Platform as a Service User Agreement

Event Tech Stack, LLC

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Please read this Platform as a Service User Agreement carefully before using the Event Platform.
This Agreement may have been amended since the last time you used the Services.

Effective: October 1, 2025

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Contractual Relationship

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This Platform as a Service User Agreement (this “Agreement”) governs your access to and use of the Event Platform (defined below) and the Services (defined below) provided to you by Event Tech Stack, LLC, a Delaware limited liability company, or any parent, subsidiary or affiliate thereof through or relating to the Event Platform (collectively, “we” or “ETS”). You are referred to in this Agreement as “you” or “User.”

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT IS A LEGAL AGREEMENT BETWEEN YOU AND ETS. If you do not agree to this Agreement, you may not access or use the Event Platform or Services. By accessing or using the Event Platform or Services (whether or not you create an account), you confirm your agreement to be bound by this Agreement. If you are an agency or otherwise use the Services on behalf of an organization (or your agency uses the Services on behalf of another organization), or create an account for an organization, you are agreeing to this Agreement for that organization (or, as applicable, your agency and that organization) and representing that you have the authority to bind that (agency and) organization to this Agreement, and thus “you” and “User” include such (agency and) organization. This Agreement applies to all users of the Event Platform and/or Services, with or without an account, and whether your account is in your name individually or in the name of your agency or organization (or both).

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ETS owns and operates the Event Tech Stack event management website(s) located at https://evntstack.com and https://eventtechstack.com/, together with other associated ETS URLs, any related mobile sites or mobile apps, and all software applications available thereon or therein (collectively, the “Event Platform”), and the features, services and content accessible through the Event Platform (collectively, the “Services”). If you access, download or use the Event Platform, then the term “Services” includes use of the Event Platform and any applications you use on the Event Platform.

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In general, the Event Platform and the Services provide features and functions to organize, manage and hold events, whether online/virtual, in-person, or hybrid (each, an “Event”) and, to the extent virtual or hybrid, to stream them to invitees (“Participants”). For clarity, the Services do not include, and this Agreement does not apply to, any in-person studio or event control-room related access or services, offline customized content production, offline event production, or other offline professional services provided by ETS or its affiliate pursuant to a separate agreement with ETS or such affiliate (a “Professional Services Agreement”).

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ETS may amend this Agreement from time to time, effective upon posting of such updated Agreement at this location. Your continued access or use of the Event Platform or Services after such posting confirms your consent to be bound by this Agreement, as amended.

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ETS reserves the right, in its sole and absolute discretion, to (1) cease offering or deny access to the Services or any portion thereof, or update, improve, enhance, modify, suspend, or discontinue all or any portion of the Services, or anything offered on or through the Services, including but not limited to the features, look and feel, functional elements, and related items; or (2) terminate your access to the Services; or (3) terminate this Agreement or your account, each of the foregoing at any time and for any reason, with or without prior notice, provided that to the extent you have prepaid for a License (defined below), to the extent such action by ETS materially prevents your use thereof, ETS will refund a prorated portion of such prepayment as reasonably determined by ETS.

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1. Platform Access and License Grant.

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1.1. To access the Event Platform and/or use the Services, User must purchase a subscription (as applicable, at the desired level) or such other paid user access as ETS may offer from time to time as published by ETS (any of the foregoing, including without limitation the business terms thereof published by ETS, such as Event capacity and other Service inclusions, exclusions, or limits, a “License”). User’s right to use the Event Platform and/or the Services is limited to the scope of such License. A License may also (1) provide for a term of permitted use (the “License Term”), (2) include or exclude the right to access certain applications or features, (3)include limits or per-unit fees as to bandwidth, participant, storage, or other unit volumes or bandwidth (“Volume Limits”) including ETS’s right to bill User for, as applicable under a given License, (i) use of a given volume of Services, or (ii) excess or overage fees or charges, each on a per-unit or similar basis (“Unit Charges”), or (d) provide for other tiers of Service, each as indicated when User purchased the applicable License (collectively, “License Parameters”). The License includes a license to use, and is not a sale of, the Event Platform or any component of the Services.

