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Eventing - Terms of Use

Effective Date: May 14, 2025

Last Updated: May 14, 2025

Welcome to Eventing ("Eventing," "we," "us," or "our"). These Terms of Use ("Terms") govern your access to and use of our Applicant Tracking System (ATS) Software as a Service (SaaS) platform, website (eventing.app), and any related services (collectively, the "Service").

By clicking "I Agree," creating an account, accessing, or using the Service, you, on behalf of yourself or the entity you represent ("Customer" or "You"), agree to be bound by these Terms and our Privacy Policy (available at eventing.app/privacy-policy), which is incorporated herein by reference. If You do not agree to these Terms, You must not access or use the Service.

If You are entering into these Terms on behalf of a company, organization, or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms. In such a case, "Customer," "You," and "Your" will refer to that entity. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.

1. Definitions

  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  • "Authorized User" means an individual (e.g., Your employee, contractor, agent) whom You authorize to use the Service on Your behalf and for whom You have purchased a subscription (or been granted access).
  • "Candidate" means an individual who applies for a job or whose information is submitted to or managed by a Customer through the Eventing platform in connection with a recruitment process.
  • "Candidate Data" means all Personal Data and other information relating to Candidates that is submitted to, stored on, or processed through the Service by or on behalf of a Customer or its Authorized Users. Candidate Data is a subset of Customer Data.
  • "Customer Data" means all electronic data, text, messages, communications, or other materials submitted to and stored within the Service by Customer and its Authorized Users in connection with Customer's use of the Service. This includes Candidate Data.
  • "Documentation" means any written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Service provided or made available by Eventing to You.
  • "Order Form" means an ordering document or online order specifying the Service to be provided hereunder that is entered into between You and Eventing or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
  • "Personal Data" means any information relating to an identified or identifiable natural person, as more broadly defined in our Privacy Policy and applicable data protection laws.
  • "Privacy Policy" means Eventing's Privacy Policy, available at eventing.app/privacy-policy, as updated from time to time.
  • "Service" means the Eventing Applicant Tracking System (ATS) Software as a Service (SaaS) platform, accessible via eventing.app, including all related software, applications, features, functionalities, and Documentation.
  • "Subscription Term" means the period during which You have agreed to subscribe to the Service, as specified in an Order Form.
  • "Eventing IP" means the Service, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing, including but not limited to software, algorithms, know-how, trade secrets, techniques, designs, Marks, and other tangible or intangible technical material or information.

2. Eligibility and Account Registration

  • 2.1. Eligibility: To use the Service, You must be at least 18 years old and capable of forming a binding contract with Eventing. If You are an Authorized User, You must be authorized by a Customer to use the Service.
  • 2.2. Account Registration: To access most features of the Service, Customer must register for an account. When You register, You agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of Your account credentials (username and password) and for all activities that occur under Your account.
  • 2.3. Customer Responsibility for Authorized Users: Customer is responsible for all actions and omissions of its Authorized Users and for ensuring their compliance with these Terms. Customer will ensure that each Authorized User is bound by terms no less protective of Eventing than these Terms.
  • 2.4. Account Security: You agree to notify Eventing immediately of any unauthorized use of Your account or any other breach of security. Eventing will not be liable for any loss or damage arising from Your failure to comply with these security obligations.

3. The Service

  • 3.1. License Grant: Subject to Your compliance with these Terms and payment of applicable fees, Eventing grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term, solely for Your internal business purposes of managing Your recruitment and hiring processes, as contemplated by the Documentation.
  • 3.2. Service Availability: We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give advance electronic notice), and (b) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Eventing Application, or denial of service attack.
  • 3.3. Service Level Agreement (SLA): Any specific commitments regarding service uptime or performance levels may be set forth in a separate Service Level Agreement, if provided by Eventing. In the absence of a separate SLA, Eventing does not guarantee any specific uptime.
  • 3.4. Modifications to the Service: Eventing reserves the right to modify, enhance, suspend, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Eventing will not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service. We will endeavor to provide You with reasonable notice of any material deprecation of features.
  • 3.5. Beta Services: From time to time, Eventing may invite You to try Beta Services at no charge. "Beta Services" means services or features that are not generally available to customers. Beta Services are provided for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are provided "AS-IS" without warranty of any kind and Eventing shall have no liability for Your use of Beta Services. Eventing may discontinue Beta Services at any time in its sole discretion and may never make them generally available.

4. Customer and Authorized User Obligations

  • 4.1. Compliance with Laws: You shall use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to those related to data privacy, international communications, employment, and the transmission of technical or personal data.
  • 4.2. Customer Data Responsibility: You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, including obtaining all necessary rights, licenses, and consents (particularly from Candidates) for the collection, use, and processing of Customer Data through the Service. You represent and warrant that You have obtained all necessary consents from Candidates for their data to be processed by Eventing as a Data Processor on Your behalf.
  • 4.3. Prohibited Uses: You and Your Authorized Users shall not:
    • (a) use the Service for any illegal, fraudulent, or unauthorized purpose;
    • (b) impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
    • (c) interfere with or disrupt the integrity or performance of the Service or the data contained therein;
    • (d) attempt to gain unauthorized access to the Service or its related systems or networks;
    • (e) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit;
    • (f) copy a Service or any part, feature, function or user interface thereof;
    • (g) frame or mirror any part of any Service, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation;
    • (h) access any Service in order to build a competitive product or service or to benchmark with a Non-Eventing Application;
    • (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service or any software, documentation, or data related to the Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law);
    • (j) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
    • (k) use the Service to send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
    • (l) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights;
    • (m) use any automated system, including without limitation "robots," "spiders," or "offline readers," to access the Service in a manner that sends more request messages to the Eventing servers than a human can reasonably produce in the same period by using a conventional on-line web browser.
  • 4.4. Acceptable Use: You agree to comply with any acceptable use policy that Eventing may publish and make available to You from time to time.

5. Candidate Data and Data Processing

  • 5.1. Roles of the Parties: With respect to Candidate Data, Customer is the Data Controller (or equivalent term under applicable data protection laws), and Eventing is the Data Processor (or equivalent term). Eventing will process Candidate Data only in accordance with Customer's lawful instructions, these Terms, the Privacy Policy, and any applicable Data Processing Addendum (DPA).
  • 5.2. Data Processing Addendum (DPA): If You are subject to the General Data Protection Regulation (GDPR) or other similar data protection laws that require a DPA, You may need to enter into a DPA with Eventing. Please contact us at [Insert DPA Request Email, e.g., dpa@eventing.app] to request our standard DPA. The DPA, if applicable, will be incorporated by reference into these Terms.
  • 5.3. Customer Instructions: Customer instructs Eventing to process Customer Data, including Candidate Data, as reasonably necessary to provide the Service and as otherwise agreed by the parties or as required by applicable law.
  • 5.4. Security Measures: Eventing will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, as described in our Privacy Policy and any applicable DPA.
  • 5.5. Candidate Consents: Customer is solely responsible for obtaining and maintaining all necessary consents, permissions, and authorizations from Candidates for the collection, processing, and storage of their Personal Data within the Service in compliance with all applicable data protection and privacy laws.

6. Fees and Payment

  • 6.1. Subscription Fees: Customer will pay all fees specified in Order Forms ("Fees"). Except as otherwise specified herein or in an Order Form, (i) Fees are based on Service subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.
  • 6.2. Billing and Payment: Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Eventing and notifying Eventing of any changes to such information.
  • 6.3. Payment Method: Customer will provide Eventing with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Eventing. If Customer provides credit card information to Eventing, Customer authorizes Eventing to charge such credit card for all Services listed in the Order Form for the initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 11.1 (Term of Purchased Subscriptions).
  • 6.4. Late Payments: If any invoiced amount is not received by Eventing by the due date, then without limiting Eventing's rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Eventing may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2.
  • 6.5. Suspension of Service and Acceleration: If any amount owing by Customer under this or any other agreement for Eventing services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer has authorized Eventing to charge to its credit card), Eventing may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Eventing's services to Customer until such amounts are paid in full. Eventing will give Customer at least 10 days' prior notice that its account is overdue before suspending services.
  • 6.6. Taxes: Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Eventing has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Eventing will invoice Customer and Customer will pay that amount unless Customer provides Eventing with a valid tax exemption certificate authorized by the appropriate taxing authority.
  • 6.7. Fee Changes: Eventing reserves the right to change the Fees or applicable charges and to institute new charges at the end of the initial Subscription Term or then-current renewal term, upon 30 days prior notice to Customer (which may be sent by email).

7. Intellectual Property Rights

  • 7.1. Eventing IP: Eventing and its licensors own all right, title, and interest in and to the Eventing IP. Except for the limited rights expressly granted to You under these Terms, Eventing reserves all rights, title, and interest in and to the Eventing IP. No rights are granted to You hereunder other than as expressly set forth herein.
  • 7.2. Customer Data: As between Eventing and Customer, Customer owns all right, title, and interest in and to all Customer Data. Customer grants Eventing and its Affiliates a worldwide, limited-term license to host, copy, transmit, and display Customer Data, as reasonably necessary for Eventing to provide the Service in accordance with these Terms.
  • 7.3. Feedback: If You or any of Your Authorized Users provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Service ("Feedback"), You grant Eventing and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, make, have made, import, export, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any and all such Feedback for any purpose without any obligation or compensation to You.
  • 7.4. Marks: "Eventing," the Eventing logos, and any other Eventing product or service names, logos, or slogans are trademarks or service marks of Eventing (collectively, the "Eventing Marks"). You may not use the Eventing Marks without Eventing's prior written permission.

8. Confidentiality

  • 8.1. Definition of Confidential Information: "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Customer Data; Eventing's Confidential Information includes the Eventing IP and the terms and conditions of these Terms and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
  • 8.2. Protection of Confidential Information: The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
  • 8.3. Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

9. Privacy and Data Protection

  • 9.1. Privacy Policy: Eventing's collection, use, disclosure, and other processing of Personal Data are governed by our Privacy Policy, available at eventing.app/privacy-policy. By using the Service, You consent to such processing and agree to the terms of the Privacy Policy.
  • 9.2. Data Security: Eventing will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, use, modification, or disclosure.
  • 9.3. Data Processing: For the purposes of applicable data protection laws (e.g., GDPR), Customer is the data controller and Eventing is the data processor with respect to Personal Data contained in Customer Data (particularly Candidate Data). Eventing will process such Personal Data in accordance with Customer's instructions, these Terms, the Privacy Policy, and any applicable DPA.

10. Term and Termination

  • 10.1. Term of Agreement: These Terms commence on the date You first accept them and continue until all Subscription Terms hereunder have expired or have been terminated.
  • 10.2. Term of Purchased Subscriptions: The term of each subscription shall be as specified in the applicable Order Form ("Subscription Term"). Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) of non-renewal at least 30 days before the end of the relevant Subscription Term.
  • 10.3. Termination for Cause: A party may terminate these Terms for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
  • 10.4. Termination by Eventing: Eventing may also terminate these Terms or suspend Your access to the Service immediately, without prior notice or liability, if You breach any of the terms or conditions of these Terms, particularly sections related to Prohibited Uses or payment obligations.
  • 10.5. Effect of Termination: Upon any termination or expiration of these Terms:
    • (a) All rights granted to You under these Terms will immediately cease;
    • (b) You must immediately cease all use of the Service and destroy or return (at Eventing's option) all copies of any Eventing IP in Your possession;
    • (c) You will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law;
    • (d) Upon request by You made within 30 days after the effective date of termination or expiration of a Service subscription, Eventing will make Customer Data available to You for export or download as provided in the Documentation. After such 30-day period, Eventing will have no obligation to maintain or provide any Customer Data and will thereafter delete or anonymize Customer Data in its systems or otherwise in its possession or under its control in accordance with Eventing's data retention policies, unless legally prohibited.
  • 10.6. Survival: The following sections will survive any termination or expiration of these Terms: Section 1 (Definitions), Section 6 (Fees and Payment, for amounts due), Section 7 (Intellectual Property Rights), Section 8 (Confidentiality), Section 9 (Privacy and Data Protection, for ongoing obligations), Section 10.5 (Effect of Termination), Section 10.6 (Survival), Section 11 (Warranties and Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Governing Law and Dispute Resolution), and Section 15 (General Provisions).

11. Warranties and Disclaimers

  • 11.1. Eventing Warranties: Eventing warrants that (a) the Service will perform materially in accordance with the applicable Documentation, and (b) Eventing will not knowingly introduce malicious code into the Service. For any breach of a warranty above, Customer's exclusive remedies are those described in Section 10.3 (Termination for Cause) and Section 10.5 (Effect of Termination).
  • 11.2. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TEAMER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT TEAMER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. TEAMER DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. TEAMER IS NOT RESPONSIBLE FOR ANY DECISIONS MADE BY CUSTOMER BASED ON INFORMATION OR DATA PROVIDED THROUGH THE SERVICE, INCLUDING ANY HIRING DECISIONS.
  • 11.3. NO GUARANTEE OF HIRING SUCCESS: TEAMER MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICE IN FINDING OR PLACING CANDIDATES OR ACHIEVING ANY PARTICULAR HIRING OUTCOMES.

12. Limitation of Liability

  • 12.1. EXCLUSION OF INDIRECT DAMAGES: IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
  • 12.2. CAP ON LIABILITY: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TEAMER AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6.
  • 12.3. Exceptions to Limitations: The limitations under this Section 12 shall not apply to (a) a party's indemnification obligations under Section 13 (Indemnification), (b) a party's breach of its confidentiality obligations under Section 8 (Confidentiality) (excluding breaches related to Customer Data, which are subject to the overall cap), (c) liability arising from a party's gross negligence or willful misconduct, or (d) Customer's payment obligations under Section 6.

13. Indemnification

  • 13.1. Indemnification by Eventing: Eventing will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates such third party's intellectual property rights (an "IP Claim"), and will indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, an IP Claim; provided that Customer (a) promptly gives Eventing written notice of the IP Claim, (b) gives Eventing sole control of the defense and settlement of the IP Claim (except that Eventing may not settle any IP Claim unless it unconditionally releases Customer of all liability), and (c) gives Eventing all reasonable assistance, at Eventing's expense. If Eventing receives information about an infringement or misappropriation claim related to a Service, Eventing may in its discretion and at no cost to Customer (i) modify the Service so that it is no longer infringing or misappropriating, without breaching Eventing's warranties under Section 11.1, (ii) obtain a license for Customer's continued use of that Service in accordance with these Terms, or (iii) terminate Customer's subscriptions for that Service upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent an IP Claim arises from Customer Data, Non-Eventing Applications, or Customer's breach of these Terms.
  • 13.2. Indemnification by Customer: Customer will defend Eventing and its Affiliates against any claim, demand, suit or proceeding made or brought against Eventing by a third party (a) alleging that any Customer Data or Customer's use of Customer Data with the Services infringes or misappropriates such third party's intellectual property rights or violates applicable law (including privacy laws), or (b) arising from Customer's use of the Services in breach of these Terms, the Documentation, or applicable law (each a "Customer Claim"); and will indemnify Eventing for any damages, attorney fees and costs finally awarded against Eventing as a result of, or for any amounts paid by Eventing under a court-approved settlement of, a Customer Claim; provided that Eventing (i) promptly gives Customer written notice of the Customer Claim, (ii) gives Customer sole control of the defense and settlement of the Customer Claim (except that Customer may not settle any Customer Claim unless it unconditionally releases Eventing of all liability), and (iii) gives Customer all reasonable assistance, at Customer's expense.
  • 13.3. Exclusive Remedy: This Section 13 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 13.

14. Governing Law and Dispute Resolution

  • 14.1. Governing Law: These Terms and any disputes arising out of or related hereto will be governed by and construed in accordance with the laws of [Insert Jurisdiction - e.g., the State of Delaware, USA / England and Wales], without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
  • 14.2. Dispute Resolution:
    • (a) Informal Negotiation: The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms by informal negotiation first. Such informal negotiations will commence upon written notice from one party to the other.
    • (b) Binding Arbitration: If the dispute is not resolved through informal negotiation within thirty (30) days, then the dispute (excluding claims for injunctive or other equitable relief or claims regarding intellectual property rights) shall be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the rules of [Insert Arbitration Association - e.g., the American Arbitration Association ("AAA") / London Court of International Arbitration ("LCIA")] then in effect. The arbitration shall be conducted in [Insert City, Country for Arbitration - e.g., Wilmington, Delaware, USA / London, UK], and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The prevailing party in any action or proceeding to enforce these Terms shall be entitled to costs and attorneys' fees.
    • (c) Jurisdiction for Litigation: Except as provided in Section 14.2(b), any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal or state courts located in [Insert City, State/Country for Court Jurisdiction - e.g., Wilmington, Delaware, USA / London, UK], and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  • 14.3. Waiver of Jury Trial: EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, OR THE SUBJECT MATTER OF THESE TERMS.
  • 14.4. Waiver of Class Actions: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.

15. General Provisions

  • 15.1. Entire Agreement: These Terms, including all exhibits and addenda hereto and all Order Forms, together with the Privacy Policy and any applicable DPA, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) any exhibit, schedule or addendum to these Terms (including a DPA), (3) the body of these Terms, and (4) the Documentation.
  • 15.2. Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms in its entirety (including all Order Forms), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate these Terms upon written notice. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
  • 15.3. Relationship of the Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
  • 15.4. Third-Party Beneficiaries: There are no third-party beneficiaries under these Terms except as expressly stated herein.
  • 15.5. Notices: All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Eventing should be sent to:Eventing Legal Department[Insert Eventing's Full Legal Address]Email: [Insert Legal Contact Email, e.g., legal@eventing.app]With a copy to Your account manager, if applicable.Notices to Customer will be sent to the address or email address provided by Customer during account registration or as updated by Customer.
  • 15.6. Waiver: No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
  • 15.7. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.
  • 15.8. Force Majeure: Neither party will be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and not caused by that party's fault, or negligence, including, but not limited to, "acts of God," acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Eventing employees), computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.
  • 15.9. Export Compliance: The Service and other technology Eventing makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use any Service or Content in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
  • 15.10. Headings: Section headings are for convenience only and will not be used to interpret any provision of these Terms.
  • 15.11. Language: These Terms are written in English. If these Terms are translated into any other language, the English version shall prevail in the event of any inconsistencies.

16. Contact Information

If You have any questions about these Terms of Use, please contact Eventing at:

Eventing Legal Department

Email: [support@eventing.app]

Website: eventing.app/contact

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