IMPORTANT: THIS END USER LICENSE AGREEMENT (EULA) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND eventuosity, LLC ("eventuosity"). BY ACCEPTING, INSTALLING OR USING ANY PART OF THE eventuosity DOWNLOADABLE APP OR WEB APPLICATION (COLLECTIVELY THE "SOFTWARE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS EULA, OR CANNOT COMPLY WITH THESE TERMS AND CONDITIONS, DISCONTINUE THE INSTALLATION PROCESS AND USE OF THE WEB APPLICATION AND THE APP, AND YOU WILL HAVE NO AUTHORITY TO USE THE SOFTWARE.
This limited license (the Beta License) is for the use of a beta version of the eventuosity Software on your app-enabled device and web browser or web-capable device. Beta version software products are provided with limited, basic level support since beta version software products are software products that are still under development and testing. Downloading a beta version software product means that you are getting an exclusive look at a new software product and you are also acting as a beta test team member. As a condition to the grant of this Beta License, we seek, and you agree to provide, constructive feedback on the Software including, but not limited to, problems you encounter and features that you like or would like to be incorporated. Part of your obligation under this Beta License is to provide input by means of submitting reasonable suggestions and comments regarding the Software. Therefore, any bugs, problems, suggested improvements, and all constructive feedback should be reported to eventuosity at a minimum of once per weekvia the on-line survey at the following web address: http://support.eventuosity.com
YOU HEREBY ACKNOWLEDGE THAT THIS VERSION OF THE SOFTWARE IS BETA SOFTWARE. IT IS UNDERSTOOD AND HEREBY EXPRESSLY ACKNOWLEDGED BY YOU THAT THE SOFTWARE OR PORTIONS THEREOF MAY NOT HAVE BEEN THOROUGHLY TESTED, MAY CONTAIN DEFECTS, AND THAT eventuosity MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SOFTWARES USE, PERFORMANCE, OPERATION, PORTABILITY TO SUBSEQUENT BETA VERSIONS OR FINAL VERSION, OR SUPPORT. BY WAY OF EXAMPLE AND WITHOUT LIMITATION, eventuosity MAKES NO REPRESENTATIONS OR WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT, FITNESS FOR A PARTICULAR PURPOSE, OR QUIET ENJOYMENT. IT IS FURTHER UNDERSTOOD BY YOU THAT NO COMMITMENT EXISTS ON THE PART OF eventuosity TO PROVIDE THE SOFTWARE IN A CONDITION SUITABLE FOR ANY PARTICULAR USE BY YOU. YOU ACKNOWLEDGE THAT THE SOFTWARE IS DELIVERED ON AN "AS IS" AND AN AS AVAILABLE BASIS AND THAT YOUR USE OF THE SOFTWARE SHALL BE AT YOUR SOLE RISK INCLUDING, WITHOUT LIMITATION, ANY RISK OF LOSS OF DATA OR BUSINESS INTERRUPTION. YOU ALSO AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL eventuosity,THE AUTHOR, LICENSOR, AND/OR SPONSOR BE LIABLE FOR ANY (i) DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION, LOST PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (ii) ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM, RELATED TO, OR ARISING OUT OF, OR IN CONNECTION WITH THIS EULA OR THE DOWNLOAD, DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE, WHETHER IN AN ACTION IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR IN EQUITY.
Subject to all of the terms of this EULA , the Beta License shall begin on the first date of Delivery (as defined in the General Terms and Conditions) to an authorized device as stated in the Grant of License section, below, and shall continue, unless terminated earlier in accordance with this EULA, until the first to occur of (i) 180 days from the first date of delivery; or (ii) your completion of the event cycle for one event (the Beta Term), unless extended in writing in the sole discretion of eventuosity. Unless terminated earlier, the Beta License granted herein shall terminate at the conclusion of the Beta Term, and shall convert automatically to an eventuosity Professional Level commercial license subject to all of the terms and conditions of this EULA and to all payment structures and terms, for which you will be obligated to make full and timely payment in good funds. You may terminate this Beta License before or at the end of the Beta Term by giving eventuosity written notice of termination before the end of the Beta Term and automatic conversion to a commercial license. At the termination of this Beta License, absent conversion to a commercial license, you shall no longer be authorized to access the eventuosity services and you shall cease all use of the Software and eventuosity reserves the right to interrupt or discontinue the functionality and/or support, if any, of the Beta Software. Upon termination of the Beta Term you may be able to continue use of the Software for a limited period set by eventuosity in its sole discretiononly with eventuositys prior written consent, and your continued adherence to all terms and conditions of this EULA, and payment in full, in advance and in good funds of the license fee and applicable monthly Professional level subscription fees. Upon termination of the Beta Term and/or this Beta License, this section of the Special Beta Notice, Terms and Disclaimer section shall be void with respect to future use of the Software, which use shall be controlled solely by the General Terms and Conditions of this EULA, as they may be revised or amended from time to time in the sole and exclusive discretion of eventuosity.
Subject to the terms and conditions set forth herein, eventuositygrants to you a non-sub licensable, non-exclusive license to use the Software for your own use on any compatible and authorized mobile device or web-capable device, as applicable (collectively Device), owned or lawfully controlled by you, in object code form only and only in accordance with the applicable end-user documentation, if any (the "License"), subject to the conditions, limitations and terms set forth herein. You, the end-user, assume sole and full responsibility for the selection of the Software to achieve your intended results and subsequent use.
(a) Limitations on Reverse Engineering, Decompilation, Disassembly, or Modification. You may not reverse engineer, decompile, or disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software or modify, adapt, translate, recast, alter, or create derivative works from the Software or any portion of it, or provide or disclose any such Software or any portion thereof to any third party, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(b) Transfer Restrictions. You may not distribute, rent, sell, assign, sublicense, lease, make available on a network, or otherwise, to multiple users, or otherwise transfer the Software or use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party. You may not transfer or assign this EULA or any of your rights hereunder to any other party.
(c) Use in Other Products. You may not incorporate the Software or any portion of it into, or use the Software or any portion of it to develop other algorithms, programs, software, applications, or products unless expressly agreed in writing in advance, by eventuosity, at its sole discretion.
(d) Separation of Components. The Software is licensed as a platform of products. Its components, as initially provided to you, may not be further separated for any purpose, including but not limited to, inclusion in any other software, algorithms, programs, applications, system or platform.
(e) Copying Restrictions. The Software may be copied onto the hard disk drive of any authorized and compatible computing device owned or lawfully controlled by you for the sole purpose of installing and using the Software. All such copies shall include the same proprietary and copyright notices and legends as included in the authorized copy of the Software originally provided by eventuosity or an authorized third party and you shall not remove any such notices or legends from the Software or any copies or otherwise modify the Software. You may not otherwise copy the Software or provide copies of the Software, in whole or in part, to any other party.
(f) Ownership. The Software is licensed, not sold, to you for use only under the terms of this EULA. You acknowledge that eventuosity retains ownership of the Software, any and all portions or copies of it, and all rights in and to it, throughout the world, including, but not limited to, intellectual property rights. Upon termination of this EULA for any reason, the License and all rights granted to you under this EULA shall terminate and you shall cease to use the Software. Personally identifying data that you may have entered into the Software during your authorized use of it, including, remain yours, and eventuosityclaims no ownership or rights in or to it. eventuosity shall retain all right, title and interest to any non-personally identifying data or aggregated data generated by eventuosity, whether derived solely from, in part from, or without reference to data that you may have entered.
You agree that eventuosity may collect and use technical data and related information, including, but not limited to, technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software. eventuosity may collect or derive other non-personally identifying data as it deems necessary, in its sole discretion, for the purposes of evaluating customer usage of the Software, developing product enhancements, generating statistics, or other reasonable purposes not contrary to the terms of this EULA. eventuosity may use this information, as long as it is in a form that does not personally identify you or your customer(s), your employees, attendees, or participants, to improve its products or to provide services or technologies to you.
Your use of the Software is permitted only upon your agreement to the terms of this EULA and payment in full, in advance, in good funds, of the license fee and applicable monthly subscription fees, based upon the license fee and applicable monthly subscription fee structure set forth at eventuositys website, as they may be revised from time to time in the sole discretion of eventuosity, or as may be otherwise agreed upon in writing by you and eventuosity, as set forth in an eventuosity license fee plan, statement of work, purchase order or other document subject to or referencing this EULA.
License fees shall be billed in accordance with eventuositys license fee terms,unless otherwise specified in a written, contractual arrangement entered into between you and eventuosity, and are due and payable, timely, in full and in good funds, before the date of first Delivery of the Software (the Effective Date). Delivery shall be the first date on which eventuosity or an authorized party on eventuositys behalf delivers to you active login credentials for use of the Software. All applicable monthly subscription fees shall be billed in accordance with eventuositys fee structure, or other express, written agreement between you and eventuosity, and are due and payable timely, in full, and in good funds in advance. eventuosity reserves the right to revise its License and/or subscription fee structure from time to time in its sole discretion and without prior notice. eventuosity shall not refund any portion of the License fee or subscription fees based upon your election not to use the Software. If you change your subscription level after the 15th of any month, the new applicable monthly subscription fee payable shall be effective at the next billing cycle.
eventuosity may, from time to time, release updates to or new versions of the Software. eventuosity shall make available to you, provided that you are not in default under the terms of this EULA, any new version of the Software, but solely to the extent that the functionality of the new version represents the then-current version of the functionality comprising the Software under your existing License. eventuosity has no obligation to provide to you new functionality or components as part of regular Software updates or version releases. eventuosity reserves the right to charge an additional fee for your receipt and use of any new functionality or components if you elect to upgrade in order to acquire new functionality or components under a new version of the Software. All versions of the Software, including any new functionality or components shall be subject to this EULA and the support terms detailed in it.
Your rights under this EULA shall remain in effect only for so long as you are in compliance with all terms and conditions set forth in it. If you fail to fulfill, or are in default of, any of your material obligations under this EULA, including, but not limited to, payment of the monthly subscription fees, eventuosity may interrupt or discontinue the functionality and/or support of the Software, and may pursue all available legal remedies to enforce this EULA, and any and all of its rights and remedies under it, including, but not limited to, any action at law or in equity, including, but not limited to, an action to enjoin your use of the Software, and eventuosity may, at any time after your default, terminate this EULA, all licenses, subscriptions, and rights granted to you under this EULA.
You may request support for your use of the Software through eventuositys web-based support system by visiting http://support.eventuosity.com.
eventuosity has no obligation to provide support for any version of the Software other than (a) the then- current version of the Software; and (b) the immediate prior version for a period of one (1) year from the date of release of a subsequent version. eventuosity shall have no obligation to, but may, in its sole discretion, provide support for and charge for such services in accordance with its then- current professional services rates, for problems arising from (a) the use of unsupported versions of the Software; or (b) your integration of the Software with third party systems, software or hardware.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT YOU BEAR THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ("SERVICES") ARE PROVIDED "AS IS" AND AS AVAILABLE, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND eventuosityHEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. eventuosity DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY eventuosityOR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. IF THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS EULA OR OTHERWISE, eventuosityWILL NOT BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS EULA UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, EVEN IF eventuosityHAS BEEN ADIVSED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT WILL eventuosityBE LIABLE FOR ANY CLAIM BY ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
In the event of a dispute between the parties that arises under this EULA, the dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the AAA then pertaining, with the laws of the Commonwealth of Pennsylvania being applied. The parties hereby consent to the holding of arbitration in Montgomery County, Pennsylvania, and consent to the jurisdiction of the courts of the Commonwealth of Pennsylvania for the enforcement of the provisions of this EULA and the entry of judgment on any award rendered hereunder. Should the chosen court of the Commonwealth of Pennsylvania for any reason lack jurisdiction, any court with jurisdiction shall enforce this provision and enter judgment on any award. The three person panel of arbitrators shall consist of attorneys specializing in information technology business litigation with at least fifteen (15) years of experience or persons having been a judge in a court of general jurisdiction. Within thirty (30) days after initiation of arbitration, the parties shall each designate one (1) arbitrator and the third shall be designated separately by the AAA. The parties shall also, within these thirty (30) days after initiation of arbitration, reach agreement on the procedures to be followed to assure that the arbitration will be concluded and the award rendered within no more than six (6) months after initiation of the arbitration. Each party has the right before or during the arbitration to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, or such similar type of equitable remedies, to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. The arbitration proceedings, together with all discovery made pursuant thereto and statements or documents exchanged by the parties in connection therewith, shall be kept confidential and shall only be used by the parties in connection with the arbitration proceedings.THE ARBITRATORS SHALL NOT AWARD ANY PARTY PUNITIVE OR EXEMPLARY DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. FURTHERMORE, THE ARBITRATORS SHALL NOT CONVEY, TRANSFER, ASSIGN OR OTHERWISE REMOVE ANY INTELLECTUAL PROPERTY RIGHTS OF THE PARTIES. All costs of arbitration or mediation shall be divided evenly between the parties, exclusive of each partys legal fees, each of which shall be borne by the party that incurs them. No party shall bring a claim in any state or federal court for resolution of a dispute under or enforcement of this EULA unless permitted to do so by law after first exhausting the processes, procedures, and remedies provided in this section.
Notice to eventuosity under this EULA shall be deemed given when received by eventuosity. Notice concerning this EULA, unless otherwise provided herein, shall be in writing to:
ATTN: Justin Panzer, President
3220 Market Street, Suite 369
Philadelphia, PA 19104
The failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this EULA is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this EULA otherwise remains in full force and effect and enforceable. The parties agree that: (i) this EULA is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and/or oral agreements, communications and other understandings relating to the subject matter of this EULA; and (ii) all modifications of this EULA must be in a writing signed by both parties, except as otherwise expressly provided herein. All rights and remedies under the EULA are enforceable by the lawful successor and/or assign of eventuosity. No agency, partnership, joint venture, or employment is created by, through, or as a result of this EULA and you do not have any authority of any kind to bind eventuosity in any respect whatsoever. If eventuosity is the prevailing party in any action or proceeding at law or in equity to enforce its rights and/or remedies under this EULA, eventuosity shall be entitled to recover its attorneys fees and costs.