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1.2. Subject to the terms and conditions of this Agreement and the License Parameters, including without limitation the condition that all applicable Fees and Unit Charges are timely paid, ETS hereby grants to User a non-exclusive, non-transferable, non-sublicensable license and right to access and use the Event Platform on a software-as-a-service basis, solely during the applicable License Term, solely through an account provided by ETS, and, with respect to the configuration, administration, and conduct of an Event solely for use by the User or the User’s employees and agents for whose conduct and use the User is responsible (“Authorized Users”). For clarity, (1) to the extent User accesses the Event Platform, User is included in the definition of Authorized User, and (2) any limit as to the number of allowed Authorized Users allowed under a License does not apply to Participants who are simply attending or participating in the Event as guests, but the License Parameters may limit the number of Participants or similar.

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1.3. The License is only for runtime access to the executable, object code format of the software of the Event Platform, and User has no right to any source code or to any local installation of any ETS software (except with respect to the executable code of any downloadable mobile apps offered as part of the Event Platform). The License is subject to User’s (1) payment in full of all applicable fees and charges pursuant to this Agreement and (2) full compliance with this Agreement.

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2. Usage Requirements and Restrictions.

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2.1. User shall not use the License or the Event Platform for any purposes beyond the scope of the access expressly granted in this Agreement, including without limitation the License Parameters. User shall not at any time, directly or indirectly, and shall not permit any of its Authorized Users to: (i) copy, modify, or create derivative works of the Event Platform or any software components thereof, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Event Platform or offer Event Platform access on a service bureau basis; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access (other than that expressly allowed by the user interface) to any software component of the Event Platform in whole or in part; (iv) remove any proprietary notices, warnings, or other notices from the Event Platform or any related materials; (v) use the Event Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) frame or deep link to the Event Platform except with ETS’ express prior written permission, or (vii) attempt to use any portion of the Event Platform not included within the License Parameters for User’s License or attempt to access any portion of ETS’s hosting network or underlying infrastructure.

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2.2. User shall not use the Services in any manner which may harm the Event Platform or its related networks and other equipment or grossly exceed User’s allotted capacity in a harmful manner. User shall not attempt to circumvent any security or other protective measures or in any manner interfere with or disrupt ETS’s operations or the ability of another ETS client to use the Event Platform.

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2.3. User is solely responsible for each individual (employee, contractor, consultant, or otherwise) who User allows to use its account (or any login credentials of Authorized Users) to access the Event Platform (whether Authorized Users or otherwise). Any breach of the terms and conditions of this Agreement by any such person shall be deemed a breach by User, and without limitation to any other remedy available, User hereby indemnifies and holds harmless ETS from and against any Claims or Damages (defined below) arising from such breach. User acknowledges that ETS recommends that User obtain its Authorized Users’ agreement to comply with the terms hereof.

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2.4. User is responsible for all activity and conduct under the login credentials provided by ETS or designated by User (or its Authorized Users) to access the Event Platform. User and its Authorized Users must maintain the confidentiality and security thereof and shall immediately notify ETS of any actual or suspected loss or other leakage of such login credentials.

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2.5. User is responsible for maintaining secure access to the Event Platform and shall use all reasonable efforts (including all reasonable security measures) to ensure that access to the Event Platform is restricted to persons authorized to use it under this Agreement.

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2.6. User acknowledges that the laws and regulations of the United States restrict the export and re-export of certain commodities and technical data of United States origin, which may include components of the Event Platform or other Services or related software, and including that the same may be classified as an “encryption item” subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. User shall not export or re-export (including any “deemed export” thereof) any such regulated item in violation of applicable laws and shall be solely responsible for determining any consent, license, permission, or no-action required for such export and obtaining the same. User shall indemnify, defend, and hold ETS harmless from any liability, penalty, cost, or action, including reasonable attorney’s fees, arising out of User’s export, re-export, or deemed export activities relating to the Services, the Event Platform, or any User Content or other User Data.

