As of June 25, 2024, our Terms of Use have been modified and updated.

For the Old Terms of Use (May 24, 2018 to June 25, 2024), click here.

Terms Of Use

These Terms of Use govern Customer’s use of the Services. By executing an Order Form, as further described below, or by otherwise accessing the Services, Customer represents that it has read, understands, and agrees to be bound by this Agreement (as defined below). If you are agreeing to this Agreement on behalf of a company or organization, you represent you have the authority to enter into this Agreement on behalf of such entity, and to bind that entity to this Agreement. Event Temple may update this Agreement from time to time in accordance with Section 13.5 (Modifications to Agreement).‍

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. In addition to any terms defined elsewhere in these Terms of Use and in an Order Form (including in any other applicable agreements referenced therein)(collectively, the “Agreement”), the following words capitalized in these Terms of Use have the meanings set forth below:

(a) “Affiliate” means, with respect to either party, any Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that party. For the purposes of this definition, “control” means the direct or indirect beneficial ownership of fifty (50%) percent or more of voting securities or interest in an entity.

(b) “Aggregated Statistics” means data and information related to Customer’s and its Authorized Users’ use of the Services that is used by Event Temple in an aggregated and anonymized manner and does not identify Customer, its Authorized Users or any other Person.

(c) “Claim” means any and all manner of claims, demands, actions, suits, investigations or proceedings, including, without limitation, all rights with respect to any and all manner of Losses.

(d) “Customer” means the entity identified as the “customer” on the Order Form.

(e) “Customer Data” means any data, information, images, screen shots, video, audio or other content or materials that Customer or its Authorized Users submit or upload to, or create using, the Services under a Subscription, but does not include any Event Temple Content incorporated therein.

(f) “Documentation” means any and all Event Temple manuals, instructions, specifications and other documents and materials, in any form or medium, that describe the functionality, components, features or requirements of the Software.

(g) “Event Temple” means Event Temple Labs Inc. with a principal place of business at #901 525 Seymour St, Vancouver, BC V6B 3H7.

(h) “Event Temple Content” means all content that is not Customer Data, including but not limited to the Documentation and any data, information, programs, templates, material or other content that Event Temple makes accessible to Customer and its Authorized Users through the Services.

(i) “Event Temple IP” means Event Temple’s names, slogans, logos, trademarks, service marks, domain names, and designations; the Services, Aggregated Statistics, and Feedback; any and all related or underlying documentation, technology, code, know-how, and templates; the arrangement and look and feel of the Services and any features, functionality or content therein; and any updates, modifications or derivative works (but excluding Customer Data) of any of the foregoing.

(j) “Fees” means, collectively, the Subscription Fee(s) and all other fees charged by Event Temple to a Customer as set out on an Order Form.

(k) “Initial Term” means the initial term for a Subscription identified as the “Initial Term” on an Order Form.

(l) “Losses” means any and all manner of losses, damages, fines, penalties, costs and expenses (including legal fees and expenses on a full indemnity basis), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated, direct or indirect.

(m) “Malicious Code” means (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Services; or (ii) any device, method, or token whose knowing or intended purpose is to permit any Person to circumvent the normal security of the Services or the system containing the software code for the Services.

(n) “Order Form” means an order form for Customer’s access to the Services that is executed by the parties and references this Agreement.

(o) “Person” means an individual, partnership, a limited liability partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, or association or a corporation, as the case may be.

(p) “Services” means the Event Temple Content and those services made available to Customer by Event Temple as set out in an Order Form, including but not limited to the Software, training, and support.

(q) “Software” means Event Temple's proprietary hotel and venue management software.

(r) “Subscription” means the right to access the Software pursuant to an Order Form.

(s) “Subscription Fee” means the amount charged by Event Temple for a Subscription as set out in an Order Form.

(t) “Subscription Term” means the Initial Term and each Renewal Term (if any) of a Subscription.

(u) “Usage Limitations” means the usage limitations for the Services stated in the Order Form, including but not limited to a restriction on the number of Authorized Users.

1.2 Interpretation. The language in this Agreement will be in all cases construed simply according to its fair meaning and not strictly for or against either party. Any rule of construction that any ambiguities are to be resolved against the drafting party to this Agreement will not be employed in the interpretation of this Agreement. The headings and subheadings contained in this Agreement are used solely for convenience and do not constitute part of this Agreement, nor will they be used to aid in any manner in the construction or interpretation of this Agreement. Unless the context requires otherwise, words importing the singular include the plural and vice versa. In this Agreement, “including”, “include” and “includes” means “including without limitation”, “include without limitation” and “includes without limitation” respectively.

