Terms of Service
Intelligence, Inc. ("Event
Intelligence" or "us" or "we") has developed and operates a service
("Service") providing web-based event booking, planning, and
management tools ("Tools"). The Service enables a third party ("you"
or "Subscriber") and to access and configure these Tools
through an online account ("Account"). Internet users who use the
Tools are referred to in this Agreement as your visitor ("Visitor"
or "Visitors"). Event Intelligence
will provide HTML code for you to use the Tools as an extension of
your website or you can use your Tools on their own. This Agreement defines
the terms and conditions for your participation in the Service as a Subscriber. In consideration of the promises set forth in this Terms of Service ("Agreement"), you and
Event Intelligence agree
1. Acceptance and Enrollment
as a Subscriber:
Please read this Agreement
carefully. To become a Subscriber, you must fill out
a completed signup form via our website.
By submitting the form, and agreeing to use the Service,
you indicate your acceptance of this Agreement and its terms and conditions.
The Service will be initiated upon Account creation.
2. The Event
As a Subscriber, we
will make available to you a series of Tools, which,
subject to the terms and conditions of this Agreement, you may display
as often and in as many areas on your website as you desire.
Visitors will be able to access the Tools
through a new browser window that opens on your own site, a direct hyperlink,
or a framed link. If the new browser window is closed, your site remains
open on the Visitor's computer. Since the name of the Tools will match your own company name, the
Visitor will assume the
website is a part of your site, not an off-site location. Further, the
Tools will have links on it returning your Visitors
back to your site. Visitors to your website will be able to use your interactive online
Tools. However, while you are a Subscriber all email communication, confirmations,
and other representations will have only your company
3. Our Responsibilities:
We will be responsible
for providing you the information
necessary to allow you to link your website to your Tools. Included
with our Service is an Account which enables you
to log in and configure the Tools and Service. Certain elements of the
Tools and Service can be modified to your unique needs, but no
guarantees are made as to the level of modification that is offered.
Your client and booking information remains securely stored in your
Account which resides on
our servers. Never is any of your client or booking information shared
with any outside parties.
4. Term and Termination
of the Agreement:
The term of this Agreement
is 1 year (or 2 months if trial), starting from the date your Account is created. From then on, the agreement
renews itself each year for a period of 1 year with your authorization.
The Agreement can be terminated by cancellation at anytime by either
the Subscriber or Event Intelligence. If the Subscriber cancels this
agreement for any reason, no refund will be provided under any
circumstances. All sales are final. If Event Intelligence cancels this
Agreement for any reason, a five (5) day notice via email
will be given to the Subscriber and the
Subscriber will receive a prorated refund. Event Intelligence reserves
the right to refuse service to any person or company for any or no reason.
5. Design of the
When you become a
Subscriber, you grant us a limited, non-exclusive
right to use and copy the "look and feel" of your website,
including your logo if applicable, for the purposes
stated in this Agreement. This right continues only for as long as you
remain a Subscriber. Thereafter, neither party has the
right to use any graphic images, logos, service marks, and related
images or copy belonging to the other party.
6. Usage Limitations
can only be used with a single company or entity, the company or entity
of the Subscriber. Accounts can not,
under any circumstances, be shared among or used by multiple companies.
A Subscriber is permitted to integrate their Tools into multiple websites and URLs, provided that such websites
and URLs are all owned by the Subscriber. The Subscriber is not permitted to rent, lease, license, sell, re-sell,
give away all
or any part of their Service. Usage of the Account is limited to the Subscriber and Subscriber's prospective and booked
clients only. The Subscriber may not allow access to their
Account by any other company, entity, or prospective or booked client
of such other company or entity.
7. Licenses and Use
We grant you a non-exclusive,
non-transferable, revocable right to use our logos, trade names, trademarks,
service marks and similar identifying material relating to us (collectively,
the "Marks") solely as related to promotion of the Tools.
You may use the Marks on your website only while
you are participating as a Subscriber. You may not alter,
modify, or change the Marks in any way. You are only entitled to use
the Marks as set forth in this Agreement while you are a Subscriber in good standing. We expressly reserve all right, title and
interest in the Marks not expressly granted in this Agreement. Your
license to use the Marks may be revoked at any time for any reason by
us. Nothing in this agreement provides for the transfer of ownership
in any Event Intelligence intellectual property right.
You grant to us a limited,
non-exclusive, license to utilize your trade names, trademarks, and
to advertise, market, promote, and publicize in any manner our rights
hereunder and the Service. This license and the use
of Marks by both parties shall terminate upon the termination of this
Agreement. Event Intelligence reserves the right to display a copyright
link at the bottom of every online Tool.
8. Policies and Pricing:
If we change our policies
and operating procedures, we will post any and all changes on our
website. Prices are subject to change at anytime without notice. Any pricing
changes will be posted on our website. A $25 processing fee is
assessed on any returned payments.
9. Compliance with
You are solely responsible
for ensuring that your website and all content thereon strictly complies
with all applicable laws and regulations including, without limitation,
all applicable copyright, trademark and export laws. We have the right
in our sole discretion to monitor your website at any time, and from
time to time, to determine if you are in compliance with the terms of
this Agreement. We may immediately terminate this Agreement if in our
sole discretion you are not in compliance with the terms of this Agreement.