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2.7. As the Event Platform provides the ability to send communications, without limitation, by e-mail and SMS/text messages, User shall, and shall cause its users to, use such communications capabilities in compliance with (i) User’s privacy policy; (ii) applicable law and regulations and (iii) applicable trade organization rules and best practices, including without limitation providing all required information regarding privacy practices and other terms of participation in any communications or campaigns, using opt-ins as required, using short and long SMS codes appropriately, compliance with anti-spam laws and practices, and compliance with applicable telemarketing regulations (which may also apply to SMS/text messaging). Without limitation to the foregoing, User may only use the Event Platform’s communications capabilities for administrative and like communications and not for marketing or advertising campaigns except with ETS’s express prior written consent.

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2.8. User acknowledges that any breach of this Section 2 by User (or any other user under User) shall cause ETS irreparable damage for which monetary remedies shall be insufficient, and accordingly User agrees that ETS may (1) terminate User’s License, and (2) obtain equitable, including injunctive, relief to prevent or remedy any such breach, without posting bond or other security, in addition to any other remedies available.

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3. Support.

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ETS’s process for submitting technical support requests, response time targets, and related issues and questions are set forth at https://eventtechstack.com/support-policy/. User acknowledges that response times and other support obligations are on a “reasonable efforts” basis only and that ETS shall have no liability for failures to meet the same except as expressly provided herein or as published by ETS on the Event Platform.

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4. Events and Event Content.

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4.1. Each Event is conducted by User, not by ETS. ETS is a platform Service provider only. Events must comply with all applicable laws. User is solely responsible to obtain or arrange for: (1) consent of the owner or manager, as applicable, of the location, facility or property used for an Event; (2) all required permits and permissions for an Event; and (3) any insurance required for an Event.

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4.2. User shall be solely responsible to obtain each Participant’s waiver or consent for (1) use of a Participant’s name, image, likeness, personality, or voice in the streamed or recorded Event content and (2) the processing of any personal or other regulated data owned by each Participant as necessary to provide the Services. For clarity, “Participant” also includes speakers, performers, moderators, or others who provide any input or other contribution to an Event. Without limitation to the foregoing, Event recording (or the recording of any other communications) may require Participant consent under various laws or regulations, and User is solely responsible for providing required notification and obtaining any required consent for such recording. Without limitation to the foregoing, User shall identify all personal, private, financial, health, or other regulated data and information which may be collected or otherwise involved in conducting an Event or any related activities and shall comply with applicable data privacy and security laws, and the policies of any Participant. User shall not transmit any communication or cause ETS to process any personal data in any manner which violates applicable law or the personability, privacy, or data privacy rights of any person. The Event Platform includes a User’s ability to include User’s own legal or consent terms within the Participant invitation and registration processes, and ETS encourages User to utilize these features to acquire the foregoing consents, and ETS is not responsible for any User failure to use such feature or otherwise acquire the necessary consents and waivers.

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4.3. Notwithstanding any Service level obligations, representations and warranties, or other obligations pertaining to reliability, volume capacity, or uptime of any Services relating to any Events, User acknowledges that, as between User and ETS, User will select the specific configurations of the Event Platform and Services which are component Services for said Events pertaining to redundancy, volume capacity, security, or the like, and accordingly User shall be solely responsible for such selections, and hereby releases ETS and waives any claim against ETS arising out of or relating to the performance of the Event Platform respecting an Event. In addition, streaming User Content, Events or Event content to the Event Platform for redistribution therefrom is not recommended by ETS and shall be at User’s own risk.

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4.4. User shall provide and upload its materials and content for the Event (“User Content”) in a timely manner and in ETS’s specified soft format. Reformatting User Content may be an additional charge. User shall use the Event Platform and the Services solely as for lawful purposes and as consistent with applicable law. Transmission of material (including links thereto) in violation of any federal, state, or local regulation, or in violation of the rights of any third party, are prohibited, including without limitation transmission of copyrighted material owned by any third party (except with appropriate license thereto), material which is fraudulent, deceptive, threatening, profane, or sexually suggestive or explicit

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4.5. Except as the License Parameters may provide otherwise, ETS will store (1) live stream recordings and other media for 30 days from the date of the applicable Event unless otherwise expressly agreed in writing; (2) Participant lists, and other non-media (i.e. textual) data will generally be stored for a year after the applicable User account has become dormant (i.e. the account remains provisioned but there is no active License or other Service subscription). Additional storage may require additional fees, and unless otherwise expressly agreed by ETS, such recordings and data may be deleted by ETS at the expiration of the foregoing respective periods. All media and information may be deleted immediately after termination of any User account.

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4.6. User Content, User Data (defined below) and Event Recordings for 30 days after an event, provided that storage of same for a stated time period may be available from ETS for additional Fees. After such 30-day period (or such other applicable period as per the License Parameters), and in any event upon expiration or termination of a License Term without renewal, ETS may then delete such Event recording and/or User Content and User Data. Except as stated above, ETS shall have no obligation to archive or retain any Event recording, User Content or User Data, or provide a copy of the same to User.

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4.7. The Event Platform may include certain Services involving the use of, or User’s access to, artificial intelligence or similar autonomous computing and content generation capabilities (“AI Services”). ETS has used commercially reasonable efforts to assure that its AI Services are siloed as between users of the Event Platform and that information input by User is used only for the purpose of response to the applicable query or request, and that AI Service responses and content conform to industry standards or better, provided, however, that (1) you acknowledge and agree that the AI Services are provided for your convenience only, that AI Services, like similar artificial intelligence services, may generate errors, untruths, or be otherwise inaccurate or inappropriate, and that ETS shall have no liability or obligation whatsoever arising out of the foregoing; and (2) AI Services have been trained using content and materials from various non-ETS sources which may be biased or similar, and that AI Services should not be used to select Participants, speakers, content providers, employment candidates, or similar, and that all use of the AI Services and the outputs therefrom are at User’s own risk. The User accepts all responsibility for its use of the AI Services.

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4.8. This Agreement primarily addresses the relationship between User and ETS regarding the License to the Event Platform and the provision of Services to User. In addition to the terms set forth herein, Authorized Users and Participants shall be subject to the Terms and Conditions set forth at https://eventtechstack.com/terms-and-conditions/ (the “T&C”) when accessing or using the Event Platform. For clarity, the T&C are not incorporated herein and do not form a part of this Agreement, but must be agreed and followed by User (to the extent User is an individual who accesses the Event Platform), and each Authorized User or Participant in their respective capacity as users or guests on the Event Platform.

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5. Fees and Payment Terms.

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5.1. The User shall pay the fees, charges, and expenses applicable to the License purchased by User (“Fees”), together with any Unit Charges (whether included in the License Parameters or as overage charges). Except as billed in advance, Unit charges will be billed in the next month following usage. Unless otherwise expressly agreed in writing by ETS, all Fees are due and payable immediately upon purchase or invoice (as applicable), and Unit Charges are due and payable immediately when assessed by ETS.

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5.2. To the extent User has provided a payment card or other electronic billing information, User consents to periodic billing and payment card / electronic payment processing by ETS without additional authorization on a payment by payment basis. Upon payment, unless disputed within 5 (five) business days of invoicing, all Services shall be deemed received and any dispute (including any payment card or electronic payment dispute processes) shall be deemed waived by User.

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5.3. All invoiced amounts include applicable taxes unless stated otherwise.

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5.4. Billing disputes must be provided in writing within five business days after the applicable payment due date or shall be deemed waived. Amounts past due beyond 30 days accrue interest at the lower of 18% per annum or the highest rate allowed by law. User is responsible for all costs and expenses of collecting any amounts due, including attorneys’ or collectors’ fees and expenses.

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5.5. User’s access to the Event Platform and the Services may be suspended, including suspension or termination of the Event as determined by ETS in its sole discretion, if payment is past due. Except as otherwise expressly set forth herein, Fees and Unit Charges are non-refundable.

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5.6. ETS may modify Fees and Unit Charges prospectively at any time by posting revised charges on the ETS website.

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6. Term of Agreement and License Term.

