SeatRobot Online Subscription Agreement: TERMS OF SERVICE
Updated on July 14th, 2015
This Agreement is a legal and binding instrument entered into as of the Effective Date by and between 13th&8th Software LLC and Customer. 13th&8th Software LLC reserves the right to amend this Agreement from time to time on notice to Customer. The most current version of this Agreement can be reviewed by clicking the "Terms of Service" hypertext link located on the www.seatrobot.com website and shall control if different than this Agreement.
1.1 Agreement means these Terms of Service as may be amended from time to time and any other documents incorporated by reference.
1.2 13th&8th Software LLC means the 13th&8th Software LLC entity set forth in Section 10 of this Agreement.
1.3 Confidential Information means any non-public information and/or materials provided by a party under this Agreement to the other party and reasonably understood to be confidential.
1.4 Customer means the legal entity or individual that enters into this Agreement.
1.5 Devices and Server(s) means the following for purposes of the Seatrobot service: (i) device is a physical or virtual machine including, but not limited to, computers, servers, printers, switches, IP phones and routers connected to a network; and (ii) server is a physical or virtual machine that shares resources (e.g., access to data files, programs and other peripheral devices) with other devices on a network.
1.6 Effective Date means the date of electronic acceptance of this Agreement by Customer.
1.7 My Account means Customer's specific pages within the Seatrobot website where Customer subscribes to the Services and provides Customer account information such as Registration Data and Payment Information. Customer may access its My Account page at any time and update certain account information.
1.8 Named Authorized User(s) ("NAU") means (i) those Customer-designated individuals who may access and use the Services in accordance with this Agreement. Each Named Authorized User must have a unique identifier (i.e., "Named User ID" as defined below). Customer-designated individuals may include, by way of example, employees, contractors, consultants and agents or third parties with which Customer transacts business as determined by Customer.
1.8.1 Named User ID means the unique identifier of each Customer-designated individual authorized to use the Services. A Named User ID may not be of a generic nature (e.g., firstname.lastname@example.org is a unique Named User ID; whereas email@example.com, firstname.lastname@example.org, email@example.com, etc., are examples of generic user identifiers).
1.9 Payment Information means limited Customer information related to billing and payment matters collected by 13th&8th Software LLC during the registration process. Such Payment Information may include a valid debit card or credit card number with available credit sufficient to pay the applicable Subscription Fees, an election of a preferred billing frequency, and other information as required by Citrix Online.
1.11 Registration Data means limited Customer information collected by 13th&8th Software LLC during the online registration process.
1.12 Services means 13th&8th Software LLC's online event and guest management products consisting of the services set forth in Section 2 of this Agreement and as subscribed to by Customer.
1.13 Subscription Fee means the fee for Customer's use of and access to the Services as subscribed to by Customer.
1.14 Term means the term of this Agreement commencing on the Effective Date and continuing until the expiration of all subscription period(s), including any renewal subscription period(s), for Services as stated on Customer's My Account page.
2.Description of Services. 13th&8th Software LLC's online event and guest management products include www.seatrobot.com as more fully described in subsection 2.1 immediately below. The selection(s) made and submitted by Customer during the online registration process will identify the specific Service(s) subscribed to by Customer hereunder and the number of Named Authorized Users for each Service, all of which shall be listed on Customer's My Account page within the SeatRobot website. Notwithstanding, this Agreement will apply to any Services subscribed to by Customer at any time on or after the Effective Date. The following describes the Services currently offered by 13th&8th Software LLC:
2.1 SeatRobot. By subscribing to www.seatrobot.com, Customer may access and use the SeatRobot online event and guest management application for the sole purpose of managing internal company events and communicating with third parties with whom Customer has an existing business relationship for the purpose of managing and attending such events.
2.2 If subsequent to subscribing to the SeatRobot services, Customer wishes to add the "Ticketing" function, Customer must sign a separate service agreement in conjunction with 13th&8th Software LLC and Stripe. These terms and consitions to not cover use of Stripe's services or the SEatRobot Ticketing function.
3.Online Registration. To subscribe to Services via the 13th&8th Software LLC websites, Customer must complete the online registration process, including Customer's electronic acceptance of this Agreement, and 13th&8th Software LLC must then accept such online registration. 13th&8th Software LLC may reject an online registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer's online registration is rejected by 13th&8th Software LLC, such potential Customer may submit a new online registration for re-evaluation by 13th&8th Software LLC.
