Terms of Service

Welcome to Event Hut! We are an Event Organization platform dedicated helping organize events. Through our platform, mobile apps and services, we enable people all over the world to create, discover, share and register for events.

The following additional terms and conditions (“Terms of Service”) apply to the Services to be delivered by Entangle Media, LLC., a Florida company (“Event Hut”) to the customer ordering the Services or identified in the Service Order (“Customer” or “you”).

1. DEFINED TERMS

The following words, when capitalized, have the meaning stated:

“Affiliate” means any legal entity that a party owns, that owns a party, or that is under its common ownership. “Ownership” means, for the purposes of this definition, control of more than a fifty percent interest in an entity.

“Agreement” means, collectively, the Service Order, these Terms of Service, and each of the other documents reference in these Terms of Service.

“Business Day” means Monday through Friday, excluding public holidays, in the country whose laws govern the Agreement.

“Confidential Information” means non-public information disclosed by one party to the other in any form that (i) is designated as “Confidential”; (ii) a reasonable person knows or reasonably should understand to be confidential; or (iii) includes either party’s products, customers, marketing and promotions, know-how, or the negotiated terms of the Agreement; and which is not independently developed by the other party without reference to the other’s Confidential Information or otherwise known to the other party on a non-confidential basis prior to disclosure.

“Dashboard” means the customer portal accessible to Customer containing, among other information, the pricing terms applicable to Customer’s use of the Services and users designated to receive support.

“Customer Configuration” means an information technology system which is the subject of the Services or to which the Services relate.

“Customer Data” means all data which you receive, store, or transmit on or using the Customer Configuration.

“Deliverables” means the tangible or intangible materials which are prepared for your use in the course of performing the Services and that are specifically identified in a Service Order as Deliverables and described therein.

“Intellectual Property” means patents, copyrights, trademarks, trade secrets, and any other proprietary intellectual property rights.

“Event Hut Configuration Requirements” means those specifications identified by Event Hut as required to perform the Services, such as a required reference architecture or software version as described in your Service Order or Terms of Service.

“Representatives” means a party’s respective service providers, officers, directors, employees, contractors, Affiliates, suppliers, agents.

“Users” means Organizers, Volunteers, Participants/Attendees and other visitors and browsers of the Services collectively as “Users” or “you.” Through the Services, Event Hut provides a simple and quick means for registered users who are event organizers, planners and charitable organizations (“Organizers”) to create event registration, speaker profile, organizer profile, fundraising and other web pages related to their events, to promote those pages and events to visitors or browsers on the Services and to sell tickets and registrations (or issue free registrations), solicit donations and sell merchandise related to those events to users who wish to make purchases, registrations or donations from or to such events (including to free events) (“Attendees”).

“Sensitive Data” means any: (i) personally identifiable information or information that is referred to as personal data (including sensitive personal data), PII (or other like term) under applicable data protection or privacy law and includes information that by itself or combined with other information can be used to identify a person, (ii) trade secrets, (iii) financial records (iv) other sensitive, regulated, or confidential information.

“Services” or “Event Hut Services” means the Event Hut services identified in a specific Service Order. Services which are provided on an on-going basis over a defined term are referred to as “Recurring Service” and Services which are provided on a one-off basis are referred to as “One Time Services”. Event Hut’s websites and domains, including www.EventHut.com, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our “Site”), all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces), and all of our free mobile applications, including without limitation, the Event Hut app (collectively, the “Applications”) are offered, maintained and provided by Event Hut. We refer to all of these as our “Services.”

“SLA” means any provision providing a specified credit remedy for an identified failure to deliver or provide the Services to the identified standard.

“Service Order” means the document which describes the Services you are purchasing, including any online order, process, or tool through which you request or provision Services.

2. EVENT HUT SERVICES; CREDITS

2.1 General. Event Hut will provide the Services in accordance with the Agreement and all laws applicable to Event Hut. Event Hut’s obligation to provide Services is contingent on verification that you at all times satisfy Event Hut’s credit approval criteria. Event Hut shall have no obligation to provide Services for Customer Configurations which do not meet the Event Hut Configuration Requirements. Event Hut will provide support only to those individuals designated in the Dashboard and is not required to provide any support directly to your end users.