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6.1. This Agreement, as amended or otherwise modified by ETS, shall remain in effect with respect to User and all of its Authorized Users for so long as any of User’s Licenses are active. Any term or provision hereof which by its nature should survive termination or expiration of this Agreement, including without limitation all indemnification obligations of User, shall survive such termination or expiration (for clarity, no license rights to the Event Platform or other License rights of User shall survive termination).

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6.2. Unless expressly otherwise provided by ETS at the time User purchases a License, with respect to any subscription for Services for a given period, the License Term shall commence on the date User purchases the same and shall expire at the end of such period (unless earlier terminated as otherwise provided herein).

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6.3. Notwithstanding anything to the contrary, ETS may terminate the License Term upon any violation of law, breach of Agreement, or violation by User or its Authorized Users of any usage rules or restrictions posted on the Event Platform or any associated ETS website or application.

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6.4. Upon termination or expiration of a License, associated rights to use the Event Platform or any Services shall immediately terminate, and except for any features or functions of the ETS website which are available, or which are accessible to account holders (such as administrative account access without the ability to provision Events or to initiate any communications), without charge, User and all Authorized Users will immediately cease to use the Event Platform and all Services.

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6.5. Without limitation, no refund is available if User does not complete all Events by the expiration or termination date of User’s License.

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7. Intellectual Property Rights.

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7.1. ETS or its licensors (including third party software licensors) shall own all right, title, and interest in and to the Event Platform, and all other software, technology, or other materials used to provide the Services, and all Intellectual Property Rights (defined below) therein, provided that User shall retain its rights to any User Data. Except for the license to use the Event Platform expressly granted to User in this Agreement, no right, title, or interest is granted, transferred, or assigned by ETS to User in or to the Event Platform or Intellectual Property Rights therein.

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7.2. In connection with User’s use of the Event Platform, User may input, store, and otherwise process User Content and/or other materials, information, or data provided, owned or licensed by User (collectively, “User Data”). User or its licensors shall own all right, title, and interest in and to the User Data, and all Intellectual Property Rights therein. Except as expressly provided in this Agreement, no right, title, or interest is assigned by User to ETS in or to the User Data, or Intellectual Property Rights therein. User hereby grants ETS a non-exclusive license and right to use, copy, modify, display, and make derivative works of the User Data (i) as necessary for ETS to provide the Services and the Event Platform and to operate the Event Platform for User; and (ii) with respect to User data that constitutes usage patterns, analytics, demographics, performance or benchmarking data, or similar, to create a data set of derived data or aggregated and/or anonymized data (“Anonymized Data”). ETS shall own all right, title, and interest in and to the Anonymized Data, and all Intellectual Property Rights therein.

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7.3. User hereby grants to ETS a non-exclusive right and license to User’s Trademarks (defined below) as necessary to provide the Services and host the Event on the Event Platform.

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7.4. As between User and ETS, User shall own all Intellectual Property Rights in any recording of an Event (other than any templates or other reusable materials provided by ETS). To the extent the Services include any replay or other distribution of an Event recording or any portion thereof, User hereby grants to ETS a non-exclusive license and right to use, copy, modify, display, and make derivative works of the Event recording as necessary or useful for ETS to provide such Services.

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7.5. “Intellectual Property Rights” means (A) copyrights, trademarks, trade names, goodwill associated with trademarks and trade names, domain names, designs, patents, and data or database rights; (B) rights relating to innovations, know-how, trade secrets, and confidential, technical, and non-technical information; (C) moral rights, author’s rights, and rights of publicity; and (D) any other proprietary or intellectual property rights recognized by the laws of any jurisdiction or country; and any derivative work, improvement, or modification of the foregoing; all license rights and rights to royalties with respect to the foregoing; whenever created or existing, and whether or not registered or perfected with any authorities.