3.1 Registration Data. All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. 13th&8th Software LLC reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete and/or not current at any time. Customer is hereby informed that Registration Data is subject to automatic processing by 13th&8th Software LLC for the purposes of managing Customer's account. Customer will have access to Registration Data and may update or correct it as necessary.
3.2 Account Password/Security. As part of the online registration process, Customer will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify 13th&8th Software LLC immediately of any unauthorized use of its account or any other breach of security. 13th&8th Software LLC shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by 13th&8th Software LLC and/or another party due to a third party using Customer's account or password.
3.3 Payment Information. All Payment Information provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Payment Information as necessary. In cases where Customer pays via credit or debit card, Customer hereby authorizes 13th&8th Software LLC, from time to time, to take steps to determine whether the debit card or credit card number provided is valid. 13th&8th Software LLC reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete and/or not current at any time. 13th&8th Software LLC shall not be responsible for any overdraft charge or other fees that may be incurred by 13th&8th Software LLC's use of Customer's debit card or credit card for payment hereunder.
3.4 Trial and Promotional Offers. From time to time, 13th&8th Software LLC may offer certain trial and/or promotional offers. 13th&8th Software LLC reserves the right to discontinue or modify coupons, credits, trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer. The details of any trial or promotional offers applicable to Customer shall be listed on Customer's My Account page.
4.Customer Rights and Restrictions.
4.1 Customer Access and Use. During the Term of this Agreement, and upon payment of all applicable Subscription Fees, Customer may access and use the Services pursuant to and in accordance with the provisions of this Agreement. 13th&8th Software LLC will enable Customer and its Named Authorized Users to access and utilize the Services as contemplated by the Agreement. Thereafter, Customer shall be solely responsible for selecting and managing its users and providing each of them with the information necessary for access to and use of the Services. Customer may reassign Named Authorized Users without incurring additional fees provided that the number of such Named Authorized Users, Devices and/or Server(s) does not exceed the maximum allowed in Customer's currently applicable subscription agreement. Customer may inform its users, customers and employees that the Services are powered by 13th&8th Software LLC and / or SeatRobot.
4.2 Reverse Engineering. Except to the extent permitted by law, Customer may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in connection with the Services and/or any other aspect of 13th&8th Software LLC's technology.
4.3 Abuse. Customer shall not access and/or engage in any use of the Services (i) in a manner that abuses or materially disrupts the networks, security systems, Services and/or websites of 13th&8th Software LLC and/or (ii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful.
4.4 Illegal Purposes. Customer shall not use the Services for fraudulent or illegal purposes. Furthermore Customer shall not use the Services to send unsolicited emails ("SPAM") or general marketing or solicitation materials not related to events being managed via the Services to individuals who do not have an existing business relationship with Customer.
4.5 Resale. Customer shall not market, offer to sell, sell and/or otherwise resell the Services to any third party.
4.6 No Representation by Customer. Neither Customer nor any of its Named Authorized Users, customers, employees or representatives shall make any representations with respect to 13th&8th Software LLC, the Services or this Agreement (including, without limitation, that 13th&8th Software LLC is a warrantor or co-seller of any of Customer's products and/or services).
4.7 Limited Grant of Rights. No other rights are granted hereunder to Customer except as expressly set forth in this Agreement.
5.Term and Termination.
5.1 Term. This Agreement shall commence on the Effective Date and continue for the Term.
5.2 Termination for Cause. 13th&8th Software LLC reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations under this Agreement.
5.3 Effect of Termination. Upon termination of this Agreement, Customer will immediately discontinue all access to and use of the Services and cease to represent in any form that it is a user of the Services. 13th&8th Software LLC will immediately disable Customer's account upon termination. Neither party shall be liable for any damages resulting from a termination of this Agreement in accordance with this Section 5.3; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.
6.Fees and Charges
6.1 Subscription Fees. Customer is responsible for all Subscription Fees, and hereby authorizes 13th&8th Software LLC to obtain payment of all such Subscription Fees in accordance with the Payment Information, as stated on Customer's My Account page. Customer shall also be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes based on 13th&8th Software LLC's net income. In the event Customer fails to satisfy its tax and/or duty obligations herein, Customer shall reimburse 13th&8th Software LLC upon demand for any taxes and/or duties paid on behalf of Customer and shall indemnify and hold 13th&8th Software LLC harmless against any claim and/or liability (including penalties) resulting from Customer's failure to pay such taxes and/or duties.