2.2 Service Level Agreement. Event Hut guarantees that the Services (meaning any or all of SMTP, SMS and Outbound Delivery services) will be available 99.99% of the time in any given monthly billing period, excluding maintenance. You are entitled to a credit of 5% of your given monthly fee for the Services for each 30 minutes of Event Hut Service unavailability (after the first .01%) in a given monthly period.

2.3 Credit Limitations. You are not entitled to a credit if you are in breach of the terms governing your use of the Services until you have cured the breach. You are not entitled to a credit if downtime would not have occurred but for your breach of these Terms of Service, including violation of the AUP (referenced below). You are not entitled to a credit for downtime or outages resulting from denial of service attacks, virus activity, hacking attempts, or any other circumstances that are not within our control. In addition, to receive a credit, you must request a credit by creating a support ticket in the Event Hut Dashboard or emailing us as support@eventhut.com within thirty (30) days following the end of the downtime. You must show that your use of the Services was adversely affected in some way as a result of the downtime to be eligible for the credit. Notwithstanding anything in these Terms of Service to the contrary, the maximum total credit for the monthly billing period, including all guaranties, shall not exceed 100% of the fees for that billing period. Credits that would be available but for this limitation will not be carried forward to future billing periods.

2.4 Delivery & Filtering. Event Hut will use commercially reasonable efforts to deliver your email messages, but Event Hut does not guarantee delivery. Third party filtering services and other policies of recipient email services may prevent successful delivery of your messages. While the Event Hut Service does provide some email filtering services designed to filter spam it does not provide virus scanning and Event Hut recommends that you employ additional security measures to protect against spam, email phishing attempts and email infected with viruses. You acknowledge that the limitations of the filtering service will likely result in the capture of some legitimate email and the failure to capture some unwanted email, including email infected with viruses. Event Hut is not responsible for any damages arising from the failure of the Event Hut Service’s filtering services to filter unwanted email or from the capture of legitimate email, or from a failure of your email to reach its intended recipient.

2.5 Unsupported & Test Services. Event Hut may designate Services as non-standard”, “reasonable endeavours” or “best efforts”, or with like designation (collectively “Unsupported Services”). Event Hut makes no representation or warranty with respect to Unsupported Services except that it will use good faith efforts as may be expected of technicians having generalized knowledge and training in information technology systems. Event Hut shall not be liable to you for any loss or damage arising from the provision of Unsupported Services and SLAs shall not apply to Unsupported Services, or any other aspect of the Customer Configuration that is adversely affected by Unsupported Services.

3. CUSTOMER OBLIGATIONS

3.1 Generally. You may use the Services for commercial purposes only and may not use the Services in any situation where failure or fault of the Services or the Customer Configuration could lead to death or serious bodily injury of any person or physical or environmental damage. You will enable Event Hut’s reasonable method for access to the Customer Configuration for the purpose of performing the Services and invoicing. You must cooperate with Event Hut’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement. You are responsible for keeping your account permissions, billing, and other account information up to date. You agree that your use of any Customer Configuration provided by Event Hut will comply with the Acceptable Use Policy (the “AUP”) located at Section 21 below. You agree that you are solely responsible for the suitability of the Services and your compliance with any applicable laws, including export laws and data privacy laws.

3.2 Documentation. You agree that Event Hut may establish new procedures for your use of the Services as Event Hut deems necessary for the optimal performance of the Services. An individual email message may not exceed the per-message size limit (including attachments) of 25MB or it may be permanently lost.

3.3 Suspension of Services. Event Hut may suspend the Services without liability if: (i) Event Hut reasonably believes that the Services are being used in violation of the Agreement; (ii) you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement; (iii) there is an attack on the Services or your Services are accessed or manipulated by a third party without your consent, (iv) Event Hut is required by law or by a regulatory or government body to suspend the Services, or (v) there is another event for which Event Hut reasonably believes that the suspension of the Services is necessary to protect the Event Hut network or our other customers. You agree that if the Services are reinstated after a suspension for non-payment or for your breach of the Agreement (including the AUP), you will pay a reinstatement fee of $100.

4. SECURITY

4.1 Generally. You must use reasonable security precautions in connection with your use of the Services, including appropriately securing and encrypting Sensitive Data stored on or transmitted using the Customer Configuration. Customer Data is, and at all times shall remain, your exclusive property. Event Hut will not use or disclose Customer Data except as materially required to perform the Services or as required by law.