You may not use the
Service in such as way as to condone or encourage terrorism,
promote or provide pirated software, or any other form of illegal or
In our sole discretion,
we may modify the terms and conditions contained in this Agreement at
any time. Any and all changes will be noticed and posted on our
website. Modifications may include, but are not limited to, terms, features,
or pricing. You agree that your continued participation in the
Service following such a modification will constitute your binding acceptance
of the modification to this Agreement.
11. Relationship of
Nothing in this Agreement
will create any partnership, joint venture, agency, franchise, representative,
or employment relationship between the parties. You will have no authority
to make or accept any offers or representations on our behalf. You will
not make any statement, whether on your website or otherwise, that
reasonably would contradict any term contained in this Section.
Event Intelligence and the Subscriber will take place
online and via
email. You agree to receive all official emails from Event
and understand that as part of a subscription service, you can not opt-out
of receiving such messages which are deemed vital to the Event
13. Account Access
Subscriber may request that their current Account name and password
be sent via electronic mail to the email address listed on the
Account. The Subscriber may execute this process
automatically by using the password lookup function on the Account
In the event that the
Subscriber is no longer able to access the email
address listed on their Account (and provided the ownership of the
Account is not in dispute), the Subscriber may
contact Event Intelligence to request that their password be reset.
As a means to verify the Subscriber’s identity,
Event Intelligence may ask the Subscriber to verify
the last 4 digits and/or provide a facsimile of the credit card used
to pay for the current term of Service (or most recent term in the
event that the Account is expired). Event Intelligence is under no
obligation to reset the password if it is believed that the identity
of the Subscriber cannot be adequately verified.
In the event that the
ownership of an Account is disputed by any
individual, regardless of whether that individual is currently
listed as a contact on the Account, Event Intelligence may, at its sole discretion, suspend access to the
immediately for all parties until such time that ownership of the
business listed on the Account prior to the dispute can be verified.
Supporting documentation must be provided, listing the owner(s) of
the business before Account access will be reinstated. After
business ownership has been established and verified, and unless
otherwise directed by a court of law, the Account will be reinstated
with a new password and all owners of the business (for which
Event Intelligence has an active email address) will be sent an
email containing the new login credentials for the Account. A copy
of this message will be sent to the email address listed on the Account.
You hereby represent and
warrant to us as follows: a.) You have full authority to bind yourself
or the entity which you represent to the terms of this Agreement. This
Agreement has been duly and validly executed and delivered by you and
constitutes your legal, written, valid, and binding obligation, enforceable
against you in accordance with its terms. b.) The execution, delivery,
and performance by you of this Agreement and the consummation by you
of the transactions contemplated hereby will not, with or without the
giving of notice, the lapse of time, or both, conflict with or violate
(i) any provision of law, rule, or regulation to which you are subject,
(ii) any order, judgment, or decree applicable to you or binding upon
your assets or properties, (iii) any provision of your by-laws or certificate
of incorporation, or (iv) any agreement or other instrument applicable
to you or binding upon your assets or properties. c.) You are the sole
and exclusive owner of the Subscriber trademarks and
have the right and power to grant to us the license to use the same
as set forth herein, and such grant does not and will not (i) breach,
conflict with, or constitute a default under any agreement or other
instrument applicable to you or binding upon your assets or properties,
or (ii) infringe upon any trademark, trade name, service mark, copyright,
or other proprietary right of any other person or entity.
EVENT INTELLIGENCE AND OUR SERVICES ARE OFFERED
"AS IS." WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS
WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT,
OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING,
OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION
OF THE SERVICE WILL BE UNINTERRUPTED, ACCURATE, OR ERROR
FREE. YOU EXPRESSLY AGREE THAT EVENT INTELLIGENCE IS NOT LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS, INACCURACIES OR ERRORS.
a.) You acknowledge and
agree that certain information disclosed to you by us constitutes Proprietary
Information, including, without limitation, the terms of this Agreement,
business and financial information, Visitor lists, technological information,
customer and vendor lists, and pricing and sales information. The Proprietary
Information shall remain the sole and exclusive property of Event
and disclosure of the Proprietary Information to you does not confer
to you any license, interest, or rights of any kind in or to the Proprietary
Information, except as provided under this Agreement. You shall keep
the Proprietary Information strictly confidential and secret and shall
not use or disclose the same, directly or indirectly, for your own business
purposes or for any other purpose except and solely for the purposes
contemplated by this Agreement. You shall protect the Proprietary Information
with the same degree of protection and care as you use to protect your
own Proprietary Information, but in no event less than reasonable care.
Notwithstanding the foregoing, you may disclose the Proprietary Information
if required under applicable law. b.) With regard to Trade Secrets,
your obligations in this Section shall continue for so long as such
information constitutes a Trade Secret. With regard to Confidential
Information, your obligations in this Section shall continue for the
term of this Agreement and for a period thereafter until such information
is made public, or is required to be disclosed to a government agency
or court of law with competent jurisdiction. For the purposes of this
Agreement, (i) "Proprietary Information" means Trade Secrets, Confidential
Information, Graphic Designs and Source Codes; (ii) "Trade Secrets"
means trade secrets as defined under Illinois law, as amended from time
to time; and (iii) "Confidential Information" means information that
is of value to us and is treated as confidential other than Trade Secrets.
You may not reverse engineer,
disassemble, or create derivative works based on the Software for distribution
or usage on or outside your website.
17. LIMITATION OF LIABILITY:
NEITHER EVENT INTELLIGENCE NOR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR OTHER REPRESENTATIVES SHALL BE
LIABLE TO YOU OR TO YOUR VISITORS FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL,
OR PUNITIVE DAMAGES RELATING IN ANY MANNER TO THE SUBJECT MATTER OF
THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR ACTION, EVEN
IF EVENT INTELLIGENCE HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD
OF SUCH DAMAGES. OUR TOTAL LIABILITY RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, SHALL NOT
EXCEED THE SERVICE FEES UNDER THIS AGREEMENT. IF SERVICE IS INTERRUPTED
FOR AN EXTENDED PERIOD OF TIME OR EXCESSIVE DATA IS LOST, EVENT
AT OUR SOLE DISCRETION, MAY CHOOSE TO CREDIT THE SUBSCRIBER'S ACCOUNT
FOR TIME LOST. NO CASH REFUNDS ARE GIVEN UNDER ANY CIRCUMSTANCES.
You may not assign this
Agreement, by operation of law or otherwise, without our prior written
consent. Subject to that restriction, this Agreement will be binding
on, inure to the benefit of, and enforceable against the parties and
their respective successors and assigns. Our failure to enforce your
strict performance of any provision of this Agreement will not constitute
a waiver of our right to subsequently enforce such a provision or any
other provision of this Agreement. Headings of particular sections are
inserted only for convenience and are not to be considered a part of
this Agreement or be used to define, limit or construe the scope of
any term of this Agreement. Should any term of this Agreement require
judicial interpretation, the parties agree that the court interpreting
or construing the same shall not apply a presumption that the terms
of this Agreement shall be more strictly construed against one party
than against another. Emails shall constitute written notice to the
other party for all purposes of this Agreement.
You hereby agree to defend,
indemnify and hold harmless Event Intelligence and its subsidiaries and
affiliates, and their directors, officers, employees, agents, shareholders,
members, and other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and expenses
(including reasonable attorneys' fees) resulting from any third party
claim made or suit brought against Event Intelligence, to the extent such
results from any acts or omissions by you or your employees or agents,
including, without limitation, (i) any claim that our use of your Trademarks
infringes on any trademark, trade name, service mark, copyright, license,
intellectual property, or other proprietary right of any third party,
(ii) any breach by you of the terms of this Agreement, or (iii) any
claim related to your website, including, without limitation, claims
of trademark or copyright infringement, or libel.
20. Governing Law;
This Agreement will be
deemed to be made in, and governed by the laws of the United States
and the State of Illinois, without reference to rules governing choice
of laws. Any action relating to the subject matter of this Agreement
regardless of the type of claim or action must be brought exclusively
in the federal or state courts located in DuPage County, Illinois. You
irrevocably consent to personal jurisdiction and venue in such courts,
and you agree that service of process may be effected by registered
or certified mail.
Neither party shall be
liable to the other or deemed to be in default hereunder for non-performance
or delays due to fire, boycott, lockout, war, labor or civil disturbance,
riots, acts of God, insurrection, government orders or regulations,
or any other cause beyond the reasonable control of the party delayed
or prevented from performing.
22. Entire Agreement:
This Agreement, together
with all subsequent modifications, constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes
all written or oral prior agreements or understandings with respect
thereto. This Agreement shall be considered to be "signed in writing"
when you initiate Service with us, and
deemed for all purposes (i) to have been "signed" and (ii) to constitute
an "original" when printed from electronic files or records established
and maintained in the normal course of business. The parties agree not
to contest the validity or enforceability of this Agreement under the
provisions of any applicable law requiring certain agreements are to
be in writing or signed by the party to be bound thereby. In case any
one or more of the provisions of this Agreement should be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be
affected or impaired thereby. No course of dealing or usage of trade
shall be used to modify the terms hereof. Any and all provisions, obligations
and terms contained in this Agreement which by their nature or effect
are required or intended to be observed, kept or performed after termination
of this Agreement will survive the termination of this Agreement and
remain binding upon and for the benefit of the parties, specifically
the following provisions of this Agreement shall survive termination.
23. Independent Investigation:
You acknowledge that
you have read this Agreement and agree to all its terms and
conditions. You have independently evaluated the desirability of
participating in the Service and are not relying on any representation,
guarantee, or statement by Event Intelligence other than as set forth in
this Agreement. Any inconsistencies, ambiguities, or conflicts in this
Agreement shall not be strictly construed against Event Intelligence, but
shall be resolved according to its fair meaning. Violation of any such
terms of this Agreement will result in immediate termination of services.
be viewed here.
25. Questions or
If you have any
questions or concerns, please contact us.