7.Confidential Information. Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any Confidential Information, of the other party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of the receiving party, (ii) is already lawfully in the receiving party's possession and not subject to a confidentiality obligation to the disclosing party, (iii) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving party supplies disclosing party with timely notice of such court order or subpoena. Furthermore, Customer will keep in confidence all passwords and/or other access information related to the Services.
8.DISCLAIMER OF WARRANTIES. Each party hereby warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY 13th&8th Software LLC ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS TO AND/OR USE OF THE 13th&8th Software LLC SeatRobot WEBSITES, LINKED SITES AND/OR OF THE SERVICES IS AT ITS SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, 13th&8th Software LLC EXPRESSLY DISCLAIMS AND CUSTOMER RECEIVES NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 13th&8th Software LLC MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE; NOR DOES 13th&8th Software LLC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM 13th&8th Software LLC OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
9.LIMITATION ON LIABILITY. IN NO EVENT SHALL 13th&8th Software LLC BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT OR WHETHER DIRECT OR INDIRECT, (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT 13th&8th Software LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, 13th&8th Software LLC'S LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
10.Contracting Party, Choice of Law and Location for Resolving Disputes. The 13th&8th Software LLC contracting entity under this Agreement, the applicable notice address, governing law and jurisdiction to resolve disputes (including non-contractual disputes and claims) is as follows: 13th&8th Software LLC 121 8th Avenue San Francisco, CA 94118, U.S.A. California and controlling United States federal law: San Francisco County, California, U.S.A
11.Additional Terms. 11.1 Relationship of the Parties. Customer and 13th&8th Software LLC are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
11.3 Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
11.4 Notice. 13th&8th Software LLC may provide Customer with notice via email, regular mail and/or postings on the SeatRobot website.
11.5 Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the Services under this Agreement. Notwithstanding the preceding sentence, 13th&8th Software LLC does not guarantee that the Services shall be appropriate and/or available for use in any particular location and Customer is responsible for compliance with local laws to the extent applicable. 13th&8th Software LLC reserves the right to modify the Services for any reason, without notice and without liability to Customer or any end user. Customer shall comply with all legal duties applicable to the Customer including obligations as data controller by virtue of Customer's role as event organizer and/or Named Authorized User. Notwithstanding any other provision in this Agreement, 13th&8th Software LLC shall have the right to terminate this Agreement immediately upon the determination by 13th&8th Software LLC that Customer is not in compliance with U.S. export laws or violates any government privacy and/or data protection laws.
11.7 No Waiver. The failure of either Customer or 13th&8th Software LLC in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
11.8 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect and the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.
11.9 No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
11.10 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.
11.11 Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.
11.12 Controlling Language. The English language version of this Agreement shall be the controlling version and is incorporated by reference into any translation of this Agreement. Any translation or other language version of this Agreement shall be provided for informational purposes only. Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any translation or other language version of this Agreement, the English-language version shall prevail.
11.13 References. Pronouns contained in this Agreement shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular.
11.14 Beta version. The terms of this subsection 11.14 shall only apply to Customer with respect to any "Beta" and "Sandbox" versions of any of the Services (the "Beta Services") made available to Customer for purposes of evaluation and feedback. Customer acknowledges that the Beta Service(s) Customer is evaluating may contain bugs, errors and other problems and is provided to Customer "as-is." Therefore, to the extent permitted by applicable law, 13th&8th Software LLC disclaims any warranty, condition and/or liability obligations to Customer of any kind with respect to the Beta Services. Customer further acknowledges the importance of communication between 13th&8th Software LLC and Customer during Customer's use of the Beta Services and participation in 13th&8th Software LLC's Beta program and hereby agrees to receive related correspondence and updates from 13th&8th Software LLC. In the event Customer requests to opt-out from such communications, Customer's participation in the 13th&8th Software LLC Beta program will be canceled. Customer also hereby acknowledges that 13th&8th Software LLC has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that 13th&8th Software LLC has no express or implied obligation to Customer to announce or introduce the Beta Services. During the 13th&8th Software LLC Beta program, Customer will be asked to provide feedback regarding Customer's use of the Beta Service(s) and Customer hereby grants to 13th&8th Software LLC a perpetual, royalty-free worldwide license to use and/or incorporate such feedback into any 13th&8th Software LLC product or service (including the Beta Services) at any time at the sole discretion of 13th&8th Software LLC. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict.