Everything You Need to Know about Running a Virtual Conference.

Iron Horse Ventures LLC, a California limited liability company doing business as atEvent (“atEvent”), has developed a software platform and certain mobile applications which it provides to users who have subscribed to a hosted service for such mobile application(s). Each mobile application and associated services is referred to herein as an “atEvent Service” and each subscription to an atEvent Service is referred to herein as an “atEvent Service Subscription” to empower corporate event marketers to optimize event lead management with real-time information, connections to enterprise systems and prospect intelligence. This cover page and the attached Subscription Terms and Conditions (“Terms and Conditions”), and any Order Forms signed by both Parties referencing this Agreement (collectively, the “Agreement”) describe the relationship between atEvent and the company named below (“Customer”) (each of atEvent and Customer, a “Party”), regarding Customer’s use of the atEvent Services. atEvent Services include activities that are required, usual, appropriate or acceptable in performing the Services, including to (a) carry out the Services or the business of which the Services are a part, (b) carry out the benefits, rights and obligations relating to the Services, (c) maintain records relating to the Services, or (d) comply with any legal or self-regulatory obligations relating to the Services.

atEvent Subscription Terms and Conditions

  1. DEFINITIONS
    1. “Authorized User” means an employee of the Customer who is authorized by the Customer to use one or more of the atEvent Services and who has been supplied a user identification and password by Customer (or by atEvent at Customer’s request).
    2. “Event” means an industry conference, trade show, trade fair, exposition, or corporate seminar, roadshow or similar event.
    3. “Integration Services” means the services provided by atEvent to map the fields within a Licensed Application to the fields within Customer’s marketing automation system or CRM system (the “Customer Systems”).
    4. “Licensed Application” shall mean any atEvent application which is included in an atEvent Service for which Customer has purchased an atEvent Service Subscription.
    5. “Order Form” means any ordering documents for one or more atEvent Service Subscriptions, including Order Form Supplements thereto, that are entered into between Customer and atEvent.
    6. “Order Form Supplement” means a description of the atEvent Service(s) for which Customer wishes to purchase an atEvent Service Subscription(s) pursuant to an Order Form and setting forth atEvent’s then current pricing for such subscription(s) and any required Integration Services.
    7. “Seat” means a single computing device.
    8. “Subscription Term” means the term for which Customer has subscribed to an atEvent Service, as set forth in the applicable Order Form.
  2. PROVISION OF SERVICES
    1. Subscriptions. Unless otherwise provided in the applicable Order Form, atEvent Services are purchased as subscriptions.
    2. Integration Services. On or as soon as reasonably practicable after the Effective Date, Customer may provide atEvent with mapping of fields within the Licensed Applications to fields within the Customer Systems and supply atEvent with the necessary credentials to the Customer Systems. Upon receipt of such mapping information, atEvent will provide the Integration Services.
    3. Access. Subject to Customer’s payment of the applicable fees, and completion of any Integration Services (the “Access Date”), atEvent will provide the atEvent Services via the online user interface described in the applicable Order Form. On or as soon as reasonably practicable after the Access Date, atEvent shall provide to Customer the necessary passwords, security protocols and policies and network links or connections and access protocols (the “Access Protocols”) to allow Customer and its Authorized Users to access the atEvent Services, including the Licensed Applications, in accordance with the Access Protocols.
    4. Responsibility for Applications and Content Hosting. atEvent shall, at its own expense, provide for the hosting of the Licensed Application(s) which are accessible as part of the atEvent Service(s) for which Customer has purchased a subscription, provided that nothing herein shall be construed to require atEvent to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by Customer or any Authorized User to provide access from the Internet to the atEvent Services.