4.2 Content Privacy. You acknowledge and understand that the Services include the transmission of unencrypted email in plain text over the public internet. You are responsible for encrypting any sensitive data you use in conjunction with the Services. Email sent using the Services may be unsecured, may be intercepted by other users of the public internet, and may be stored and disclosed by third parties (such as a recipient’s email service provider). Although Services include support for TLS, content may be transmitted even if the recipient does not also support TLS, resulting in an unencrypted transmission.

5. INTELLECTUAL PROPERTY

5.1 Pre-Existing. Each party shall retain exclusive ownership of Intellectual Property created, authored, or invented by it prior to the commencement of the Services. If you provide Event Hut with your pre-existing Intellectual Property (“Customer IP”), then you hereby grant to Event Hut, during the term of the applicable Service Order, a limited, worldwide, non-transferable, royalty-free, right and license (with right of sub-license where required to perform the Services) to use the Customer IP solely for the purpose of providing the Services. You represent and warrant that you have all rights in the Customer IP necessary to grant this license, and that Event Hut’s use of such Customer IP shall not infringe on the Intellectual Property rights of any third party.

5.2 Created by Event Hut. Unless otherwise specifically stated in the applicable Service Order, and excluding any Customer IP, Event Hut shall own all Intellectual Property created as part of providing the Services or contained in the Deliverables. Unless otherwise specifically stated in the Agreement, and subject to your payment in full for the applicable Services, Event Hut grants to you a limited, non-exclusive, non-transferable, royalty-free right and license (without the right to sublicense) to use any Deliverables, and during the term of the Service Order any Intellectual Property (excluding any Third Party Software and any Open Source Software), provided to you by Event Hut as part of the Services for your internal use as necessary for you to enjoy the benefit of the Services.

5.3 Open Source. In the event Event Hut distributes any open source software to you as part of the Services (for example Linux, OpenStack, and software licensed under the Apache, GPL, MIT or other open source licenses, collectively “Open Source Software”) then such Open Source Software is subject to the terms of the applicable open source license. To the extent there is a conflict with these Terms of Service, the terms of the applicable open source license shall control.

5.4 Third Party Software. Event Hut may provide third party software for your use as part of the Services or to assist in our delivery of the Services (“Third Party Software”). Unless otherwise permitted by the terms of the applicable license you may not (i) assign, grant or transfer any interest in the Third Party Software to another individual or entity, (ii) reverse engineer, decompile, copy or modify the Third Party Software, (iii) modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Third Party Software, or (iv) exercise any of the reserved Intellectual Property rights provided under the laws governing this Agreement. You may only use Third Party Software provided for your use as part of the Services (identified on the Service Order) on the Customer Configuration on which it was originally installed, subject to any additional restrictions identified in these Terms of Service or Service Order. You are prohibited from using Third Party Software which Event Hut installs in order to assist our delivery of the Services. Upon termination of the Service Order, you will permit removal of the Third Party Software. Event Hut makes no representation or warranty regarding Third Party Software except that Event Hut has the right to use or provide the Third Party Software and that Event Hut is in material compliance with the applicable license.

5.5 Infringement. If the delivery of the Services infringes the intellectual property rights of a third party and Event Hut determines that it is not reasonably or commercially practicable to obtain the right to use the infringing element, or modify the Services or Deliverable such that they do not infringe, then Event Hut may terminate the Service Order on ninety days’ notice and will not have any liability on account of such termination except to refund amounts paid for unused Services (prorated as to portions of Deliverables deemed infringing).

6. FEES

6.1 Fees. You agree to pay to Event Hut the fees for the Services based on the rates and charges set forth in your Dashboard or Service Order, as applicable. Fees are due within thirty days from the invoice date. If you have arranged for payment by credit card, Event Hut may charge your card or account on or after the invoice date. If your undisputed payment is fifteen days or more late Event Hut may suspend the Services and any other services you receive from Event Hut on written notice. Event Hut shall undertake collection efforts prior to suspension. Invoices that are not disputed within one hundred and twenty days of the invoice date are conclusively deemed accurate. Fees must be paid in the currency identified in your Dashboard or Service Order, as applicable. You are solely responsible for all wire transfer and other bank fees associated with the delivery of payments to Event Hut. Event Hut may charge interest on overdue amounts at the greater of 1.5% per month or the maximum legal rate, and may charge you for any cost or expense arising out of our collection efforts.

