1.1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms as agreed in each Order Form. As part of the registration process, Customer will identify an administrative user name, password and catch-all reply email for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer acknowledges that all accredited Users of the Services from Customer’s Company will register with the Services using their Company email and a unique password and in doing so will be subject individually to the Seatrobot User Terms & Conditions.
2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Additionally, Customer acknowledges it has countersigned the US Data Processing Addendum, as attached as Exhibit F. Further information on Company’s general Data Request Policy and general Security Practices are available online at our Support page here.
4. EMAIL SENDING, SPAM, UNSUBSCRIBE AND BOUNCE MANAGEMENT
4.1 Customer agrees that in order to perform its Services under this Agreement, Company will, as requested, send emails to Customer’s contacts on Customer’s behalf as part of the Event Management (invite) procedures carried out by Customer’s Authorized Users. Company maintains a strict anti-Spam policy for all emails sent through its platform to maintain its adherence to the CAN-SPAM Act. This policy requires and Customer acknowledges and agrees that using Company’s platform to send communications in contravention of the CAN-SPAM Act, or consistently to send emails to bad, unknown, blocked or otherwise unavailable email addresses is detrimental to Company’s and Customer’s business and reputation and Company works close with all its customers to prevent same. Customer further acknowledges and agrees:
a) That all Customer’s Authorized Users agree, prior to upload, that they have explicit permission from any contact(s) uploaded to the Event Organization’s contact database to send those contacts email communications regarding events being managed or organized by the Customer’s Event Organization.
b) That Customer and all Customer’s Authorized Users will not use Company’s platform to send unsolicited commercial email not connected to invites or information regarding events being managed or organized by Customer’s Event Organization.
c) That Company monitors the bounce rate of every email sent and will independently mark as ‘Do Not Email’ and refuse to send further email to any contact from Customer’s Event Organization Contact Database immediately which bounces permanently or after three Transient Bounces, as reported to Company by our third party email delivery suppliers.
d) That every email sent to Customer’s contacts via Company’s platform will contain an unremovable ‘unsubscribe’ link allowing recipient to unsubscribe either from i) the specific event referenced in the email or ii) any further emails referencing any events organized by the Customer’s Event Organization in the future. (In such cases, contact will be marked by Company in Customer’s contact database as ‘Do Not Email’).
e) That Company provides a mechanism for re-subscribing Blocked, Permanent Bounced or Unsubscribed contacts which requires Company’s Authorized User to send a Company-generated re-subscribe request link via a non-Seatrobot email system
5. PAYMENT OF FEES
5.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
6. TERM AND TERMINATION
6.1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in any attached Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
6.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of fourteen (14) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. Current information on our Data Retention Policies is available online at out Info & Support Center at https://seatrobot.atlassian.net/servicedesk/customer/portal/2. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. WARRANTY AND DISCLAIMER
7.1 LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. SEATROBOT TICKETING
8.1 SEATROBOT TICKETING SETUP
The ability to use the Seatrobot platform to sell tickets to Events created through Customer's account is an additional feature which may incur a separate Setup Fee in addition to Customer's base SAAS Agreement. Seatrobot has selected Stripe, Inc for all credit card processing. In order to complete the setup for Seatrobot Ticketing Customer must establish their own Stripe subscriber account, setup access to which is available via Customer's Org-Details account page in Customer's Seatrobot account.
8.2 TICKET FEES
Seatrobot's payment processor deducts fees for credit card processing, These fees are available at Stripe.com
Seatrobot charges fees for tickets ('Seatrobot Ticket Fees') for events sold through Customer's account. These fees include but may not be limited to: a base charge per ticket sold and a fee per ticket sold calculated as a percentage of the ticket face value. Seatrobot reserves to right to alter Seatrobot Fees at its discretion. Currently prevailing Seatrobot Fees and terms and conditions are kept up to date and available for view here.
8.3 REFUNDS a. Chargebacks: Customer shall be responsible for any Chargebacks Seatrobot receives from its merchant bank in connection with Events. Seatrobot reserves the right to hold any Account Balance due, deduct Chargebacks from Settlements or to bill partner for up to twelve (12) months after the occurrence of an Event. For purposes of the Agreement, “Chargebacks” shall mean cardholder dispute, fraud, declined transaction, returned Tickets or Cancelled Events, etc. For certain continuing Events, Company reserves the right to 5% of all Settlements as a reserve against chargebacks up to but not exceeding six (6) months following the date of such Event. Company will notify Customer if Company will hold any Settlement amounts as a chargeback reserve at the time the respective Event is created in the Seatrobot System and tickets are available for sale. You agree that you will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner with regard to tickets you purchased. Without limiting the generality of the foregoing, you will not contact us to seek a refund or exchange from us when we are prohibited from providing one by its clients, and you will not dispute or otherwise seek a “chargeback” from the company whose credit card you used to purchase tickets from the Site. Should you do so, your tickets may be canceled, and we may, in our sole discretion, refuse to honor pending and future ticket purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit all persons in whose name the credit card accounts exist and any person who accesses any associated online account or credit card or who otherwise breaches this provision from using the platform. c. Insolvency; Security for Repayment: Customer shall provide immediate written notice to Company in the event it files any voluntary or involuntary petition under the bankruptcy or insolvency laws or upon any appointment of a receiver for all or any portion of Customer's business or the assignment of all or substantially all of the assets of Customer for the benefit of creditors. The parties agree that the Agreement constitutes a financial accommodation by Company to Customer as such term is utilized in 11 U.S.C art. 365. d. Other: Customer may authorize Company to grant refunds for any other reason. Company in its sole discretion, may effectuate such a refund and in such event Company may deduct the amounts for such refunds from Settlement. e. Taxes. Customer is responsible for all taxes, including any city, county, state or federal taxes related to the sale of Tickets, but not including that portion of Seatrobot Fees retained by Company. Partner is solely responsible for including all applicable taxes in the Ticket Price and for remitting appropriate taxes to the proper tax authorities.
9.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
10.1 Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. Customer may send us an email to firstname.lastname@example.org stating that it does not wish to be used as a reference.
11. ONLINE ACCESS TO TERMS
11.1 Customer acknowledges that it may access the latest versions of all Company’s Customer and User terms and Conditions, legal supplements and technical, data and privacy Policies at Company’s Support website here.