    5. Subscription Term. Each atEvent Service may be used by the Customer only during the Subscription Term for such atEvent Service. The Subscription Term for an atEvent Service for which Customer has purchased a time- based subscription will be set forth in the applicable Order Form. In cases where Customer has purchased a subscription based on the number of Events for which the atEvent Service may be used, Customer represents that the subscription represents Customer’s best estimate of the number of Events for which Customer will use such atEvent Service in the twelve (12) month period commencing on the Access Date purchase, and acknowledges and agrees that the Subscription Term for such atEvent Service shall expire twelve (12) months after the Access Date. atEvent reserves the right to charge customers for any use of the Licensed Application(s) that exceed Customer’s best estimate of number of events during the Subscription Term.
    6. Future Functionality. Customer agrees that Customer’s purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by atEvent regarding future functionality or features.
  3. LICENSE GRANT AND OWNERSHIP
    1. License. Subject to the terms of this Agreement and Limitations in Section 3.2, atEvent grants to Customer a non-exclusive, non-transferable (except as permitted herein), non-sub licensable, revocable, worldwide license, solely for Customer’s internal business purposes, (a) to access, use, perform, and digitally display the atEvent platform (“atEvent Platform”) and Licensed Application(s) as required for use of the atEvent Service(s) for which Customer has purchased a subscription and in accordance with atEvent’s implementation guide and any other technical materials provided by atEvent to Customer in hard copy or electronic form (“Documentation”); and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the atEvent Services for which Customer has purchased a subscription.
    2. Limitations. The atEvent Services (including the Licensed Applications), atEvent Platform, Documentation, and all other materials provided by atEvent hereunder, and all intellectual property rights in each of the foregoing, are the exclusive property of atEvent and its suppliers. Customer agrees that it will not, and will not permit any Authorized User or third party to: (a) permit any party other than Authorized Users to access the atEvent Platform, Licensed Applications or Documentation or to use the atEvent Services; (b) modify, adapt, alter, or translate the atEvent Platform, Licensed Applications or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the atEvent Platform, Licensed Applications or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the atEvent Platform or Licensed Applications; (e) use or copy the atEvent Services, the atEvent Platform, or Documentation except as expressly allowed under this subsection; or (f) disclose or transmit any data contained in the atEvent Platform or Licensed Applications to any individual other than an Authorized User, except as expressly allowed herein. Notwithstanding the foregoing, decompiling the atEvent Platform or Licensed Applications is permitted to the extent the laws of Customer’s jurisdiction require Customer to do so to obtain information necessary to render the atEvent Platform and Licensed Applications interoperable with other software; provided, however, that Customer must first request such information from atEvent and atEvent may, in its discretion, either provide such information to Customer or impose reasonable conditions, including a reasonable fee, on such use of the source code for the atEvent Platform or Licensed Applications to ensure that atEvent’s and its suppliers’ proprietary rights in such source code are protected.
    3. Ownership. All use of the atEvent Platform the atEvent Services, and the Documentation, and all trademarks and trade names shall inure to the benefit of the original owner of such material. Except for the licenses granted herein: (a) atEvent (or its licensors) shall retain all ownership rights in and to the atEvent Platform, the atEvent Services, and the Documentation, and nothing herein will be deemed to transfer to Customer any ownership rights therein. Neither Party will have any rights to any other materials, feature or technology provided by the other Party, except as specifically provided in this Agreement.
  4. FEES AND EXPENSES; PAYMENTS
    1. Fees. Customer will pay atEvent the fees for the atEvent Service Subscriptions, Integration Services, and any other services provided hereunder, as set forth in the applicable Order Form. Invoices shall be submitted by atEvent to Customer in accordance with the provisions set forth by the applicable Order Form, and payments are due within 30 days of the Effective Date of the invoice.
    2. Taxes. The fees are exclusive of all applicable sales, use, value-added and other taxes and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on atEvent’s income), fees, duties and charges, and any related penalties and interest, arising from the payment of the fees, the delivery of the atEvent Services, or the license of the atEvent Platform and Licensed Applications to Customer.
    3. Overdue Charges. If any invoiced amount is not received by atEvent by the due date, then without limiting its rights or remedies, 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.
  5. CUSTOMER CONTENT AND RESPONSIBILITIES
    1. License; Ownership. Customer grants atEvent a non-exclusive, worldwide, royalty-free and fully paid limited license (a) to use any content developed by or on behalf of Customer (“Customer Content”) as necessary for purposes of providing the atEvent Services and (b) to use the Customer trademarks, service marks, and logos as required to provide the atEvent Services. The Customer Content hosted by atEvent as part of the atEvent Services, including all intellectual property rights in the Customer Content, is the exclusive property of Customer.
    2. Customer Warranty. Customer represents that any Customer Content hosted by atEvent as part of the atEvent Services shall not (a) infringe any intellectual property right; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c) contain any viruses, worms or other malicious computer programming code intended to damage atEvent’s systems or data; or (d) otherwise violate the rights of a third party. atEvent is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the atEvent Services contrary to or in violation of the representations of Customer in this section constitutes unauthorized and improper use of the atEvent Services.
    3. Customer Responsibility for Data and Security. Customer and its Authorized Users shall have access to the Customer Content and shall be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order to access the atEvent Services for which Customer has purchased a subscription. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Content.
    4. Feedback. If Customer provides atEvent any feedback or suggestions regarding the atEvent Platform or the atEvent Services (“Feedback”), Customer hereby assigns to atEvent all rights in the Feedback and agrees that atEvent shall have the right to use such Feedback and related information in any manner it deems appropriate. atEvent will treat any Feedback Customer provides to it as non-confidential and non-proprietary.
  6. WARRANTY
    1. General The representations, warranties, and covenants in this Section are continuous in nature and will be deemed to have been given by each Party hereto upon execution of this Agreement and at each stage of performance hereunder. Each Party hereto warrants and covenants that:
      1. it has the full power to enter into this Agreement and render the performance set forth herein;
      2. its representative whose signature is affixed to this Agreement has full capacity and authority to bind it to the terms hereof;
      3. it is not presently under, nor will it enter into in the future, any agreement, commitment, understanding or other obligation, whether written or oral, nor is there any applicable law, role or regulation, which is inconsistent or in conflict with this Agreement or would in any way or to any extent prevent, limit or otherwise impair its performance of any of its obligations hereunder or in connection herewith; and
      4. there is presently no suit, action, proceeding or other claim pending or threatened, against it, nor does any fact exist which may be the basis of any such action, suit, proceeding or other claim, with respect to this Agreement or which could have a material adverse effect on its business or operations.
    2. Limited Warranty. atEvent warrants to Customer that the atEvent Platform and the atEvent Services will operate free from any reproducible failure of such software to substantially conform to the Documentation (“Error(s)”). Provided that Customer notifies atEvent in writing of any breach of the foregoing warranty during the term hereof, atEvent shall, as Customer’s sole and exclusive remedy, use commercially reasonable best efforts to fix such Errors.
    3. Compliance with Laws. atEvent warrants to Customer that the operation of the atEvent Platform and the atEvent Services shall comply with any applicable federal, state, and local law, role or regulation and shall not infringe, misappropriate or otherwise violate the intellectual property rights of any third party. Customer’s sole and exclusive remedy for breach of the foregoing shall be the indemnity set forth in Section 8.
    4. Disclaimer. THE LIMITED WARRANTIES SET FORTH IN SECTIONS 6.1 AND 6.2 ARE MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE ATEVENT PLATFORM, LICENSED APPLICATIONS, DOCUMENTATION AND ATEVENT SERVICES ARE PROVIDED “AS IS,” AND ATEVENT MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A FOR A PARTICULAR PURPOSE.
  7. INDEMNITY
    1. By Each Party. Provided that the Party seeking indemnification hereunder (the “Indemnitee”) has complied with the provisions of this Section, the other Party (the “Indemnitor”) agrees to pay the defense costs of any claims for losses, expenses and damages (including reasonable attorneys’ fees, costs, and expert witnesses’ fees) arising out of or in connection with any claim against the Indemnitee by a third party which, if true, would be a breach of this Agreement, including, without limitation, a breach by the Indemnitor of any warranty set forth in this Agreement, and pay any judgments awarded against Indemnitee or settlements in any such action.
    2. Indemnification Process. If Indemnitee seeks indemnification from the Indemnitor pursuant to the provisions of this Section 7, Indemnitee will promptly notify Indemnitor in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. Indemnitee will cooperate with Indemnitor, at Indemnitor’s expense, in all reasonable respects in connection with the defense of any such action. Indemnitor may, upon written notice to Indemnitee, undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof, and if it so undertakes, it will also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel, and payment of all expenses. Indemnitee will have the right to employ separate counsel and participate in the defense at its own expense; provided that the Indemnitor will control the defense. If the Parties materially disagree on any aspect of the defense, then Indemnitee may elect to pursue its own defense at its own expense, and Indemnitor’s indemnification obligation will cease.
  8. LIMITATION OF LIABILITY. EXCEPT FOR AMOUNTS OWING PURSUANT TO SECTION 4.1 (Fees) OR A BREACH OF SECTION 6.2 (Limited Warranty) AND EXCEPT FOR CUSTOMER’S OBLIGATION TO PAY AMOUNTS DUE TO ATEVENT HEREUNDER, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION), AND (B) NEITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ATEVENT PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST CLAIM MADE BY SUCH PARTY HEREUNDER.
  9. CONFIDENTIALITY; EU DATA PROTECTION.
    1. Confidentiality. In connection with the activities contemplated by this Agreement, each Party may have access to confidential or proprietary technical or business information of another Party, including without limitation (i) proposals, ideas or research related to possible new products or services; (ii) financial statements and other financial information; (iii) the terms of this Agreement and the relationship between the Parties (collectively, “Confidential Information”). Each Party will take reasonable precautions to protect the confidentiality of each of the other Party’s Confidential Information, which precautions will be at least equivalent to those taken by such Party to protect its own Confidential Except as required by law or as necessary to perform under this Agreement, no Party will knowingly disclose the Confidential Information of any other Party or use such Confidential Information for its own benefit or for the benefit of any third party. Each Party’s obligations in this Section with respect to any portion of another Party’s Confidential Information shall terminate when the Party seeking to avoid its obligation under such Section can document that: (i) it was in the public domain at or subsequent to the time it was communicated to the receiving Party (“Recipient”) by the disclosing Party (“Discloser”) through no fault of Recipient; (ii) it was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser; (iii) it was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; (iv) it was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence; or (v) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law or was necessary to establish the rights of either Party under this Agreement.
    2. EU Data Protection. Addendum. Customer acknowledges and agrees that if Customer uses (or instructs, permits, or enables any employees, contractors, partners, or customers of Customer), the atEvent Service or the atEvent Platform, to collect, retrieve, send, store, host, transfer, or otherwise process or use any information relating to any natural persons located in the European Union, then such activities shall be subject to the EU Data Protection Addendum , which is hereby incorporated into this Agreement by this reference.
  10. TERM AND TERMINATION
    1. Term. The Term of this Agreement will commence on the Effective Date and continue unless terminated as permitted herein for a period of Twelve (12) This Agreement shall not be renewed or extended except by a writing duly signed by each Party specifying the terms of such renewal or extension.
    2. Termination for Cause. Either Party may terminate this Agreement and any atEvent Service Subscriptions then in effect immediately upon written notice at any time if (a) the other Party is in material breach of any representation, warranty, term, condition or covenant of this Agreement and fails to cure that breach within thirty (30) days after written notice thereof; (b) the other Party is in breach of any confidentiality obligation referenced in Section 10; (c) the other Party: (i) makes any assignment for the benefit of creditors or similar transfer evidencing insolvency; (ii) suffers or permits the commencement of any form of insolvency or receivership proceeding; (iii) has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing; or (iv) has a trustee or receiver appointed for its business or assets or any part thereof. The rights and remedies provided in this Section will not be exclusive and are in addition to any other rights and remedies provided by law, equity, or this Agreement.
    3. Termination Without Cause. Either Party may terminate this Agreement for its convenience on thirty (30) days prior written notice at any time that there is no uncompleted atEvent Service Subscription in effect.

    Effect of Termination. Upon any termination of this Agreement: (a) each Party will be relieved of its respective obligations; and (b) this Section and Sections 4.1, 5, 6, 7, 8, 9, 10, and 11.4 will survive termination, along with any other provisions that might reasonably be deemed to survive such termination. Any fees accrued and unpaid at the time of termination shall be paid by Customer no later than thirty (30) days after termination of this Agreement.

  11. GENERAL
    1. Applicable Law. This Agreement shall be governed by and construed under the laws of the State of California, without regard to its laws relating to conflict or choice of laws.
    2. Notices. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the U.S. mails, postage prepaid, certified or registered, return receipt requested. If the notice is sent to Customer, it shall be addressed to General Counsel and to the address, set forth on the first page of this Agreement. If the notice is sent to atEvent, it shall be addressed as follows:

      Iron Horse Ventures LLC, dba atEvent
      6111 Bollinger Canyon Rd Suite 555
      San Ramon, CA 94583
      Attn: Uzair Dada

    3. Security. atEvent will maintain reasonable and appropriate administrative, physical, procedural, and technical safeguards to protect against all risks to Customer and Customer’s customers, including, without limitation, unauthorized access, loss or copying, whether physical or electronic, by atEvent’s employees or other third-parties to databases, computer systems and networks, and other electronic storage devices and records.
    4. Assignment. Neither Party may assign this Agreement, in whole or in part, to any third party unless the non-assigning Party expressly consents to such assignment in writing; provided, however, that either Party may assign this Agreement to a person, firm or entity controlling, controlled by or under common control with such Party, or in connection with a transfer of all or substantially all of such Party’s assets, whether by merger, sale of assets, sale of stock or otherwise. Any attempted assignment or transfer in violation of the foregoing will be void.
    5. Independent Contractors. Each Party in performance of this Agreement is acting as an independent contractor to the other Party and has no authority to act on behalf of the other Party except as expressly provided in this Agreement. No partnership, joint venture, employment, agency, franchise, or other form of Agreement or relationship is intended.
    6. Severability; Construction. Should a court of competent jurisdiction find any provision of this Agreement, or portion hereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will
    7. Assignment. Neither Party may assign this Agreement, in whole or in part, to any third party unless the non-assigning Party expressly consents to such assignment in writing; provided, however, that either Party may assign this Agreement to a person, firm or entity controlling, controlled by or under common control with such Party, or in connection with a transfer of all or substantially all of such Party’s assets, whether by merger, sale of assets, sale of stock or otherwise. Any attempted assignment or transfer in violation of the foregoing will be void.
    8. Independent Contractors. Each Party in performance of this Agreement is acting as an independent contractor to the other Party and has no authority to act on behalf of the other Party except as expressly provided in this Agreement. No partnership, joint venture, employment, agency, franchise, or other form of Agreement or relationship is intended.
    9. Severability; Construction. Should a court of competent jurisdiction find any provision of this Agreement, or portion hereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. This Agreement has been negotiated by the Parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party.
    10. Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.
    11. Expenses. Each Party will be responsible for covering its respective costs in performing its duties under this Agreement, except to the extent expressly set forth in this Agreement.
    12. All captions in this Agreement are intended solely for the convenience of the Parties, and none will affect the meaning or construction of any provision.
    13. Entire Agreement. This Agreement until fully executed, does not constitute an offer by Customer or by atEvent and it will not be effective until signed by both This Agreement, together with the attachments hereto, constitutes the entire Agreement between the Parties with respect to the subject matter hereof and merges all prior and contemporaneous communications, and supersedes all prior Agreements between the Parties regarding the subject matter of this Agreement. The preprinted terms on any Order Form shall be of no force or effect. This Agreement and any attachment hereto, will not be modified except by a written agreement dated subsequent to the Effective Date and signed on behalf of atEvent and Customer by their respective duly authorized representative