6.2 Fee Increases. Event Hut may revise the pricing terms that apply to your use of the Services at any time by providing you with notice pursuant to Section 12 of these Terms of Service. With respect to Customers that are not party to a then-effective Service Order, such rate changes will be effective immediately upon the posting of an update to your Dashboard or via an email as set within your account settings. With respect to Customers that are party to a then-effective Service Order, the revised rates, charges and fees assessed to you for Services under such Service Order will not become effective until the commencement of the next renewal term of such Service Order. With respect to Customers that are party to a then-effective Service Order, unless otherwise expressly provided in a notice provided by Event Hut pursuant to this Section 6.2, the rates and charges set forth in a Service Order will increase automatically by nine percent (9%) (as compared to the rates and charges in effect for the immediately preceding term) effective upon the commencement of each renewal term (and the Service Order will be deemed amended to reflect such increased rates and charges). If at any time during either an initial or renewal term of a Service Order a third party license provider directly or indirectly increases the fee they charge Event Hut for your use of Third Party Software, Event Hut may increase your fees by the same percentage amount on ninety (90) days’ advance written notice.

6.3 Taxes. All amounts due to Event Hut under the Agreement are exclusive of any value added, goods and services, sales, use, property, excise and like taxes, import duties and/or applicable levies (collectively, “Tax”). You must pay Event Hut the Tax that is due or provide Event Hut with satisfactory evidence of your exemption from the Tax in advance of invoicing. You must provide Event Hut with accurate and adequate documentation sufficient to permit Event Hut determine if any Tax is due. All payments to Event Hut shall be made without any withholding or deduction for any taxes except for withholding (or similar) taxes imposed on income that may be attributable to Event Hut in connection with its provision of the Services that you are legally required to withhold and remit to the applicable governmental or taxing authority (“Local Withholding Taxes”). You agree to timely provide Event Hut with accurate factual information and documentation of your payment of any such Local Withholding Taxes. Event Hut shall remit such cost to you in the form of a credit on your outstanding account balance following receipt of sufficient evidence of payment of any such Local Withholding Taxes.

6.4 Reimbursement for Expenses. Unless otherwise agreed in the Service Order or otherwise provided for in the Dashboard, if any of the Services are performed at your premises you agree to reimburse Event Hut for the actual substantiated out-of-pocket expenses of its Representatives.

7. DISCLAIMERS

7.1 Event Hut makes no commitment to provide any services other than the Services stated in the Service Order. Event Hut is not responsible to you or any third party for unauthorized access to your Customer Data or for unauthorized use of the Services that is not solely caused by Event Hut’s failure to meet its security obligations in Section 4 (Security).

7.2 At your request Event Hut may provide services that are not required by the Agreement, any such services shall be provided AS-IS with no warranty whatsoever.

7.3 Event Hut and its Representatives disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law including implied warranties such as merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

7.4 Event Hut makes no representation or warranty whatsoever regarding Open Source Software or with regard to any third party products or services which Event Hut may recommend for your consideration.

7.5 EVENT HUT PROVIDES OUR SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE AND WE TRY TO KEEP EVENT HUT UP, BUG-FREE AND SAFE. BUT THERE ARE CERTAIN THINGS THAT WE DON’T PROMISE ABOUT OUR SERVICES AND YOU USE THE SERVICES AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EVENT HUT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF EXAMPLE, EVENT HUT MAKES NO WARRANTY THAT (A) THE SERVICES (OR ANY PORTION OF THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT EVENT HUT HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING ATTENDEES’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS OR THE ABILITY OF ANY USER (INCLUDING ATTENDEES AND ORGANIZERS) TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION AND EVENT HUT IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND EVENT HUT HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES.

7.6 NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. TERM AND TERMINATION

8.1 Term. The Agreement shall continue until terminated in accordance with its terms or the termination of the final Service Order, whichever is the later. Unless otherwise stated in the applicable Service Order, each Service Order has an initial 30-day term and shall automatically renew on initial term expiry on a rolling thirty day basis unless either party provides the other with written notice of non-renewal at least thirty days prior to the expiration of the then current term.

8.2 Termination for Convenience. For Recurring Services, unless otherwise stated in the Agreement, you may terminate all or part of any Service Order for convenience at any time by giving Event Hut at least ninety days advance written notice; subject to an early termination fee equal to the monthly recurring fee times the number of months remaining in the then current term of the Service Order for the Services that have been terminated.

