Last updated May 20, 2018
Welcome to Eventable! These Terms of Service apply to the website located at www.eventable.com (the "Site"), the tools and forms made available through the Site, the Eventable publisher dashboard, the Eventable add to calendar service, as well as a number of related services (collectively the "Services"). The Eventable Site and Eventable Services are owned and operated by Rockerbox, Inc. ("Eventable").
1.1 Scope. This Terms of Service applies to Publisher's use of the online subscription services and related online training and packaged professional services offered by Eventable (collectively, the "Subscription Services") that are listed in one or more Eventable subscription-based ordering documents signed by the parties (each an "Order"). This Terms of Service and all executed Orders, including any addenda and exhibits and other documents referenced herein, are collectively referred to as the "Terms of Service." All capitalized terms not defined herein will have the meanings attributed to them in the Order.
1.2 Procurement and Provisioning by Affiliates. Publisher may procure Subscription Services under this Terms of Service for its own account and on behalf of one or more Publisher Affiliates (defined below). Publisher is responsible for the acts and omissions of Publisher Affiliates under any Order pursuant to which the Publisher Affiliate receives the benefit of the Subscription Services but is not a signatory. Additionally, Publisher Affiliates may procure Subscription Services directly under this Terms of Service pursuant to an Order executed by such Publisher Affiliate and either Eventable or an Eventable Affiliate. Publisher Affiliates who sign an Order will be deemed to be the Publisher hereunder and solely responsible for its performance or non-performance thereunder. "Affiliate" means any legal entity directly or indirectly controlling, controlled by or under common control with a party, where control means the ownership of a majority share of the stock, equity or voting interests of such.
1.3 Subscription Services; Publisher Users. During the "Subscription Term" set forth in each Order (which may be terminated early as set forth herein or therein), Eventable will make the Subscription Services available to Publisher and its authorized Affiliates, and their respective employees, agents or contractors ("Publisher Users"), for access and use by such Publisher Users solely for Publisher's internal business purposes in accordance with the terms of the Terms of Service for the Permitted Use. Publisher is responsible for use of the Subscription Services by Publisher Users and any party who accesses the Subscription Services with Publisher's or a Publisher User's account credentials.
2.1 Scope of Grant. Subject to the terms and conditions of this Terms of Service, for the Subscription Term specified in the applicable Order, Eventable grants to Publisher a nonexclusive, nontransferable, limited license, without right of sublicense, to access and use the Subscription Services as permitted by Eventable solely for the Permitted Use. "Permitted Use" means use solely to: (a) access and view the website and dashboard portions of the Subscription Services and any Eventable Data (defined below) made available via the analytics in the Subscription Services; (b) upload Event information for distribution to End Users (once entered each such Event is a "Publisher Event"); (c) access and configure the API made available by the Subscription Services as described in the documentation provided by Eventable or as otherwise permitted in writing by Eventable to generate the Eventable Buttons and Shortlinks, so long as all such configurations replicate all copyright, patent or trademark notifications existing on the original API, and do not remove, diminish or otherwise obscure any notices or links therein; and (d) display and embed the Eventable Buttons as manifested by the configured API on Publisher's websites or distribute Shortlinks to End Users; where:
2.1.1 "Events" means concerts, conferences, lectures, speaker series, sporting events, ticket sales, television broadcasting, retail sales/promotions, product launches, group meetings, webinars, online meetings, and other types of content or data, for commercial or private use, that can be expressed with a time period and be displayed on a calendar platform;
2.1.2 "Eventable Button" means Eventable's buttons, menus and plugins that allow End Users to add Publisher Events to their third party personal calendar platforms and receive future Publisher Event updates;
2.1.3 "End User" means an individual who accepts the Eventable Button to add the applicable Publisher Event to their personal third party calendar platforms; and
2.1.4 "Shortlinks" means links to Eventable's website used by End Users to add the applicable Publisher Event to their personal third party calendar platforms.
2.2 Restrictions. Publisher will not, and will ensure that its Publisher Users do not, directly or indirectly (i) make the Subscription Services available to anyone other than Publisher Users or use the Subscription Services for the benefit of any unrelated third party except for End Users as permitted above; (ii) sell, resell, assign, pledge, transfer, license, sublicense, distribute, rent or lease the Subscription Services or any of the Eventable IP; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any of the Eventable IP or any software, documentation or data related to or provided with the Subscription Services or any of the Eventable IP; (iv) modify, translate or create derivative works based on the Subscription Services or any of the Eventable IP or remove any proprietary notices or labels from the Subscription Services or any of the Eventable IP; (v) use or access the Subscription Services or any of the Eventable IP to build or support, and/or assist a third party in building or supporting products or services competitive to the Subscription Services or any of the Eventable IP; or (vi) include the Subscription Services or any of the Eventable IP in a service bureau or outsourcing offering.
2.3 Third Party Calendar Interaction. Publisher acknowledges that in order for the Eventable Button to function as contemplated above, it necessarily must interact with the End User's selected third party personal calendar platforms. All such third party calendar platforms are outside of Eventable's control. Use of the third party calendar platforms may require agreement to additional terms between the End User/Publisher and such third party that are not included in this Terms of Service. Eventable does not warrant or support the third party calendar platforms, or any availability or functionality relating thereto. EVENTABLE HAS NO LIABILITY WITH RESPECT TO ANY THIRD PARTY CALENDAR PLATFORM.
2.4 Usage Rights. Publisher will, at all times, ensure that its use of the Subscription Services does not exceed the usage terms specified in the Order ("Usage Rights"). If Eventable determines that Publisher is exceeding the Usage Rights, Eventable will notify Publisher, and Publisher will have 30 days from the date of notice in which to bring its usage within the limits of such Usage Rights. If Publisher fails to do so within 30 days, without limiting Eventable's remedies, Eventable has the right to charge Publisher, and Publisher agrees to pay, for the applicable usage tier, which will be co-termed with the Subscription Term in the applicable Order.
2.5 Suspension. Eventable may immediately suspend Publisher's account, access to the Subscription Services and functionality of the Subscription Services (including the use of the Eventable Buttons and Shortlinks to add Publisher Events to End User's third party personal calendar platforms) if (i) Publisher fails to make payment due within 10 business days after Eventable has provided Publisher with written notice of such failure; or (ii) Publisher violates Section 2.1 (Scope of Grant), or Section 2.2 (Restrictions). Any suspension by Eventable of the Subscription Services under the preceding sentence will not relieve Publisher of its payment obligations hereunder.
3.1 Subscription Services. Publisher acknowledges that the Subscription Services are offered online on a subscription basis. Eventable reserves all rights, title and interest in and to the Subscription Services (including the API, Shortlinks, Eventable Buttons (except for the Publisher Data in the Eventable Button), Eventable's website and dashboard, and Eventable Data) and including any other software or documents related to or provided with, or used to support, the Subscription Services and all intellectual property rights and derivatives, modifications, refinements or improvements thereto (collectively, the "Eventable IP").
3.2 Feedback. From time to time, Publisher or its Publisher Users may submit to Eventable comments, questions, enhancement requests, suggestions, ideas, process descriptions or other information related to the Eventable IP ("Feedback"). Publisher agrees that Eventable has all rights to use and incorporate Feedback into the Subscription Services or other Eventable IP without restriction or payment to Publisher. No rights are granted to Publisher other than as expressly set forth herein.
3.3 Publisher Data. Publisher owns any data, information or material originated by Publisher or that Publisher or Publisher Users provide in the course of using the Subscription Services ("Publisher Data"). Publisher is responsible for ensuring that it obtains from all End Users the right to use, reproduce, distribute, publicly display and publicly perform the information the End Users provide or submit by using the Eventable Buttons or Shortlinks ("End User Content"). The End User owns the End User Content as between the parties. Publisher will be solely responsible for the accuracy, quality, content, legality and use of Publisher Data, including the means by which Publisher Data is acquired and transferred by Publisher or its Publisher Users outside of the Subscription Services. Publisher grants Eventable a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Publisher Data for the purposes of performing the Subscription Services, including making the Publisher Events (and associated Publisher Data) available to End Users via Eventable Buttons and Shortlinks. Eventable does not endorse any Events or Publisher Events or any opinion, recommendation, or advice expressed in any Events or Publisher Events, nor does Eventable review Publisher Events or Publisher Data or End User Content for accuracy.
3.4 Eventable Data. Notwithstanding Section 3.3, Publisher acknowledges that Eventable collects and compiles usage data, information and statistics with respect to the performance and/or use of the Subscription Services, including the Eventable Buttons and Shortlinks. Publisher acknowledges that all right, title and interest in any data, information, and/or statistics collected or compiled by or for Eventable with respect to the performance and/or use of the Subscription Services, including the Eventable Buttons and Shortlinks, including information, statistics and data generated by the End User's interaction with the Publisher Events, will be solely owned by Eventable (collectively, "Eventable Data").
4.1 Fees. Publisher will pay all fees set forth in the Orders and any fees invoiced pursuant to this Terms of Service. All fees are noncancelable and nonrefundable. Any fees paid pursuant to an Order will not offset any fees due under any other Order.
4.2 Taxes and Currency. All fees are exclusive of, and Publisher will be responsible for payment of, taxes, levies, duties or similar local, state, provincial, federal or foreign jurisdiction governmental assessments on the Subscription Services. Except as otherwise specified in an Order, all fees due hereunder will be paid in U.S. Dollars.
4.3 Invoices. All amounts are due and payable as specified in the Order. If no payment terms are specified in the applicable Order, payment is due immediately upon receipt of invoice. Failure to pay invoices not the subject of a written good faith dispute may result in a cancellation of the Subscription Services.
5.1 Termination. Publisher acknowledges and agrees that Eventable, at its sole discretion, may terminate Publisher's use of the Site and/or the Services without prior notice for any reason at any time. Publisher agrees that Eventable shall not be liable to Publisher or any third party for termination of access to the Site and Services. In the event of any termination, Publisher will immediately cease access to the Site and/or the applicable Services, and Eventable will no longer provide Publisher such Services. PUBLISHER AGREES THAT EVENTABLE WILL NOT BE LIABLE TO PUBLISHER OR ANY OTHER PARTY FOR ANY TERMINATION OF ACCESS TO THE SITE OR SERVICES.
5.2 Effect of Termination. If Eventable terminates an Order for Publisher's uncured material breach (i) all fees set forth in the terminated Order will be immediately due and payable; (ii) all rights granted with respect thereto will immediately terminate; and (iii) if such terminated Order includes fees for usage of the Subscription Services in excess of the Usage Rights, such fees are also immediately due and payable. If Publisher terminates an Order, all rights to access and use the Subscription Services will terminate. No credit or refund will be issued for prepaid fees for the Subscription Services.
5.3 Survival. The following Sections of the Terms of Service will survive termination of the Subscription Services: Section 1.1 (Scope), Section 1.2 (Procurement and Provisioning by Affiliates – with respect to party liable), Section 2.2 (Restrictions), Section 2.3 (no liability for third party calendar platforms), Section 3 (Ownership: Subscription Services; Publisher Data; Eventable Data), Section 4 (Fees; Taxes and Currency; Invoices), Section 5.2 (Effect of Termination), Section 5.3 (Survival), Section 6.0 (Disclaimers), Section 7 (Indemnification), Section 8 (Limitation of Liability), and Section 11 (General Terms).
THE SITE AND SUBSCRIPTION SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVENTABLE, ITS OFFICERS, ITS DIRECTORS, ITS AGENTS, ITS EMPLOYEES, AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EVENTABLE DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS PUBLISHER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. EVENTABLE DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT EVENTABLE WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. EVENTABLE DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
Publisher agrees to indemnify, defend and hold harmless Eventable, its officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from (i) any Publisher Data submitted, posted or transmitted through the Site or Services, (ii) Publisher's use of the Site or Services, including without limitation any use or modification of the Eventable Button, (iii) Publisher's violation of these Terms of Service, (iv) Publisher's violation of any rights of any other person or entity, or (v) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by Publisher into the Site or Services.
PUBLISHER ACKNOWLEDGES AND AGREES THAT EVENTBLE IS ONLY WILLING TO PROVIDE ACCESS TO THE SITE, AND TO PROVIDE THE SERVICES IF PUBLISHER AGREES TO CERTAIN LIMITATIONS OF EVENTABLE'S LIABILITY TO PUBLISHER AND TO THIRD PARTIES. IN NO EVENT WILL EVENTABLE, ITS PARENT, AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE TO PUBLISHER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES OR LIKE DAMAGES, INCLUDING, LOST PROFITS, GOODWILL, LOST OPPORTUNITIES AND INTANGIBLE LOSSES, ARISING IN CONNECTION WITH THE SITE, SERVICES OR THESE TERMS, INCLUDING, FOR EXAMPLE AND CLARITY ONLY, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES, THE SITE, OR CONTENT. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT EVENTABLE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PUBLISHER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH ANY VIOLATION BY EVENTABLE OF THESE TERMS OF SERVICE IS TO DISCONTINUE USING THE SITE OR THE SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, EVENTABLE'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH ANY VIOLATION OF THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS (U.S. $100.00). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations and disclaimers may not apply. To the extent that Eventable may not, as a matter of applicable law, disclaim any warranty or limit our liabilities, the scope and duration of such warranty and the extent of Eventable's liability will be the minimum permitted under such applicable law.
9.1 Copyright Violations. Eventable respects the intellectual property of others, and expect Publishers to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact Eventable's Copyright Agent with the following information:
Our copyright agent for notice of claims of copyright infringement on the Site or the Services can be reached by mail at Copyright Agent at: DMCA Claims, Rockerbox, Inc., 138 Mulberry St. Suite 6A3 New York, NY 10013. Please note that, pursuant to 17 U.S.C., section 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by Eventable in connection with the written notification and allegation of copyright infringement.
9.2 Eventable Trademarks. EVENTABLE is a registered trademark in the United States. Other Eventable graphics, logos, designs, page headers, button icons, and toolbars appearing on the Site or the Services may be trademarks in the United States and other countries (collectively, with the registered trademarks, the "Eventable Marks"). All other logos and trademarks are trademarks of their respective owners. Publisher is not authorized to use any Eventable Marks without the prior written permission of Eventable. Ownership of all Eventable Marks and the goodwill associated therewith remains with Eventable. Eventable hereby grants Publishers a non-exclusive right and license to display any Eventable Marks but solely as incorporated into, and subject to the restrictions of use associated with, the Service and Eventable Buttons licensed in Section 2.1. Publisher is only authorized to use any Eventable Marks through this limited license granted to Publishers.
It is Eventable's goal to make the use of the Site and Services a good experience for all of Publishers and End Users. With this in mind, Eventable has formulated the following rules of conduct. Publishers agree not to, nor allow any Publisher Users to:
11.1 Notice. Eventable may give general notices for Subscription Services applicable to all publishers by means of a notice on the Subscription Services web portal. Specific notices applicable to Publisher Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Publisher's email address on record in Eventable's account information. Publisher must give notice to Eventable in writing via email to email@example.com or as otherwise expressly provided.
11.2 Force Majeure. Eventable will not be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of Eventable.
11.3 Governing Law. Unless specifically set forth in the applicable Order (i) any action, claim, or dispute between the parties will be governed by New York law, without reference to its conflicts of law provisions, and controlling U.S. federal law; and (ii) the parties agree to the exclusive jurisdiction of and venue in the state and federal courts in New York County and New York City, respectively.
11.4 Entire Terms of Service. This Terms of Service represents the parties' entire understanding relating to the Subscription Services and supersedes any prior or contemporaneous agreements or understandings regarding the Subscription Services. In the event of a conflict between this Terms of Service and a contemporaneous or later-dated Order, the terms of the contemporaneous or later-dated Order will control.
11.5 Standard Terms of Publisher. No terms, provisions or conditions of any purchase order, acknowledgement or other business Publisher may use in connection with the acquisition of Subscription Services will affect the rights, duties or obligations of the parties hereunder, or otherwise modify this Terms of Service.
11.6 No Waiver. If any provision of the Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed to reflect the intent of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of either party to enforce any right or provision in the Terms of Service will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
11.7 Assignment. No joint venture, partnership, employment, or agency relationship exists between Eventable and Publisher as a result of the Terms of Service or use of the Subscription Services. This Terms of Service and any rights or obligations hereunder may not be assigned, sublicensed or otherwise transferred by the parties without the prior written approval of the non-assigning party, except that either party may assign or transfer this Terms of Service in connection with a merger or acquisition of all or substantially all of the assets of the assigning company (other than to a direct competitor of the non-assigning party and provided that the assignee agrees in writing to be bound by all terms and conditions of this Terms of Service) by providing the non-assigning party with prompt written notice of assignment. Any purported assignment in violation of this section will be void.
11.8 Compliance with Laws. Each party agrees to abide by all applicable federal, state, and local laws and regulations in the performance of this Terms of Service and usage of the Subscription Services.