associated with Customer; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify EventBuilder promptly of any unauthorized access or use; (v) use and ensure that Customer’s End Users use the Services only in accordance with these Customer Terms of Service, our Terms of Use (including without limitation our Community Standards), application documentation, and all applicable laws; and (vi) comply with the terms of service of any third party software with which Customer uses the Services. Any use of the Services in violation of the foregoing by Customer or its End Users that in EventBuilder’s judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.

b. Registrant Questions. The Services offer features that enable Customer to pose tailored questions and collect information from Registrants. Customer acknowledges that it is strictly prohibited to use these features to request information from a Registrant or other End User that: (i) could be used for purposes of identity theft, fraud, or other nefarious purposes; (ii) is subject to or controlled pursuant to international, federal, or state regulation; or (iii) is noncompliant with our Privacy Notice. Prohibited questions include, but are not limited to, those that request a Registrant or other End User’s social security number, other government identification, or credit card information. Customer agrees to use these features only in compliance with these Customer Terms of Service and our Privacy Notice.

c. Prohibited Uses. Customer further agrees, represents, and warrants that it and its End Users will not use the Services to do any of the following: (i) download, install or use the Services on any devices on which Customer does not have permission to operate the Services, or on which the Services cannot be legally and rightfully operated; (ii) for industrial, medical, safety-critical, military, or weapons purposes, including, but not limited to, using the Services in, or in association with, the design, construction, maintenance, or operation of any industrial, medical, safety-critical, military or weapons process, products, service, environments, or systems; (iii) to promote any goods or services or send communications that are illegal in the place offered to consumers; (iv) to advertise or promote illegal services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (v) to defraud, deceive, or mislead anyone; (vi) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar, or offensive; (vii) in connection with doing anything that is abusive, harmful, threatening, harassing, defamatory, bullying, malicious, discriminatory, deceptive, misleading, unethical, unlawful, or which violates another person’s privacy rights, or which is otherwise objectionable; (viii) modify, translate, adapt, or otherwise create derivative works or improvements of the Services; (ix) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services; (x) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; or (xi) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any unauthorized third party.

EventBuilder may, in our sole discretion, develop and provide Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Depending on the Services used by Customer and Customer’s or Customer’s End Users’ device settings, (a) any Updates EventBuilder provides will be present the next time Customer logs into the Services or (b) when a device is connected to the internet either (i) the Services will automatically download and install all available Updates or (ii) the End User may receive notice of or be prompted to download and install available Updates. Customer agrees to promptly download and install all Updates and acknowledges and agrees that the Services or portions thereof may not properly operate should Customer fail to do so. Customer agrees that EventBuilder has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Customer further agrees that all Updates will be deemed part of the Services and be subject to all terms and conditions of these Customer Terms.

Customer acknowledges that it has read and agrees to EventBuilder’s DPA, Privacy Notice, and Terms of Use, each incorporated herein by this reference, and Customer consents to all actions taken by EventBuilder with respect to Customer’s and its End Users’ Personal Information (as that term is defined in the Privacy Notice) as described in the Privacy Notice and the DPA. Customer agrees that EventBuilder will collect certain Personal Information about Customer’s Registrants and other End Users in accordance with Customer’s Instructions (as defined in the DPA) as part of EventBuilder’s provision of the Services, and Customer is solely responsible for obtaining any necessary consents and authorizations from such End Users and other individuals as may be required by applicable local, state, federal, and foreign laws (“Applicable Laws”), contracts, or internal policies or guidelines. Failure to comply with the DPA, Privacy Notice, or Terms of Use is a breach of these Customer Terms and may result in EventBuilder restricting Customer or its End Users’ access or use of certain Events, features, or functions of the Services.

EventBuilder will not delete any Customer content, including registration pages, recording files, or uploaded files, that Customer uploads while Customer’s subscription and account remains active, unless Customer designates that EventBuilder deletes some or all of such Customer content and EventBuilder agrees to do so. If Customer’s subscription or account is terminated, expires or becomes inactive, EventBuilder reserves the right in our sole discretion to deactivate Customer’s Portal and access to the Portal. EventBuilder will keep Customer’s content associated with Customer’s account and Portal for 30 days after termination, expiration or deactivation, but Customer will not have access to the Portal during these 30 days. If Customer does not resume an active and current subscription within 30 days, EventBuilder shall delete all Customer Materials (defined in Section 16(b)) and EventBuilder reserves the right, in our sole discretion to delete all other Customer content and Customer’s Portal. Registrants’ Personal Information collected in connection with Customer’s Events or recordings is collected and processed as described in our Privacy Notice and will be retained for a maximum of two (2) years from the date of collection. At the conclusion of the two-year retention period, such Personal Information will be redacted. Customers that require more frequent redaction can configure their Portal to a different redaction interval. Personal Information in redacted form is accessible to Customer as long as Customer’s subscription and account are current and active.

a. Compliance with Applicable Laws. Customer agrees to, at all times, comply with all Applicable Laws in using the Services, including without limitation: (i) laws governing consumer privacy and data security; (ii) the U.S. CAN-SPAM Act, the Canadian Anti-Spam Legislation, and the U.S. Telephone Consumer Protection Act; (iii) applicable healthcare laws; (iv) the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, each as amended; and (v) all United States export laws, rules, and regulations, including but not limited to Export Administration Regulations, and Customer agrees not to export the Services or any component thereof without first obtaining all required authorizations or licenses.

b. Specific Customer Responsibilities. In addition to and without limiting the provisions of this Section 15, Customer shall be solely responsible for: (i) providing notice and obtaining consent from each Registrant in compliance with Applicable Laws, including without limitation, notice and consent with respect to Personal Information collection, use, processing, storage, sharing or disclosure, and sale to third parties, as applicable; (ii) if Customer chooses to use the Services in a manner that permits or fails to prevent a Registrant under the age of 16 to register for a Customer event, Customer agrees to be solely responsible for obtaining any and all legally required parent or guardian consent for such registration, Personal Information collection and processing, and participation in the event; and (iii) if Customer engages in any activity that involves or results in the “sale” of Personal Information, as that term is defined under Applicable Laws, that was collected or processed using the Services, Customer agrees to ensure that Customer only engages in the “sale” of Personal Information of a Registrant if that Registrant has affirmatively consented to the sale of their Personal Information and has the option to opt-out of such “sale” of Personal Information at any time and without penalty or discrimination.

c. No Representation of Legal Compliance. EventBuilder makes no representations that the Services or Customer’s use thereof comply with legal or regulatory requirements applicable to Customer or Customer’s Registrants. Customer acknowledges and agrees that Customer is solely responsible for notifying EventBuilder if Customer’s use of the Services or any component thereof or any provision of these Customer Terms violates any law, regulation, or rule of Customer’s locality. Use of the Services from jurisdictions where such access is illegal is prohibited. If Customer or any Registrant chooses to use the Services from other jurisdictions, Customer does so at its own initiative and is responsible for compliance with applicable local laws. EventBuilder is not responsible for any violation of law in relation to Customer’s use of the Services. Nothing in these Customer Terms shall affect an individual’s statutory consumer rights, as applicable.

Each Party will own and retain all rights to its pre-existing intellectual property and any intellectual property developed outside of the Services performed under these Customer Terms.

a. Customer Data. Customer Data will be the sole property of Customer, except to the extent that it consists of EventBuilder Property (defined below). EventBuilder will promptly provide to Customer or provide Customer rights and access to retrieve/download, any and all Data requested by Customer or as otherwise set forth in these Customer Terms. As used in these Customer Terms, “Customer Data” means any data input to the Services by Customer or a Customer’s Registrant, including but not limited to: (i) Registrant Personal Information; (ii) presentations and content developed by Customer using EventBuilder provided software applications; and (iii) attendance data entered into an EventBuilder provided and hosted application.

b. Customer Materials. From time to time, Customer may provide to EventBuilder certain products, samples, and other materials (collectively “Customer Materials”) to be used by EventBuilder in connection with the Services. Customer represents and warrants that, with respect to any Customer Materials Customer uploads to the Services: (i) Customer owns or has the right to upload and use such Customer Materials; (ii) Customer has all rights and authority to grant to EventBuilder the license to Customer Materials, and Customer agrees to be solely responsible for any liability associated with granting such license to EventBuilder; and (iii) such Customer Materials, or its use by Customer on the Services as contemplated by these Customer Terms, does not violate these Customer Terms or any other rights set forth within our Privacy Notice, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of Customer or the Customer Materials by EventBuilder without express written consent from EventBuilder. Customer hereby grants EventBuilder a nonexclusive, irrevocable license to copy, use, and distribute any Customer Materials provided to it to the extent necessary to perform the Services. Customer or its suppliers retain all other interest in Customer Materials and related intellectual property. EventBuilder has no right to sublicense the right to such Customer Materials, except as necessary to an EventBuilder Service Provider (as defined in the DPA), nor has or will acquire any right or property interest in Customer Materials. If the Customer Materials come with a separate license, the terms of that license will apply and, in the case of conflict with these Customer Terms, shall control. EventBuilder may, but has no obligation to, monitor, review, or edit Customer Materials. In all cases, EventBuilder reserves the right to remove or disable access to any Customer Materials for any or no reason, including Customer Materials that, in our sole discretion, violates these Customer Terms. EventBuilder may take these actions without prior notification to Customer or any third party. Removal or disabling of access to Customer Materials shall be at our sole discretion, and EventBuilder does not promise to remove or disable access to any specific Customer Materials. Customer is solely responsible for all Customer Materials it uploads to the Services. EventBuilder is not responsible for any Customer Materials nor does EventBuilder endorse any opinion contained in any Customer Materials. Upon termination of these Customer Terms, the license will terminate automatically and EventBuilder will delete all Customer Materials held by EventBuilder according to the procedure described in Section 14 herein.

c. Works For Hire. All original works of authorship which are generated by EventBuilder as part of the provision of the Services to Customer pursuant to these Customer Terms and which are protectable by copyright will be deemed “works made for hire,” as that term is defined in the United States Copyright Act, 17 U.S.C. § 101, under applicable copyright law subject to; (i) EventBuilder’s retention of its rights in any EventBuilder Property as provided in this Section 16; and (ii) any third party’s retention of its rights in any intellectual property licensed to Customer.

d. EventBuilder Property. Unless the Parties agree otherwise in writing, Customer and EventBuilder agree that the following are EventBuilder property, and shall be subject to the licensing terms set forth in Section 8 and this Section 16, as applicable: (i) Contents and Ownership, as set forth in Section 16(e); (ii) EventBuilder software applications and all enhancements to such software applications; (iii) documentation supporting use of EventBuilder provided software applications, training documentation and other materials; (iv) EventBuilder provided documentation on process designs shall be deemed EventBuilder Property; and (v) any inventions, processes, know-how, trade secrets, improvements, other intellectual property and other assets, which are (a) owned or controlled by EventBuilder as of the Effective Date or (b) acquired or developed by EventBuilder after the Effective Date independently of its performance of Services under these Customer Terms (collectively “EventBuilder Property”). Customer and EventBuilder agree that any EventBuilder Property or improvements, modifications or enhancements specific thereto that are developed by EventBuilder during the Term are the sole and exclusive property of EventBuilder. For the avoidance of doubt, Confidential Information belonging to Customer and any data or information generated, conceived or derived from Confidential Information belonging to Customer is not EventBuilder Property. To the extent that any EventBuilder Property or any other deliverable under these Customer Terms provided by EventBuilder consists of Customer Data, Customer hereby grants to EventBuilder a non-exclusive, perpetual, fully paid-up, royalty-free, irrevocable, worldwide license to use such Customer Data in connection with EventBuilder’s internal business purposes.

e. Contents and Ownership. The Parties acknowledge and agree that, in addition to the general incorporation by reference of the Terms of Use, those Terms of Use provisions governing Contents and Ownership, including without limitation Copyright, Trademarks, Feedback, Reports, and User Content, are expressly incorporated into these Customer Terms by this reference. For the avoidance of doubt, this Section 16(e) is not intended to and shall not be interpreted as limiting or restricting the applicability or enforceability of any provision of the Terms of Use as between Customer and EventBuilder.

a. Confidential Information. For the purposes of these Customer Terms, “Confidential Information” means any non-public information, whether or not designated as confidential, disclosed to one Party (“Recipient”) by the other Party (“Discloser”) which, under the circumstances of disclosure ought to be treated as confidential. Confidential Information includes without limitation: (i) released or unreleased software or hardware products, source code, technologies, or future projects or products; (ii) business policies, strategies, or practices; (iii) customer or supplier lists; (iv) Customer Data; (v) transactional, sales, and marketing information related to the Services; (vi) electronic or written correspondence between the Parties; (vii) Reports provided to Customer; (viii) concepts, ideas, models, designs, data, documents, research, studies, intellectual property, and trade secrets; and (ix) any information that contains, reflects, or is based upon, in whole or in part, any Information furnished to Recipient by Discloser, including without limitation any notes, analyses, compilations, studies, interpretations, memoranda, or other documents or tangible objects. Information may also include information previously disclosed to Discloser by third parties. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of Recipient; (b) is lawfully received from a third party without restriction on disclosure; (c) is already known by Recipient at the time it is disclosed by Discloser, as shown by Recipient’s written records; or (d) is independently developed by Recipient without reference to or reliance upon Discloser’s Confidential Information, as shown by Recipient’s written records.

b. Confidentiality Obligations. Recipient agrees that it will itself, and will cause its directors, officers, employees, agents and advisors to: (i) hold Discloser’s Confidential Information in strict confidence using the same standard of care as it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care; (ii) not disclose the Confidential Information of Discloser to any third party without Discloser’s prior written consent, except as expressly permitted under these Customer Terms; and (iii) limit access to Discloser’s Confidential Information to those of its employees, service providers, or agents having a need to know for purposes of performance hereunder who are bound by confidentiality obligations at least as restrictive as those set forth herein. Notwithstanding the foregoing, Recipient may make disclosures as required or requested by a court of law or any governmental entity or agency, provided that Recipient provides Discloser with reasonable prior notice to enable Discloser to seek confidential treatment of such information through a protective order or otherwise. Confidential Information disclosed by Discloser under these Customer Terms shall, in all respects, remain the sole property of Discloser and nothing contained herein shall be construed as granting or conferring to Recipient any license, interest, ownership rights, or intellectual property rights in such Information. Recipient acknowledges that unauthorized disclosure of Confidential Information would cause irreparable harm to Discloser, the extent of which would be difficult to ascertain. Accordingly, Recipient agrees that, in addition to any other remedies to which Discloser may be legally entitled, Discloser shall have the right to immediate injunctive or other equitable relief in the event of a breach of this Section 17 by Recipient.

c. Return of Materials. Recipient will perform the following promptly upon Discloser's request or in the event of termination or expiration of these Customer Terms, according to the procedure described in Section 14 herein: (i) permanently erase all electronic files containing or summarizing any of Discloser’s Confidential Information (except for any computer records or files that have been created pursuant to Recipient’s automatic archiving and back-up procedures and the removal of which is not technically reasonable); (ii) destroy all tangible embodiments of Discloser’s Confidential Information (in every form and medium); (iii) if so directed by Discloser, provide access to copies of the Confidential Information; and (iv) if so directed by Discloser, confirm to Discloser in writing that Recipient has fully complied with the foregoing obligations. Notwithstanding the foregoing, Recipient shall be permitted to retain one (1) copy of Discloser’s Confidential Information for its legal archives (subject to a continuing obligation of confidentiality) or as otherwise required by applicable individual contracts, laws, regulations and ordinances. 

EventBuilder will use commercially reasonable efforts to maintain availability of the Services during Customer’s subscribed-to service times. Customer agrees and understands that there will be times when the Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, other Customers; and causes beyond our reasonable control. EventBuilder will make commercially reasonable efforts to notify Customer of planned downtime and unavailability of the Services. EventBuilder is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service access or caused by Customer’s device or Customer’s internet or wireless service provider.

EventBuilder may, in its sole discretion, make free, trial, and/or Beta Versions of the Services available to Customer. Because free, trial, or beta offerings are different from paid subscriptions, the following special terms apply:

a. Free or Trial Subscriptions; Demonstration Versions. If EventBuilder makes the Services, or a demonstration version of the Services, available to Customer on a free or trial basis, it is so that Customer can use the Services before purchasing a subscription to determine if the Services meet Customer’s needs. Free/trial subscriptions to the Services, and any demonstration versions, are subject in all respects to these Customer Terms, except that EventBuilder may discontinue the Services or Customer’s ability to use the Services or demonstration version at any time, with or without notice to Customer and without further obligations to Customer. 

b. Beta Versions. EventBuilder may make new versions of the Services available prior to their release to the general public, for testing and evaluation purposes (“Beta Versions”). Beta Versions of the Services are subject in all respects to the terms of these Customer Terms, except that EventBuilder may discontinue the Services or Customer’s ability to use a Beta Version at any time, with or without notice to Customer and without further obligations to Customer. Customer agrees to notify EventBuilder of all comments or suggestions about the Services, including without limitation any problems and ideas for improvements, which come to Customer’s attention during its use of the Beta Version. By permitting Customer to access, download, install, or use a Beta Version, EventBuilder does not grant any additional right to Customer under any copyrights, patents, trademarks, or trade secret information. 

Customer represents and warrants that: (a) if Customer is a business entity, Customer is duly organized, validly existing and in good standing under the laws of its jurisdiction and all jurisdictions in which its conduct of business requires; (b) Customer has full right, power and authority to enter into and perform these Customer Terms without the consent of any third party; (c) Customer will comply with these Customer Terms and all Applicable Laws; (d) Customer is not a party to any agreement which would prevent it from fulfilling its obligations under these Customer Terms or impose conflicting obligations on Customer, and Customer agrees that during the Term, it will not enter into any agreement to provide services which would in any way prevent it from performing its obligations under these Customer Terms or impose conflicting obligations on Customer; and (e) the foregoing statements are true and correct as of the date of execution of these Customer Terms and will continue to be true and correct for the duration of the Term. 

EventBuilder represents and warrants that: (a) EventBuilder is duly organized, validly existing, and in good standing under the laws of its jurisdiction and all jurisdictions in which its conduct of business requires; (b) EventBuilder has full right, power and authority to enter into the Agreement, and perform its obligations thereunder, without the consent, approval or authorization of any third party; (c) EventBuilder will render the Services in accordance with high professional standards and in compliance with these Customer Terms and all Applicable Laws; (d) EventBuilder will perform Risk Assessments and Privacy Reviews at least annually in accordance with the ISO 27001 and ISO 27701 standards. (e) EventBuilder is not a party to any agreement which would prevent it from performing the Services pursuant to these Customer Terms or impose conflicting obligations on EventBuilder, and EventBuilder agrees that during the Term of these Customer Terms it will not enter into any agreement to provide services which would in any way prevent it from providing the Services contemplated under these Customer Terms or impose conflicting obligations on EventBuilder; and (f) the foregoing statements are true and correct as of the date of execution of these Customer Terms and will continue to be true and correct for the duration of the Term of these Customer Terms. 

Customer may cancel these Customer Terms by giving EventBuilder 30 days’ written notice of such cancellation to care@eventbuilder.com. Any access to or use of the Services following termination of these Customer Terms of Service will be governed by our Terms of Use. EventBuilder may, in its sole discretion, terminate these Customer Terms by giving Customer 30 days’ written notice thereof to the email address associated with Customer’s EventBuilder account. These Customer Terms will terminate immediately and automatically without any notice if: (a) Customer or its Registrants violates these Customer Terms; (b) EventBuilder suspects that Customer’s or its Registrant’s use of the Services constitutes or otherwise relates to fraudulent or otherwise illegal activity or to a sexual or otherwise potentially illicit encounter; or (c) Customer or any of Customer’s Attendees are abusive, disrespectful, or otherwise inappropriate to EventBuilder personnel. In addition to and without limiting the foregoing, EventBuilder reserves the right to deactivate, ban, disallow, cancel, or discontinue Customer’s or its Registrants’ use of Services if EventBuilder determines, in its sole discretion, that the Services have been misused, or for the purpose of enforcing the terms of these Customer Terms, or EventBuilder’s Privacy Notice or Terms of Use, or for any other reason which EventBuilder, in its sole discretion, deems necessary to preserve its intellectual property and/or commercial rights. EventBuilder is not obligated to provide refunds, compensation, or replacement Services in any such instance.

Customer shall be deemed in default of these Customer Terms if any of the following occurs: (a) Customer fails to pay, or is discovered to have in the past failed to pay, any amount owed to EventBuilder within 5 days after the due date; (b) Customer has in the past failed to pay amounts due EventBuilder or an affiliate of Ours; (c) Customer breaches any provision or fails to perform any of Customer’s obligations or duties set forth in these Customer Terms of Service, our Terms of Use, our Privacy Notice, or any other agreement between Customer and EventBuilder; or (d) Customer is subject to any proceeding under the Bankruptcy Act or similar laws. Upon default, EventBuilder may, in our sole discretion and with or without prior notice, revoke, suspend, or restrict the Services and/or terminate these Customer Terms with Customer, in addition to all other remedies available to us. EventBuilder may require reactivation charges to renew the Services for Customer after termination or suspension. Upon termination, Customer is responsible for paying all amounts and charges owing under these Customer Terms, including any applicable cancellation fee. Customer agrees to pay all costs including attorney’s fees, collection costs, and court costs EventBuilder incurs in enforcing these Customer Terms through any appeal.

If Customer cancels these Customer Terms or otherwise terminates Customer’s agreement with EventBuilder, EventBuilder will retain any Fees Customer paid to EventBuilder under these Customer Terms unless otherwise set forth herein. If EventBuilder terminates Customer’s subscription and determines Customer is owed a refund for paid but unused Fees, EventBuilder will refund a prorated amount based on Customer’s subscription fee at the time of termination and the number of days remaining in the billing cycle by issuing a credit to Customer’s payment method on file. Upon termination, all rights granted to Customer under these Customer Terms will also terminate; and Customer must cease all use of the Services, cause all copies of the Services to be deleted or uninstalled from its Attendees’ and Users’ devices, and return or destroy any accompanying documentation in its possession or control. Termination will not limit any Party’s rights or remedies at law or in equity. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVENTBUILDER OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY - WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), AGENCY, WARRANTY, STATUTE, OR OTHERWISE - ARISING FROM OR RELATED TO CUSTOMER’S OR ITS USERS’ USE OF OR INABILITY TO USE THE SERVICES FOR ANY INCIDENTAL, INDIRECT, EXTRAORDINARY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SPECIAL DAMAGES, HOWEVER ARISING INCLUDING WITHOUT LIMITATION FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, USE, REVENUE, OR OTHER ECONOMIC DISADVANTAGE, OR LOSS OR COMPROMISE OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES OF ANY KIND EVEN IF EVENTBUILDER KNEW OR SHOULD HAVE KNOWN THAT THERE WAS A POSSIBILITY OF SUCH LOSSES OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO CUSTOMER. WITHOUT LIMITING THE FOREGOING IN ANY WAY, IN NO EVENT SHALL EVENTBUILDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE CUSTOMER TERMS (TOGETHER WITH ANY LIABILITY UNDER OUR TERMS OF USE OR CUSTOMER’S OTHER AGREEMENTS WITH EVENTBUILDER) EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO EVENTBUILDER UNDER THESE CUSTOMER TERMS IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CLAIM ARISES. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE AGAINST EVENTBUILDER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

a. Customer Indemnity. Customer will indemnify, defend, and hold harmless EventBuilder and its directors, officers, employees, and agents (collectively, the “EventBuilder Indemnitees”) from and against any and all damages, liabilities, losses, costs, and expenses of any kind or nature whatsoever, including, without limitation, reasonable attorney’s fees (collectively, “Losses”), incurred by any EventBuilder Indemnitee in connection with any claim, demand, action or proceeding brought by a third party (each, a “Claim”) arising from (a) the negligence, willful misconduct or fraud by Customer or (b) a breach of any of Customer’s obligations, covenants, representations, or warranties under these Customer Terms or any agreement incorporated herein by reference. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER AGREES THAT IF ANYONE BRINGS A CLAIM AGAINST EVENTBUILDER RELATED TO CUSTOMER MATERIALS THAT CUSTOMER UPLOADS OR USES ON THE SERVICES, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, CUSTOMER WILL INDEMNIFY, DEFEND, AND HOLD EVENTBUILDER HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM. 

b. EventBuilder Indemnity. EventBuilder will indemnify, defend, and hold harmless, Customer and its directors, officers, employees and agents (collectively, the “Customer Indemnitees”) from and against any and all Losses incurred by any Customer Indemnitee in connection with any Claim arising from: (i) the negligence, willful misconduct, or fraud by any EventBuilder Indemnitee or any Service Provider; or (ii) a breach of any of EventBuilder’s obligations, covenants, representations, or warranties under these Customer Terms or any Statement of Work, including, but not limited to, noncompliance with any applicable laws; provided, however, that EventBuilder will have no obligation to indemnify any Customer Indemnitee for Losses pursuant to this Section 28(b) to the extent that such Losses arise from: (a) the negligence, willful misconduct or fraud by a Customer Indemnitee; or (b) a breach of any of Customer’s obligations, covenants, representations, or warranties under these Customer Terms or any Statement of Work, including, but not limited to, noncompliance with any applicable laws.

c. Indemnification Process. If the Indemnified Party seeks indemnification under this Section 28 with respect to a Claim, the Indemnifying Party’s obligations are conditioned upon the Indemnified Party: (i) providing written notice to the Indemnifying Party of any Claim within thirty (30) days after the Indemnified Party has knowledge of such Claim (except that failure to timely provide such notice will relieve the Indemnifying Party of its obligations only to the extent the Indemnifying Party is materially prejudiced as a direct result of such delay); (ii) giving the Indemnifying Party sole control over the defense thereof and any related settlement negotiations; and (iii) cooperating and, at the Indemnifying Party’s request and expense, assisting in such defense. Notwithstanding the foregoing, the Indemnified Party may participate at its own expense in the defense and any settlement discussions, and will have the right to approve any settlement agreement that involves an admission of fault by the Indemnified Party or imposes non-monetary obligations on the Indemnified Party; provided, however, that such approval will not be unreasonably withheld.

a. Relationship of the Parties. The Parties’ relationship, as established by these Customer Terms, is solely that of independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and EventBuilder as a result of these Customer Terms or Customer’s/its Registrants’ use of the Services. The Parties are independent contractors. These Customer Terms do not create an exclusive relationship between the Parties.

b. Entire Agreement. These Customer Terms, the Data Processing Addendum, EventBuilder’s Privacy Notice and Terms of Use, and any other agreements incorporated herein by reference constitute the entire agreement between Customer and EventBuilder with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.  Each Party shall execute and deliver to the other Party such instruments and other documents, and shall take such other actions, as such other Party may reasonably request at any time for the purpose of carrying out or evidencing any of the transactions contemplated hereby. The provisions of this Section 29 are in addition to the provisions of Section 26 of the Terms of Use. 

c. Assignment. These Customer Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer without EventBuilder’s prior written consent, but may be freely assigned by EventBuilder without restriction. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Subject to the foregoing, these Customer Terms shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. If any provision of these Customer Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. 

d. Notices. All notices, requests, claims, demands, and other communications under these Customer Terms shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by overnight courier (providing proof of delivery), emailed with return receipt or acknowledgment in writing by the receiving Party to Customer at the contact details provided at the time of subscription or to EventBuilder at EventBuilder c/o Lauren Meyer CEO, 915 Broadway Street, Suite 250, Vancouver, WA 98660 or by email to privacy@eventbuilder.com.  

e. Governing Law. These Customer Terms shall be governed by the internal laws of the State of Washington without regard to conflicts of law principles. If federal jurisdiction exists, the Parties’ consent to exclusive jurisdiction and venue in the federal courts in Clark County, Washington. If not, the Parties consent to exclusive jurisdiction and venue in the Superior Court of Clark County, Washington. If either EventBuilder or Customer employs attorneys to enforce any rights arising out of or relating to these Customer Terms, the prevailing Party may recover its reasonable attorneys’ fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.

f. Waiver of Class Action. Customer hereby waives any right to commence or participate in any class action, collective action, private attorney general action, or other representative proceeding of any kind against EventBuilder related to any claim, dispute or controversy, and, where applicable, Customer hereby agrees to opt out of any class action, collective action, private attorney general action, or other representative proceeding against EventBuilder otherwise commenced. 

g. Dispute Resolution. EventBuilder prefers to advise Customer if EventBuilder feels Customer is not complying with these Customer Terms and to recommend any necessary corrective action. However, certain violations of these Customer Terms, as determined by EventBuilder, may result in immediate termination of Customer’s access to the Service without prior notice.  Any controversy or claim arising out of or relating to these Customer Terms or the breach thereof shall be determined by final and binding arbitration in accordance with the Arbitration Agreement set forth in the Terms of Use. 

h. Force Majeure. EventBuilder will not be liable for failure to perform any obligation under these Customer Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, pandemic, strike, and other causes beyond EventBuilder’s reasonable control). EventBuilder will provide notice to Customer within a commercially reasonable time of experiencing a force majeure event and will use its best efforts to resume performance. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

i. Revisions. EventBuilder reserves the right to revise these Customer Terms of Service by updating this posting without prior notice.  Customer’s continued use of the Services following the posting of changes constitutes Customer’s acceptance of such changes. 

j. Survival. Except as otherwise expressly set forth herein, the following provisions will survive expiration or termination of these Customer Terms pursuant to their terms, together with any other provisions necessary for their construction and enforcement: Sections 13, 15, 16, 17, 26, 27, 28, 29(f), and 29(g) and any other provision of these Customer Terms that by its terms would survive expiration or termination.  

By clicking “ACCEPT”, Customer consents to: (a) the terms and conditions of these Customer Terms; (b) EventBuilder communicating with Customer electronically; (c) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from EventBuilder electronically; and (d) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. Customer agrees that any notices, agreements, disclosures, or other communications that EventBuilder sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Customer must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with EventBuilder electronically. Customer agrees to be responsible for keeping Customer’s own Records. If Customer requires assistance with its Records or wishes to receive Records in paper format or to withdraw consent to receiving electronic records from us, please contact EventBuilder at care@eventbuilder.com. Agreements and transactions executed prior to this request will remain valid and enforceable. 

BY CLICKING "ACCEPT" CUSTOMER AGREES TO THESE CUSTOMER TERMS OF SERVICE.