8.3 Termination for Cause. Either party may terminate the Agreement or the affected Service Order(s) for cause on written notice if the other party materially breaches the Agreement and, where the breach is remediable, does not remedy the breach within thirty days of the non-breaching party’s written notice describing the breach.

8.3.1 If following suspension of your Services for non-payment your payment of any invoiced undisputed amount remains overdue for a further ten days, Event Hut may terminate the Agreement or the applicable Service Order(s) for breach on written notice.

8.3.2 Either of us may terminate the Agreement and the Service Order(s) on written notice if the other enters into compulsory or voluntary liquidation, or ceases for any reason to carry on business, or takes or suffers any similar action which the other party reasonably believes means that it may be unable to pay its debts. Notwithstanding anything to the contrary in the Agreement, the fees for the Services shall become due immediately on such an occurrence.

9. CONFIDENTIAL INFORMATION

9.1 Generally. Each party agrees not to use the other’s Confidential Information except in connection with the performance or use of the Services, the exercise of its legal rights under this Agreement, or as required by law, and will use reasonable care to protect Confidential Information from unauthorized disclosure. Each party agrees not to disclose the other’s Confidential Information to any third party except: (i) to its Representatives, provided that such Representatives agree to confidentiality measures that are at least as stringent as those stated in these Terms of Service; (ii) as required by law; or (iii) in response to a subpoena or court order or other compulsory legal process, provided that the party subject to such process shall give the other written notice of at least seven days prior to disclosing Confidential Information unless the law forbids such notice.

9.2 Routing Data. Your email messages and other items sent or received via the mail service will include information that is created by the systems and networks that are used to create and transmit the message including information such as server hostnames, IP addresses, timestamps, mail queue file identifiers, and spam filtering information (“message routing data”). You agree that Event Hut may view and use the message routing data for our general business purposes, including maintaining and improving security, improving our services, and developing products. In addition, you agree that Event Hut may disclose message routing data to third parties in aggregate statistical form, provided that Event Hut does not include any information that could be used to identify you.

9.3 Usage Data. Event Hut collects and stores information related to your use of the Services, such as use of the Website, SMTP, SMS and filtering choices and usage. You agree that Event Hut may use this information for our general business purposes and may disclose the information to third parties in aggregate statistical form, provided that Event Hut does not include any information that could be used to identify you.

10. LIMITATIONS ON DAMAGES

10.1 Direct Damages. Notwithstanding anything in the Agreement to the contrary, except for liability arising from death or personal injury caused by negligence, willful misconduct, fraudulent misrepresentation or any other loss or damages for which such limitation is expressly prohibited by applicable law, the maximum aggregate monetary liability of Event Hut and any of its Representatives in connection with the Services or the Agreement under any theory of law shall not exceed the total amount paid for the Services that are the subject of the claim in the twelve months immediately preceding the event(s) that gave rise to the claim.

10.2 Indirect Damages. Neither party (nor any of our Representatives) is liable to the other for any indirect, special, incidental, exemplary or consequential loss or damages of any kind. Neither of us is liable for any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages or for any loss of profits, data, revenue, business opportunities, customers, contracts, goodwill or reputation.

10.3 SLA Credits. The credits stated in any applicable SLA are your sole and exclusive remedy for Event Hut’s failure to meet those guarantees for which credits are provided. The maximum total credit(s) for failure to meet any applicable SLA for any calendar month shall not exceed one hundred percent of the then current monthly recurring fee for the Services. Credits that would be available but for this limitation will not be carried forward to future months. You are not entitled to a credit if you are in breach of the Agreement at the time of the occurrence of the event giving rise to the credit until you have remedied the breach. No credit will be due if the credit would not have accrued but for your action or omission.