1.3 Order of Precedence. In the event of a conflict or inconsistency between an Order Form and these Terms of Use, the Order Form will prevail.‍

2. ACCESS AND USE

2.1 Access Rights. Subject to the terms of this Agreement, Event Temple grants the Customer and its Authorized Users a fee-bearing (except in the case of a trial), non-exclusive, personal, non-transferable, non-sub-licensable and fully revocable limited right to access and use the Services during a Subscription Term, solely for Customer’s and its Authorized Users’ (as defined below) internal business purposes.

2.2 Authorized Users. Customer may allow its and its Affiliates’ employees and contractors (collectively, “Authorized Users”) to use the Services, provided that: (i) Customer causes Authorized Users to use the Services in accordance with this Agreement; (ii) Customer remains liable for all Authorized Users’ use of the Services and compliance with this Agreement; and (iii) such use is within the Usage Limitations set out at Section 2.7 (Usage Limitations).

2.3 Third Party Services. Customer and its Authorized Users may also have the option to connect to content, functionality, software and other services developed, provided, or maintained by third parties (collectively, “Third Party Services”) through the Services. All Third Party Services are provided by third parties and are not under the direction or control of Event Temple. Customer acknowledges and agrees that Event Temple will not be liable or responsible, directly or indirectly, for Customer’s or its Authorized Users’ access to or use of any Third Party Services, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Services. Customer and its Authorized Users’ use of and access to any Third Party Services is solely between Customer (or its Authorized Users) and the third party provider of the Third Party Services and is subject to any additional terms, conditions, agreements, or privacy policies provided or entered into in connection with the Third Party Services. Customer acknowledges and agrees that Event Temple may monitor usage of Third Party Services. Without limiting the foregoing, if, in Event Temple’s judgment (acting in its sole discretion), a Third Party Service threatens the security, integrity or availability of the Services, Event Temple may immediately and without notice disable access through the Services to such Third Party Service.

2.4 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that Event Temple may (i) monitor Customer’s and its Authorized Users’ use of the Services; (ii) collect and compile Aggregated Statistics; and (iii) use the Aggregated Statistics in any manner, including to improve the Services.

2.5 Feedback. If Customer or any Authorized User provides suggestions, ideas, enhancement requests, corrections, or other feedback to Event Temple concerning the Services (“Feedback”), Event Temple may use, disclose and exploit such Feedback without restriction or any obligation to account to Customer or the individual providing the Feedback. Event Temple is not required to consider or implement any Feedback.

2.6 License to Customer Data. Customer hereby grants Event Temple and its Affiliates a fee and royalty free, non-exclusive, worldwide, non-transferrable (subject to Section 13.2 (Assignment)), and sub-licensable right and license to host, copy, display and use Customer Data as may be necessary for Event Temple to provide and improve the Services. Subject to the limited license granted Event Temple to Customer’s Data under Section 2.4 (Aggregated Statistics) and this Section 2.6, Customer reserves all other rights, title and interest in and to Customer Data.

2.7 Usage Limitations. If Customer exceeds the Usage Limitations, Event Temple will work with Customer to assess and adjust Customer’s user needs. Customer is then obligated to either adhere to the Usage Limitations or incur additional charges for expanded usage, as mutually agreed upon between the Customer and Event Temple. Event Temple reserves the right to charge for any excess usage at its standard rates and may suspend or terminate Customer’s Services, in whole or in part, for continued non-compliance with these limitations.

3. CUSTOMER DATA AND SECURITY

3.1 Security Measures. Event Temple agrees to maintain commercially reasonable technical and organizational measures designed to secure and protect Customer Data from unauthorized disclosure and modification. Event Temple is not responsible for the accuracy, integrity, completeness and quality of Customer Data, ensuring the security and integrity of Customer’s computers, networks or systems (including with respect to protecting against Malicious Code), or, provided that Customer can download Customer Data using the Software during the Subscription Term, maintaining a backup of Customer Data.