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7.6. If ETS determines that any portion of the Event Platform or other technology used to provide the Services is or may be likely to be the subject of any Intellectual Property Rights infringement claim or similar, User agrees that ETS, at ETS’s sole discretion, may: (1) procure the right to continue using the affected component; (2) replace the affected component with a non-infringing substantial equivalent; (3) modify the affected component to make it non-infringing; or (d) direct the cessation of use of the affected component and, if the same materially affects User’s use of the Event Platform during an active License Term, refund to User a prorated portion of the prepaid Fees therefore, less a reasonable prorated amount for User’s use to the time of cessation. User shall cooperate in any such remedy. Notwithstanding the foregoing, ETS shall have no liability with respect to any claim or possibility of infringement which is related to (1) any User Data or other content, data, or other materials provided by or on behalf of User or used by User in conjunction with Event Platform; (2) User’s misuse or modification of the Event Platform; (3) User’s use of the Event Platform in combination with any product or materials not provided by ETS; (4) information, directions, or specifications provided by User or any third party; or (5) any other circumstance outside of ETS’s fault. THIS SECTION 7.6 SETS FORTH USER’S SOLE REMEDIES AND EVENT TECH STACK’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS OF INFRINGEMENT, MISAPPROPRIATION, OR ANY OTHER VIOLATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7.7. If User identifies the Event Platform in any promotional or advertising materials for an Event, User shall acknowledge that the Event Platform is owned by ETS by displaying the ETS “event tech stack” logo along with the phrase “Powered by Event Tech Stack.” Other than the foregoing, User shall have no rights to use, and shall not use, any ETS Trademarks.

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8. Warranties.

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8.1. ETS hereby warrants to User:

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1. The Services will be provided in a workmanlike, event management platform industry standard or better, manner.
2. ETS uses commercially reasonable and diligent efforts to maintain the Event Platform free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs.
3. If, during an active License Term, User notifies ETS of any material defect, error, or bug in the Event Platform, ETS will, subject to ordinary business prudence and resource allocation, use commercially reasonable efforts to rectify the same within a reasonable period of time.
4. ETS will take commercially reasonable steps to keep the User Data private and confidential from access by unauthorized third parties (provided that, as otherwise stated herein, ETS shall have no liability for the commercial or other business value of any lost, destroyed, or breached User Data).
5. User acknowledges that the Event Platform is partially composed of third-party services and/or technology and relies upon Internet and other communications services over which ETS has limited or no control, and that under no circumstances shall ETS be liable for the performance, or lack thereof, or any other conduct of any third party, their technology or services.

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8.2. User hereby represents, warrants, and covenants to ETS:

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1. User has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
2. User owns all right, title and interest in, or has valid rights to authorize ETS to use, copy, modify, display, and make derivative works of, all User Content, all data (including User Data), and other materials that User provides to ETS or inputs or uploads using the Event Platform, including without limitation all (i) text, images, video, audio, likenesses, or other content, and (ii) trade dress, trademarks, trade names, and service marks (collectively, “Trademarks”), included in the User Content. User hereby indemnifies and holds harmless ETS from and against any all claims, causes, of action, controversies, or investigations (“Claims”), and from and against any expenses, damages, debts, settlements, or other amounts incurred in connection with any such Claims, including attorneys’ fees and expenses (“Damages”), brought or asserted by any third party in connection with or arising out of (i) any breach of the foregoing representation and warranty, or (ii) any User Content, User Data, or other data or information input or uploaded into or via the Event Platform or any ETS network or systems by or on behalf of User or any Participant.

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9. Limitations of Liability; Warranty Disclaimers.

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9.1. IN NO EVENT SHALL ETS BE LIABLE TO USER FOR ANY CLAIM UNDER THIS AGREEMENT OR WITH RESPECT TO THE SERVICES OR THE EVENT PLATFORM FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, SAVINGS OR DATA, OR LOSS OF OR INTERRUPTION OF BUSINESS), HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT OR TORT (INCLUDING NEGLIGENCE OR PROFESSIONAL ERRORS AND OMISSIONS), EVEN IF ETS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

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9.2. ETS’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID TO ETS BY USER PURSUANT TO THIS AGREEMENT FOR THE EVENT WITH RESPECT TO WHICH THE APPLICABLE USER CLAIM AROSE, BUT IN NO EVENT SHALL SUCH LIABILITY EXCEED US$1000.

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9.3. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (I) ETS DISCLAIMS ALL WARRANTIES, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (II) THE EVENT PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS; AND (III) ETS DOES NOT GUARANTEE ANY SPECIFIC RESULTS, UPTIME, PERFORMANCE, OR ERROR-FREE OPERATION. THE SERVICES ARE NOT INTENDED FOR “MISSION CRITICAL” OR PUBLIC SAFETY USE. ETS IS NOT RESPONSIBLE FOR THE VALUE OF ANY DATA OR MATERIALS (A) PROVIDED, UPLOADED, OR OTHERWISE INPUT INTO THE EVENT PLATFORM BY OR ON BEHALF OF USER OR (B) OTHERWISE RECORDED OR STORED WITHIN THE EVENT PLATFORM, OR ANY CORRUPTION THEREOF.

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9.4. ETS IS NOT LIABLE FOR ACTS OR OMISSIONS OF THE USER, ANY AUTHORISED USERS OR PARTICIPANTS, OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF EVENT COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE, OR RECONFIGURATION BY CLIENT OR THIRD PARTIES, OR CAUSES BEYOND ETS‘S REASONABLE CONTROL. ETS IS NOT LIABLE FOR DAMAGES OF ANY SORT (INCLUDING DIRECT DAMAGES), UNDER ANY LEGAL THEORY, FOR ANY HACKING, MALICIOUS, ILLEGAL OR FRAUDULENT ACTS OF THIRD PARTIES.

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9.5. User acknowledges that (1) the Event Platform allows User to stream live or recorded Events to Participants and to interact with Participants (and for Participants to interact with each other), and ETS does not warrant the genuineness and/or accuracy and/or veracity of any information provided by Participants or other users or which is otherwise acquired by or through the Event Platform or any other ETS technology; (2) except as otherwise expressly agreed by ETS in a Professional Services Agreement, ETS is in no way responsible for providing any Event content or conducting any Event; (3) complex software is never wholly free from defects, errors and bugs and also that excess or unanticipated high volume usage of the Event Platform may bottleneck usage or affect its performance; and subject to the other provisions of this Agreement, ETS gives no warranty or representation that the Event Platform will be wholly free from defects, errors and bugs, or operate without resource restrictions; (4) complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, ETS gives no warranty or representation that the Event Platform will be entirely secure; and (e) the Event Platform requires User and each Participant to have uninterrupted Internet access of reasonable bandwidth, depending upon the User Data and other content involved in a User Event.

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9.6. EXCEPT FOR CLAIMS FOR UNPAID FEES AND UNIT CHARGES BY ETS AND USER’S INDEMNITY OBLIGATIONS, CLAIMS FOR MONETARY DAMAGES MUST BE MADE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED.

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9.7. ETS PRICING REFLECTS THE ALLOCATION OF RISK AND LIMITATIONS OF LIABILITY SPECIFIED HEREIN.

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10. Force Majeure.

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The obligations of ETS under this Agreement shall be suspended during the period and to the extent that it is prevented or hindered from complying with such obligations by any cause beyond its reasonable control including strikes, lock-outs, labor disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment or machinery, fire, flood, or storm.

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11. Miscellaneous.

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11.1. This Agreement contains the entire agreement between the parties, and supersedes all express or implied prior written or oral agreements or understandings between the parties concerning the same subject matter hereof. Any provision of this Agreement which by its nature would be intended to be applicable following termination hereof shall survive any such termination. This Agreement cannot be amended or modified except in a written document signed by a duly authorized representative of ETS, and any such amendment shall only relate to the User and the License referenced in such amendment.

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11.2. This Agreement, and any duties, obligations, or rights hereunder, may not be assigned or delegated by User. Subject to the foregoing, this Agreement shall run to and inure to the benefit of the parties and their respective successors and permitted assigns. ETS may in its discretion use third parties to provide services in connection with the Services, and except as otherwise set forth herein, ETS shall remain responsible for the performance of such Services. The Agreement is for the sole benefit of the parties, and does not provide any third party the right to enforce or bring an action for any remedy, claim, cause of action, or other right or privilege, except as expressly so stated in the Agreement.

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11.3. No term or provision of the Agreement will be waived, and no breach excused, unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. No waiver of any default hereunder will be deemed to be a waiver of a different or subsequent default with respect to the same or any other provision hereof. The rights and remedies of the parties hereunder shall be cumulative and not alternative. The holding of any provision of the Agreement to be illegal, invalid, or unenforceable by a court of competent jurisdiction shall not affect any other provision of the Agreement, which shall remain in full force and effect, and any such invalid provisions shall be deemed and construed to be reduced to the maximum duration, scope, or subject matter allowable by law. No course of dealing or other activity on the part of ETS nor any act of reliance on User’s part, shall be deemed to bind ETS.

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11.4. The headings in this Agreement are intended to be for convenience and reference only and shall not affect the meaning or interpretation of this Agreement.

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11.5. ETS may reasonably use User’s name and/or logo on its marketing website or other marketing collateral where ETS lists its customers, provided that ETS will adhere to any reasonable trademark usage guidelines provided in writing by User. ETS may not disclose any confidential information of User in such usage.

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11.6. Governing Law; Arbitration.

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1. This Agreement and any disputes which may arise under, out of, or in connection with this Agreement, and the interpretation and performance of this Agreement, shall be governed by and construed according to the laws of the State of Illinois without regard to its principles of conflict of laws.
2. The parties will attempt to resolve any dispute through good faith negotiations for 30 days.
3. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the existence, breach, termination, enforcement, interpretation, or validity thereof, shall be determined by arbitration, administered by the American Arbitration Association under its Commercial Arbitration Rules; provided, however, ETS may submit claims for injunctions and other equitable relief, including any action for equitable relief to address infringement (“Excluded Claims”), to a court of competent jurisdiction as provided in Section 11.6(d). The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. All disputes shall be heard by a single arbitrator. The place of arbitration shall be Chicago, Illinois. The language of the arbitration shall be English. The parties acknowledge that by agreeing to arbitration each is waiving a right to a trial by jury.
4. Notwithstanding anything to the contrary, ETS may submit any legal suit, action or proceeding related to an Excluded Claim to any court of competent jurisdiction, and each party irrevocably submits to and consent to the non-exclusive jurisdiction of the federal courts of the United States or the state courts of located in or having jurisdiction over Chicago, Illinois, and agrees to accept service of process by mail, and waives any jurisdictional or venue defenses otherwise available; provided that actions for equitable relief, specific performance, or the like may be brought where necessary for enforcement.
5. USER HEREBY WAIVES, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. The foregoing waiver is referred to herein as the “class action waiver.” No arbitrator shall have authority to conduct any arbitration in violation of the class action waiver or to issue any relief that applies to any person or entity other than User individually. The parties acknowledge that this class action waiver is material and essential to the arbitration of any claims and is non-severable. If the class action waiver is voided, found unenforceable, or limited with respect to any claim for which User seeks class-wide relief, then this Section 11.6 (except for this clause (e)) shall be null and void with respect to such claim, subject to the right to appeal the limitation or invalidation of the class action waiver. However, this Section 11.6 shall remain valid with respect to all other claims and disputes. The parties acknowledge and agree that under no circumstances will a class action be arbitrated.
6. In the event that any legal or equitable action, proceeding, or arbitration arises out of or concerns this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees from the non-prevailing party.

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11.7. Any notice, request, demand or other communication required or permitted to be given hereunder shall be in writing, and personally delivered or sent by prepaid overnight courier or registered or certified mail with return receipt requested. Notices shall be addressed to a party at the address set forth below its signature hereto, or at such other address as may be designated pursuant to the foregoing. Notices shall be deemed received one business day after dispatch by courier, or on the fourth business day after mailing.

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11.8. As used herein (i) the singular includes the plural and vice versa; (ii) the masculine gender includes the feminine gender and vice versa; (iii) the neuter gender includes male and female, a corporation or other entity, or a trust, all as the context may require; (iv) “includes” means “includes without limitation”; (v) “or” shall not be interpreted as exclusive, it shall be interpreted as meaning “and/or”, not “either… or”; and (vi) “days” means “calendar days” unless the context indicates otherwise. This Agreement shall not be construed against any party as the principal draftsperson hereof.