10.4 TO THE EXTENT PERMITTED BY APPLICABLE LAWS, EVENT HUT, AND ITS AFFILIATES AND SUBSIDIARIES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, LICENSORS, PAYMENT PROCESSING PARTNERS, OTHER PARTNERS, EMPLOYEES AND ANY APPLICABLE CARD SCHEMES, SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE TERMS OF USE, THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EVENT HUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (C) ANY OF YOUR CONTENT (AS DEFINED IN THE TERMS OF USE) OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES, OR (D) ANY MATTERS BEYOND EVENT HUT’S REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF EVENT HUT TO PAY OUT EVENT REGISTRATION FEES TO CERTAIN ORGANIZERS UNDER THE MERCHANT AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF EVENT HUT, ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE TERMS OF USE, THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, SHALL BE LIMITED TO (I) FOR ORGANIZERS OF EVENTS WITH PAID TICKETS OR REGISTRATIONS, AND SUBJECT TO THE TERMS OF THE MERCHANT AGREEMENT, THE FEES (NET OF EVENT HUT PAYMENT PROCESSING FEES) THAT YOU PAID US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; AND (II) FOR ORGANIZERS OF EVENTS WITH FREE TICKETS ONLY, ATTENDEES AND OTHER USERS, EITHER (1) THE TOTAL AMOUNT OF ALL TICKETS OR REGISTRATIONS THAT YOU PURCHASED OR MADE THROUGH THE SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; OR (2) IF YOU MADE NO SUCH PURCHASES, ONE HUNDRED U.S. DOLLARS (US$100).

10.5 NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. INDEMNIFICATION

11.1 If Event Hut, its Affiliates, or any of its or their Representatives (the “Indemnitees”) is faced with a legal claim by a third party arising out of your actual or alleged: willful misconduct, breach of applicable law, failure to meet the security obligations required by the Agreement, breach of your agreement with your customers or end users, violation of the AUP, or your breach of Section 5 (Intellectual Property) then you will pay the cost of defending the claim (including reasonable legal fees) and any damages award, fine or other penalty that is imposed on the Indemnitees as a result of the claim. Your obligations under this Section include claims arising out of the acts or omissions of your employees or agents, any other person to whom you have given access to the Customer Configuration, and any person who gains access to the Customer Configuration as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you.

11.2 You agree to defend, indemnify and hold Event Hut, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your breach of these Terms of Service, including, without limitation the Terms of Use, the Merchant Agreement and any other part of these Terms of Service; (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; or (d) in the case of Organizers, your events or the fact that Event Hut was providing Services with respect to those events, provided that in the case of (d), this indemnification shall not apply to the extent that the Claim arises out of Event Hut’s gross negligence or willful misconduct. Event Hut shall provide notice to you of any such Claim, provided that the failure or delay by Event Hut in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.

11.3 Event Hut will choose legal counsel to defend the claim, provided that the choice is reasonable and is communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. Event Hut may not settle the claim without your consent, which may not be unreasonably withheld, delayed or conditioned. You must pay costs and expenses due under this Section as Event Hut incurs them.

11.4 Event Hut provides a marketplace in which Participants/Attendees and Organizers can transact. However, Event Hut could not function if it were held responsible for the actions or inactions of different Attendees, Organizers and/or third parties both on and off the Services. Therefore, as an inducement to Event Hut permitting you to access and use the Services, you hereby agree to release Event Hut, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance:

11.5 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."

12. NOTICES

Your routine communications to Event Hut regarding the Services should be sent to your account team using the Dashboard. To give a notice regarding termination of the Agreement for breach, indemnification, or other legal matter, you must send it by electronic mail and first-class post to:

Event Hut

309 State Street East,Suite 204, Oldsmar FL 34677

Event Hut’s routine communications regarding the Services and legal notices will be posted on the Dashboard or sent by email or post to the individual(s) you designate as your contact(s) on your account. Notices are deemed received as of the time posted or delivered, or if that time does not fall within a Business Day, as of the beginning of the first Business Day following the time posted or delivered. For purposes of counting days for notice periods, the Business Day on which the notice is deemed received counts as the first day. Notices must be given in the English language.

13. PUBLICITY, USE OF MARKS

Unless otherwise agreed in the Service Order, you agree that Event Hut may publicly disclose that it is providing Services to you and may use your name and logo to identify you in promotional materials, including press releases. You may not issue any press release or publicity regarding the Agreement, use the Event Hut name or logo or other identifying indicia, or publicly disclose that it is using the Services without Event Hut’s prior written consent.

14. ASSIGNMENT/SUBCONTRACTORS

Neither party may assign the Agreement or any Service Orders without the prior written consent of the other party except to an Affiliate or successor as part of a corporate reorganization or a sale of some or all of its business, provided the assigning party notifies the other party of such change of control. Event Hut may use its Affiliates or subcontractors to perform all or any part of the Services, but Event Hut remains responsible under the Agreement for work performed by its Affiliates and subcontractors to the same extent as if Event Hut performed the Services itself. You acknowledge and agree that Event Hut Affiliates and subcontractors may be based outside of the geographic jurisdiction in which you have chosen to store Customer Data and if legally required the parties will enter into good faith negotiations of such agreements as are necessary in order to legitimize the transfer of Customer Data.