4. CUSTOMER RESPONSIBILITIES

4.1 Customer’s Responsibilities. Customer is responsible for (a) its and its Authorized Users’ compliance with the Documentation, this Agreement and applicable laws; (b) the accuracy, completeness, quality, integrity and legality of all Customer Data; (c) ensuring it has all necessary legal rights for it and its Authorized Users to possess and use Customer Data with the Software; (d) obtaining all required consents, permissions and authorizations and providing any required disclosures to Authorized Users or other Persons as required by applicable law and maintaining legally-adequate privacy policies; (e) protecting the confidentiality of its account passwords and other login information, and for restricting access to its computers and network; (f) ensuring that only those individuals authorized by the Customer have access to the Services and any connected Third Party Services; and (g) for all activities that occur under its and its Authorized Users’ accounts.

4.2 Account Security. Customer and its Authorized Users are not permitted to share account(s) or login information or to allow any other Person to access their respective account(s). Customer agrees to notify Event Temple immediately if it suspects or becomes aware of any unauthorized use of its password(s), login information or account(s), or any other security breach involving the Services or Customer’s or its Authorized Users’ respective accounts. Event Temple is not responsible for any unauthorized access to Customer’s or it’s Authorized Users’ account(s) or password(s) even if Event Temple has been advised of such. Customer is responsible for all activities that occur under its account(s), whether or not such activities have been authorized by Customer.

4.3 Usage Restrictions. Customer will not (i) sell, resell, license, sublicense, distribute, make available, rent or lease access to and use of the Services, or include access to or use of the Services in a service bureau or outsourcing offering, (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy, personality or intellectual property rights, (iii) upload to, or transmit from, the Services any Malicious Code, (iv) interfere with or disrupt the integrity or performance of the Services or any third party use of the Services, (v) attempt to gain unauthorized access to the Services or related systems or networks, (vi) permit direct or indirect access to or use of the Services in a way that circumvents access or use restrictions to Event Temple IP, except as permitted under the Agreement, (vii) except as required to use the Services as intended, modify, copy, or create derivative works based on the Services or Event Temple IP, or any part, feature, function or user interface thereof, (viii) frame or mirror any part of the Services other than framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes, (viii) reverse engineer, decompile, hack, disable, or disassemble the Services or any part thereof or any data or information contained therein, (ix) do anything that will reveal or generate the source code of the Services, (x) grant access to, disclose or share access of passwords or login information with any third party, (xi) access the Services to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services, (3) copy any ideas, features, functions, or graphics of the Services, or (4) determine whether the Services or Event Temple IP are within the scope of any patent, or (xii) authorize, permit or encourage any Person to do any of the above.

5. FEES AND PAYMENT

5.1 Fees. Unless otherwise agreed to by the parties in writing, Customer shall pay all Fees specified in an Order Form as follows: (i) payment for the Initial Term is due upon receipt; and (ii) payment for any Renewal Term is due net 30 days from the date of the invoice. Customer acknowledges and agrees that (a) Fees will not be prorated based on actual usage; (b) payment obligations are non-cancelable and all Fees are non-refundable, and (c) quantities cannot be reduced during a Subscription Term.

5.2 Invoicing and Payment. All payments will be made by providing Event Temple with valid credit card details (via its third party processor), or by any alternative payment method acceptable to Event Temple. By providing Event Temple with Customer’s credit card details, Customer irrevocably authorizes Event Temple to charge that credit card for the Fees set out in the applicable Order Form, and all amounts for any Renewal Term(s), in accordance with the payment terms in the Order Form. Customer is responsible for providing Event Temple with complete and accurate billing and contact information and for promptly notifying Event Temple of any changes to such information.

5.3 Overdue Charges. Without limiting any of Event Temple's other rights or remedies, Event Temple reserves the right, on any past due payment, to do any or all of the following: (a) charge late interest at the rate of two (2%) percent of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) condition future Order Forms, Subscriptions and/or renewals on full payment in advance; (c) accelerate any unpaid Fee obligations under Customer’s Order Forms such that all payments become immediately due and payable; and/or (d) delay Customer’s access to and use of the Services under all Order Forms or, in the case of renewals, suspend such access and use, until such amounts are paid in full. Event Temple will give Customer at least ten (10) business days’ prior notice by email, to the email address specified for Customer on the applicable Order Form, before suspending Customer’s access to the Services.

5.4 Payment Disputes. Event Temple will not exercise its rights under Section 5.3 (Overdue Charges) if, in Event Temple's sole judgement, Customer is disputing the Fees for which payment is past due reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.5 Taxes. All quoted Fees for the Services do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with all Fees due under an Order Form. If Event Temple is legally obligated to pay or collect Taxes for which Customer is responsible, then Event Temple will include and collect such Taxes from Customer unless Customer provides Event Temple with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Event Temple is solely responsible for all taxes assessable against Event Temple based on its revenues, assets (including real property) and personnel.