15. FORCE MAJEURE

Neither party will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond its control, such as significant failure of a part of the power grid, failure of the Internet, natural disaster or weather event, war, riot, insurrection, epidemic, strikes or labor action, terrorism, or other events beyond such party’s reasonable control.

16. GOVERNING LAW

16.1 The Agreement is governed by the laws of the State of Florida, USA, exclusive of any choice of law principle that would require the application of the law of a different jurisdiction, and the laws of the United States of America including the Federal Arbitration Act, 9 U.S.C. §1, et seq. Any dispute or claim relating to or arising out of the Agreement shall be submitted to binding arbitration. The arbitration shall be conducted in the state and county (or equivalent geographic location) of the non-asserting party’s principal business offices in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time the dispute or claim arose. The arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce an arbitration award. Neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Either party shall be permitted to appeal the final award under the AAA’s Optional Appellate Arbitration Rules in effect at the time the dispute or claim arose. Grounds for vacating the award shall include, in addition to those enumerated under the Federal Arbitration Act, that the arbitrator committed errors of law that are material and prejudicial. The appeal shall be determined upon the written documents submitted by the parties, with no oral argument. After the appellate rights described herein have been exercised or waived, the parties shall have no further right to challenge the award.

16.2 Notwithstanding the exclusive jurisdiction provision above, you agree that Event Hut may seek to enforce any judgment anywhere in the world where you may have assets. No claim may be brought as a class or collective action, nor may you assert such a claim as a member of a class or collective action that is brought by another claimant. Each of us agrees that Event Hut will not bring a claim under the Agreement more than two years after the time that the claim accrued. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.

16.3 The prevailing party in any action or proceeding relating to this Agreement shall be entitled to recover reasonable legal fees and costs, including attorney’s fees.

17. NO CLASS ACTIONS

YOU AND EVENT HUT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.

18. PATENTS; COPYRIGHTS

A number of issued patents and patents pending apply to the Services. The Content (as defined in the Terms of Use) of the Services is also protected by copyrights owned by Event Hut and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.

19. TRADEMARKS

The trademarks, service marks and logos of Event Hut (the “Event Hut Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Event Hut. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with Event Hut Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Event Hut specific for each such use. The Trademarks may not be used to disparage Event Hut, any third party or Event Hut’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Event Hut approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Event Hut Trademark shall inure to Event Hut’s benefit.

20. BINDING AGREEMENT

You agree to these Terms of Service and you enter into a binding contract with Event Hut either when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons, or if you are an unregistered Attendee, when you purchase a ticket to or register for an event (including free events) or purchase merchandise, a service or make a donation related to an event, in each case by clicking “Pay Now,” “Register Now,” “Buy Now” or similar buttons, or in accordance with Section 3.2 below. If you are not a registered user or an unregistered Attendee, you agree to these Terms of Service and you enter into a binding contract with Event Hut by downloading Applications or using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.

21. ACCEPTABLE USE POLICY (AUP)

21.1 This Acceptable Use Policy (“AUP”) describes activities that are not allowed in connection with your use of the Event Hut Services. The AUP is incorporated by reference in your Agreement with Event Hut.

21.2 You may not use Event Hut’s network or Services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including:

  • Any activity or conduct that is likely to be in breach of any applicable laws, codes or regulations, including data protection and privacy laws and laws relating to unsolicited commercial electronic messages;

  • Use of an internet account or computer without the owner’s authorization;

  • Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;

  • Monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;

  • Introducing intentionally, knowingly or recklessly, any virus or other contaminating code into the Services;

  • Collecting or using information, including email addresses, screen names or other identifiers, by deceit, (such as, phishing, Internet scamming, password robbery, spidering, and harvesting);

  • Use of any false, misleading, or deceptive TCP-IP packet header information in an email or a newsgroup posting;

  • Distributing software that covertly gathers or transmits information about a user;

  • Distributing advertisement delivery software unless: (i) the user affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (ii) the software is easily removable by use of standard tools for such purpose included on major operating systems (such as Microsoft’s “add/remove” tool);

  • Any conduct that is likely to result in retaliation against the Event Hut network or website, or Event Hut’s employees, officers or other agents, including engaging in behavior that results in any server being the target of a denial of service attack (DoS);

  • Any activity intended to withhold or cloak identity or contact information, including the omission, deletion, forgery or misreporting of any transmission or identification information, such as return mailing and IP addresses;

  • Interference with service to any user of the Event Hut or other network including, without limitation, deliberate attempts to overload a system and broadcast attacks;

  • Any action which directly or indirectly results in any of our IP space being listed on any abuse database (i.e. Spamhaus);

  • Conducting any gambling activity in violation of any required licenses, codes of practice, or necessary technical standards required under the laws or regulations of any jurisdiction in which your site is hosted or accessed; or

  • Any action that is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to Event Hut.

21.3 You may not publish, transmit or store on or via the Services any content or links to any content that Event Hut reasonably believes:

  • Constitutes, depicts, fosters, promotes or relates in any manner to child pornography, bestiality, non-consensual sex acts, or otherwise unlawfully exploits persons under 18 years of age;

  • Publish, transmit or store any content or links to any content that is excessively violent, incites violence, threatens violence, contains harassing content or hate speech, creates a risk to a person’s safety or health, or public safety or health, compromises national security or interferes with an investigation by law enforcement;

  • Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;

  • Is defamatory or violates a person’s privacy; or

  • Is otherwise malicious, fraudulent, morally repugnant.

21.4 You may not attempt to probe, scan, penetrate or test the vulnerability of a Event Hut system or network, or to breach the Event Hut security or authentication measures, whether by passive or intrusive techniques.

22. MISCELLANEOUS

22.1 Some terms are incorporated into the Agreement by reference to pages on the Event Hut website and Event Hut may revise those terms from time to time (including these Terms of Service). Such revisions will be effective and supersede and form part of the Agreement as of the time (i) you enter into a new Service Order referencing the terms subject to the revisions or (ii) a Service Order automatically renews pursuant to the Agreement in which case you acknowledge that you have reviewed and accept the then-current version of the terms as of the date of the renewal. If there is a conflict between the terms of the Agreement, the documents will govern in the following order: the Service Order, then these Terms of Service. The headings or captions in the Agreement are for convenience only. If over time you enter into multiple Agreements for a given Customer Configuration (for example to add additional components or services) then the most recent terms referenced in the Service Order(s) will govern the entirety of the Services for the given Customer Configuration.

22.2 Unless otherwise expressly permitted in the Agreement the terms of the Agreement may be varied only by a written agreement signed by both parties that expressly refers to the Agreement. A Service Order may be amended to modify, add, or remove services by a formal written agreement signed by both parties, or by an exchange of correspondence (including via the Event Hut ticketing system or by sending an email to support@eventhut.com) that includes the express consent of an authorized individual for each of us. The pre-printed terms of your purchase order or other business form or terms that you provide shall be void and of no effect.

22.3 If any part of the Agreement is found unenforceable, the rest of the Agreement will continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable and give business efficacy to the Agreement. Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. The relationship between the parties is that of independent contractors and not business partners. Neither party is the agent for the other and neither party has the right to bind the other on any agreement with a third party. The use of the word “including” means “including without limitation”. Other than Representatives for the purposes of Sections 7, 10, & 11 or as otherwise specifically designated “Third Party Beneficiary” there are no third party beneficiaries to the Agreement.

22.4 If you have a question or concern about the Services, please contact us first by sending an email to support@eventhut.com. Our customer support team will try to answer your question or resolve your concern.

22.5 Please report any violations of these Terms of Service by sending an email to support@eventhut.com.

22.6 The following provisions in these Terms of Service shall survive expiration or termination of the Agreement: Intellectual Property, Confidential Information, Indemnification, Limitation on Damages, Governing Law, Notices, Miscellaneous, all terms of the Agreement requiring you to pay any fees for Services provided prior to the time of expiration or termination, or requiring you to pay an early termination fee, and any other provisions that by their nature are intended to survive expiration or termination of the Agreement.

22.7 The Agreement constitutes the complete and exclusive understanding between the parties regarding its subject matter and supersedes and replaces any prior or contemporaneous representation(s), agreement(s) or understanding(s), written or oral.

Last revised 12/19/22

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