5.6 Future Functionality. Customer hereby acknowledges and agrees that this Agreement and any Subscriptions are not contingent on the delivery of any future Software functionality or feature, services offerings, displays, wire frames, demonstrations, prototypes, or mock-ups, or dependent on any oral or written representations made by Event Temple whatsoever.

6. TERM AND TERMINATION

6.1 Subscription Term and Renewals. A Subscription Term will commence upon Event Temple receiving payment in full of all Fees due under the Order Form, or such other date mutually agreed to by the parties in writing, and will continue for the Initial Term and any Renewal Terms (as defined below), unless terminated in accordance with this Agreement. Except in the case of a trial period, the Initial Term, and any Renewal Term, will automatically renew for additional successive twelve-month periods (each a “Renewal Term”), unless: (i) otherwise stated on the applicable Order Form; or (ii) either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current Initial or Renewal Term, as the case may be.

6.2 Renewal Pricing. Event Temple may increase the Fees under any Order Form, with effect at the start of any Renewal Term. The following do not constitute Fee increases: (i) additional fees for upgrades, increased Usage Limitations or additional services that Customer orders; and (ii) expiration of any discount or incentive programs. 

6.3 Beta Testing. To the extent Customer is using the Services to beta test new features or functionalities, Customer or Event Temple may terminate the beta test features at any time. The beta test features may not have been subject to Event Temple’s usual testing and quality assurance processes and may contain bugs, errors, or other issues. Notwithstanding anything to the contrary in this Agreement, Event Temple provides beta test features “AS-IS” without any express or implied warranty or indemnity and Event Temple will not have any liability relating to Customer’s use of the beta test features.

6.4 Termination for Cause. Customer and Event Temple may terminate this Agreement if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed Fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, insolvency, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days). Event Temple may also terminate this Agreement immediately if Customer breaches Sections 2.1 (Access Rights) or Article 4 (Customer Responsibilities), for repeated violations of this Agreement, or where Customer or its Authorized Users’ use of the Services, in Event Temple’s sole discretion, threatens the security, integrity or availability of the Services

6.5 Customer’s Data Portability and Deletion. During a Subscription Term, Event Temple will make Customer Data available to Customer for export or download by existing means available to Customer within the Software. Following termination or expiry of a Subscription Term, Event Temple will have no obligation to maintain or provide any Customer Data and may delete or destroy all copies of Customer Data in Event Temple's systems or otherwise in Event Temple's possession or control, unless legally prohibited.

6.6 Surviving Provisions. Sections 2.3 (Third Party Services), 2.5 (Feedback), 4.3 (Usage Restrictions), 5.1 (Fees), 5.2 (Invoicing and Payment), 5.3 (Overdue Charges), 5.5 (Taxes), 6.4 (Beta Testing), 6.7 (Surviving Provisions), 7 (Confidentiality), 8.1 (Ownership), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnity), 13.1 (Entire Agreement) and Sections 13.5 – 13.11, together with any provisions necessary for the interpretation and construction of this Agreement or any Order Form, shall survive and continue notwithstanding any expiry or termination of this Agreement or any Order Form.

7. CONFIDENTIALITY

7.1 Confidential Information. During a Subscription Term, one party (“Discloser”) may disclose non-public information (“Confidential Information”) to the other party (“Recipient”). Examples of Confidential Information include non-public information included in the Customer Data, information included in security reports, questionnaires or other materials relating to privacy or security, and pricing. Information is still Confidential Information even if it is: (i) not marked confidential; (ii) disclosed before or after the effective date of this Agreement; or (iii) in oral, visual, electronic, written or any other format.

7.2 Restrictions on Use and Disclosure. The Recipient will only use the Confidential Information for the purposes of exercising its rights or performing its obligations under this Agreement. The Recipient will protect the Confidential Information from any unauthorized access, use or disclosure using the same degree of care that the Recipient uses to protect its own confidential information of a similar nature but in no event less than a reasonable degree of care. The Recipient may share the Confidential Information with its Affiliates and its and their employees, contractors, officers, directors, agents and professional advisors (“Representatives”), provided they: (i) need to know the Confidential Information; and (ii) are bound to the Recipient by confidentiality obligations no less protective than those set out in this Agreement. The Recipient is responsible for any breach of this Agreement by its Representatives. The Recipient may disclose the Confidential Information if required by law, provided that the Recipient: (i) gives the Discloser as much notice as possible prior to the disclosure to the extent practicable and permitted by law; and (ii) reasonably cooperates with the Discloser, at the Discloser’s cost, to seek a protective order or otherwise prevent disclosure.

7.3 Deletion of Confidential Information. Recipient will delete all Confidential Information in its possession, custody, or control within thirty (30) days’ of a request by Discloser during the Subscription Term or automatically on thirty (30) days of termination or expiration of this Agreement. However, the Recipient will not be obligated to erase Confidential Information that is contained in an archived computer system backup in accordance with its security and/or disaster recovery procedures or for archival or record retention purposes as required by applicable law, subject to compliance with the confidentiality obligations of this Agreement for so long as any such copies are retained.

7.4 Non-Disclosure Agreement. To the extent that Customer has entered into a non-disclosure agreement with Event Temple in contemplation of this Agreement (“NDA”): (i) all Confidential Information disclosed under the NDA is deemed to have been disclosed under this Agreement; (ii) this Agreement is deemed to replace and supersede the NDA; and (iii) the NDA is hereby terminated.

8. EVENT TEMPLE Technology

8.1 Ownership. This Agreement is for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to use the Services and that no ownership rights are transferred to Customer under this Agreement. This is not a lease or rental agreement of computer software. Title and sole ownership of the Event Temple IP will at all times remain with Event Temple. Except for the limited rights expressly granted under this Agreement, Event Temple reserves all rights, title and interests in and to the Event Temple IP and nothing in this Agreement grants, by implication, estoppel, or otherwise, any intellectual property rights or other right, title or interest in or to the Event Temple IP to Customer or its Authorized Users or any other Person.

8.2 Updates. Event Temple may, at its option and expense, make updates, bug fixes, modifications, and improvements to the Services from time-to-time, provided that such updates, bug fixes, modifications, or improvements do not materially degrade the Services during a Subscription Term.

9. REPRESENTATIONS AND WARRANTIES

9.1 Event Temple’s Representations and Warranties. Event Temple represents and warrants that:

(a) the Software will substantially conform to the Documentation; and

(b) it has implemented and will maintain industry standard virus detection software.

9.2 Customer’s Representations and Warranties. Customer represents and warrants that:

(a) it and its Authorized Users shall perform their obligations under this Agreement in conformity with the Agreement and applicable laws; and

(b) it has the authority and all necessary legal rights to provide Customer Data to Event Temple and for Event Temple to use the Customer Data as set out in this Agreement.

10. Disclaimer of Warranties

10.1 EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.1 (EVENT TEMPLE’S REPRESENTATIONS AND WARRANTIES) ABOVE, THE SERVICES ARE MADE AVAILABLE ON AN “AS-IS”, “WHERE AS” AND “AS AVAILABLE” BASIS. EVENT TEMPLE DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, ACCURACY, QUALITY AND NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. WITHOUT LIMITATION, EVENT TEMPLE DOES NOT WARRANT THAT:

(a) THE SERVICES ARE SUITABLE FOR OR WILL MEET CUSTOMER’S OR ITS AUTHORIZED USERS’ REQUIREMENTS, INCLUDING BUT NOT LIMITED TO COMPLYING WITH ANY APPLICABLE LAW, RULE OR REGULATION;

(b) THE SERVICES ARE OR WILL REMAIN FREE OF DEFECTS, HARMFUL CODE, VIRUSES OR MALWARE;

(c) THE SERVICES ARE OR WILL REMAIN FREE FROM INTERRUPTION;

(d) THE SERVICES ARE OR WILL BE ERROR-FREE; OR

(e) ANY ISSUES WITH THE SERVICES WILL BE CORRECTED.

10.2 CUSTOMER ACKNOWLEDGES THAT IT HAS INDEPENDENTLY DETERMINED THAT THE SERVICES MEET ITS BUSINESS REQUIREMENTS AND THAT IT SHALL NOT RELY ON ANY REPRESENTATION, IF ANY, MADE BY EVENT TEMPLE AS TO THE SUITABILITY OF THE SERVICES FOR ANY PARTICULAR PURPOSE.

10.3 THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE GREATEST EXTENT ALLOWED BY LAW.

11. Limitation of Liability

11.1 CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EVENT TEMPLE, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “EVENT TEMPLE PARTIES”) BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR SPECIAL LOSSES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS OPPORTUNITY, PROFITS (WHETHER CHARACTERIZED AS DIRECT OR INDIRECT), REVENUE, ECONOMIC ADVANTAGE, USE, REPUTATION OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSSES FROM BUSINESS INTERRUPTIONS, LOSSES RESULTING FROM FAILURE TO MEET OTHER CONTRACTUAL COMMITMENTS OR DEADLINES, LOSSES FROM DOWNTIME, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER) EVEN IF EVENT TEMPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR SUCH LOSSES WERE OTHERWISE FORESEEABLE.

11.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL THE EVENT TEMPLE PARTIES’ AGGREGATE LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT WHETHER BY STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (I) THE FEES PAID FOR THE SERVICES SUBJECT TO THE CLAIM(S) DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE LIABILITY AROSE; OR (II) $1,000 CANADIAN.

11.3 ASSUMPTION OF RISK. IT IS ACKNOWLEDGED AND AGREED THAT ACCESS TO AND USE OF THE SERVICES IS CONDITIONAL ON THE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, INCLUDING THE DISCLAIMER OF WARRANTIES, INDEMNITIES AND LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT AND FOR USE OF THE SERVICES BETWEEN THE PARTIES AND EACH HAS RELIED ON THIS ALLOCATION AND LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

11.4 EXCEPTION. THE LIMITATIONS IN THIS SECTION WILL APPLY TO THE GREATEST EXTENT ALLOWED BY LAW.

12. Indemnity

12.1 INDEMNIFICATION BY CUSTOMER. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE EVENT TEMPLE PARTIES FROM AND AGAINST ALL CLAIMS OF THIRD PARTIES BROUGHT AGAINST, AND ALL LOSSES, OF WHATEVER NATURE INCURRED OR SUFFERED BY, ANY OF THE EVENT TEMPLE PARTIES ARISING FROM OR IN ANY WAY RELATED TO: (I) CUSTOMER’S AND ITS AUTHORIZED USERS’ ACTS OR OMISSIONS, INCLUDING BUT NOT LIMITED TO USE OF OR RELIANCE ON THE SERVICES OR ANY THIRD PARTY SERVICES; (II) CUSTOMER DATA; AND (III) CUSTOMER’S AND ITS AUTHORIZED USERS’ BREACH OF THIS AGREEMENT.

12.2 Indemnification by Event Temple.

(a) Intellectual Property Rights Indemnity. Event Temple will defend and hold Customer and its Authorized Users harmless against any Claims made or brought against Customer or any of its Authorized Users based solely on a Claim by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the Canadian or United States intellectual property rights of such third party and will pay for damages finally awarded against Customer or any of its Authorized Users or agreed to in any settlement (including any reasonable legal fees) by Event Temple resulting from such a Claim.

(b) Exclusions. Event Temple will have no obligation under this Section 12.2 for any infringement or misappropriation arising from or in any way related to: (i) use of the Services by Customer or its Authorized Users in combination with other products or services that are not provided or authorized by Event Temple; (ii) use of the Services by Customer or its Authorized Users in a manner or for a purpose not consistent with this Agreement or instructions provided by Event Temple; (iii) any modification of the Services not made or authorized in writing by Event Temple; and (iv) any breach of Article 4 (Customer Responsibilities).

(c) Mitigation of Infringement Action. If a third party Claim as set out in Section 12.2(a) (Intellectual Property Rights Indemnity) is brought against the Customer or its Authorized Users, or in Event Temple’s sole opinion, is likely to be brought, Event Temple may at its sole option and expense: (i) procure the continuing right of Customer and its Authorized Users to use the Services; (ii) replace or modify the Services in a functionally equivalent manner so that they become non-infringing; or (iii) if Event Temple determines, in its sole discretion, that neither (i) or (ii) are commercially feasible, Event Temple may terminate Customer’s and its Authorized Users’ rights with respect to the Services and provide Customer a pro-rata refund of any prepaid fees for the period after termination.

(d) Sole Remedy. THE FOREGOING STATES EVENT TEMPLE’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.

12.3 Conditions of Indemnification. Each party’s indemnity obligations set out in Article 12 (Indemnity) are conditional on the party seeking indemnification: (i) promptly notifying the indemnifying party of the Claim in writing, although failure to promptly notify will only relieve the indemnifying party of its indemnification obligation to the extent that the delay prejudices the indemnifying party’s defense of the Claim; (ii) granting the indemnifying party sole control of the defense and settlement of the Claim, although the indemnified party may participate in the defense with counsel of its choice at its own expense; and (iii) providing reasonable cooperation and assistance in the defense and negotiation of the Claim. The indemnifying party may not, without the indemnified party’s prior written consent (not to be unreasonably withheld or delayed), settle, compromise or consent to the entry of any judgment in any such commenced or threatened Claim, unless such settlement, compromise or consent: (i) includes an unconditional release of the indemnified party from all liability arising out of such commenced or threatened Claim, and (ii) is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, the indemnified party.

13. GENERAL

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes any previous agreement, understanding or communications between the parties related thereto. For clarity, terms and conditions included in Customer’s purchase order, or contained on any ‘shrinkwrap’ agreement, committing document or other form provided or generated by Customer will be of no force and effect, even if ‘accepted,’ acknowledged or ‘clicked-through’ by Event Temple.

13.2 Assignment. This Agreement is not transferable or assignable by either party, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld, provided, however, either party may, without the other party’s consent, assign or transfer all or part of this Agreement to any Affiliate or to any successor-in-interest to all or substantially all the business or assets of the assigning party pertaining to the subject matter hereof, whether voluntarily or by merger, reorganization, asset sale, or otherwise. Any attempted assignment in violation of this Section will be null and void.

13.3 Subcontractors. Event Temple may use subcontractors to perform all or any part of the Services, provided Event Temple remains responsible under the Agreement for Services performed by its subcontractors to the same extent as if Event Temple performed the Services itself.

13.4 Force Majeure. Event Temple will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to strikes, riots, insurrections, wars, acts of terrorism, military or national emergencies, acts of governmental authority, natural disasters, pandemics or epidemics, power outages and interruptions, brownouts, internet service provider failures or delays, AWS downtime, cyber attacks and fires, provided that Event Temple uses commercially reasonable efforts to resume performance as soon as reasonably practicable.

13.5 Modifications to Agreement. Event Temple reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. Notification of such modifications will be sent to the Customer by email. If the notification is provided at least thirty (30) days before the end of the then-current Initial or Renewal Term, the amendments will take effect at the beginning of the next Renewal Term. If the notification is provided less than thirty (30) days before the end of the then-current Term, the amendments will take effect at the beginning of the subsequent Renewal Term.

13.6 Notices. All notices under this Agreement, to be effective, must be in writing and transmitted by email or functionally equivalent electronic means of transmission (i) to Event Temple, at customers@eventtemple.com; and (ii) to Customer, at the contact email set out in the Order Form, or to any other address as a party may at any time advise the other by notice given or made in accordance with this Section 13.6. Any notice delivered to the party to whom it is addressed will be deemed to have been given or made and received on the day on which it is transmitted; but if the notice is transmitted on a day which is not a business day or after 5:00 p.m. (local time of the recipient), the notice will be deemed to have been given or made and received on the next business day.

13.7 No joint venture or agency. Nothing in the Agreement will constitute or create a joint venture, partnership, or any other similar arrangement between Event Temple, Customer, or any of their Affiliates. For purposes of delivery of the Services, the Customer has engaged Event Temple as an independent contractor. Neither Customer, Event Temple, nor any of their Affiliates will have the authority to make any statements, representations or commitments of any kind, or take any action, which will be binding on the other party, without the prior consent of the party to do so, except as expressly provided for herein.

13.8 Exclusive Remedies. Except as otherwise expressly set out in the Agreement, the remedies set forth in the Agreement comprise the exclusive remedies available to Customer and its Authorized Users at law or in equity.

13.9 Waiver and Severability. A waiver of any term of this Agreement is effective only if it is in writing and signed by both parties and is not a waiver of any other term. Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: (i) the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; (ii) the legality, validity or enforceability of the remaining part of that section, if applicable; or (iii) the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction.

13.10 Enurement. This Agreement will be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

13.11 Governing Law. This Agreement is governed by and is to be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law rule in any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods. The parties submit themselves to the exclusive jurisdiction of the federal or provincial courts located in Vancouver, British Columbia, Canada (except that Event Temple may seek injunctive relief to prevent improper or unauthorized use or disclosure of any Event Temple IP in any court of competent jurisdiction). In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees on a full indemnity basis.