SaaS Terms of Service

Last updated: April 3, 2026

These SaaS Terms of Service (these “Terms”) govern Customer’s access to and use of the services provided by Stooge Inc (“Eventeny”). These Terms apply to all customers of Eventeny, whether Customer accesses the Services through: (a) an Order Form executed between Customer and Eventeny; or (b) subscribing directly through the Eventeny platform at www.eventeny.com (a “Platform Subscription”).

If Customer has executed an Order Form, these Terms are incorporated into and form part of that Order Form. Together, these Terms and the Order Form constitute the complete agreement between the parties (the “Agreement”). In the event of any conflict between the Order Form and these Terms, the Order Form shall control solely with respect to the subject matter of such conflict.

If Customer does not have an Order Form, these Terms, together with the plan, pricing, and service selections made by the Customer at the time of registration on the Eventeny platform (the “Subscription Details”), constitute the complete agreement between the parties. In this case, the Subscription Details shall govern the scope of Services, Fees, and applicable commercial terms.

By executing an Order Form, completing a Platform Subscription, or otherwise accessing or using the Services, Customer acknowledges that it has read, understands, and agrees to be bound by these Terms. If Customer does not agree to these Terms, Customer must not use the Services.

Overview

Definitions

Commercial Terms means the service scope, Fees, plan features, and commercial terms applicable to Customer, as set forth in the Order Form (for Order Form customers) or the Subscription Details (for Platform Subscription customers).
Customer means the individual or entity that executes an Order Form with Eventeny or completes a Platform Subscription through the Eventeny platform.
Customer Data means any data, content, or information uploaded, submitted, or transmitted by Customer through the Services.
Effective Date means the date specified in the applicable Order Form or, for Platform Subscriptions, the date Customer completes registration and payment on the Eventeny platform.
Equipment means any hardware, devices, modems, servers, software, operating systems, networking, web servers, and other equipment or ancillary services needed to connect to, access, or use the Services.
Fee Term means the period specified in the Commercial Terms during which the Minimum Fee Commitment applies, if applicable.
Fees means all fees, charges, and amounts payable by Customer as described in the Commercial Terms, including subscription fees, transaction fees, and any other applicable charges.
Initial Service Term means the initial period of service specified in the Commercial Terms.
Minimum Fee Commitment means the minimum transaction fee amount Customer commits to generating during each Fee Term, as specified in the Order Form. This provision applies only to Order Form customers where expressly stated.
Order Form means the ordering document executed by the parties that references these Terms and specifies Services, Fees, and commercial terms applicable to Customer.
Platform Subscription means a subscription to the Services completed by Customer directly through the Eventeny platform, without execution to a separate Order Form.
Proprietary Information means any non-public business, technical, or financial information disclosed by one party to the other.
Services means the Eventeny SaaS platform and any related services as described in the Commercial Terms.
Shortfall means the difference between the Minimum Fee Commitment and the actual transaction fees collected by Eventeny during the applicable Fee Term, if a Minimum Fee Commitment applies.
Software means any software, documentation, or data related to the Services.
Subscription Details means the plan, pricing tier, feature selections, and service configurations selected by Customer at the time of registration on the Eventeny platform, as displayed and confirmed during the checkout or account creation process.
Term means the Initial Service Term together with any renewal terms.

Platform & Use

Services and Support

2.1  Eventeny will use commercially reasonable efforts to provide Customer the Services as described in the Commercial Terms. As part of the registration process, Customer will identify an administrative email and password for Customer’s Eventeny account. Eventeny reserves the right to refuse registration of or cancel passwords it deems inappropriate.
2.2  Eventeny may update or modify the Services from time to time at its sole discretion, including adding or removing features or functionality, provided that such modifications do not materially diminish the core functionality of the Services included in Customer’s plan during the then-current Term.
2.3  The Services shall be available in accordance with the Service Level Terms set forth in Section 17 of these Terms.
2.4  Plan Features and Limits. The specific features, usage limits, storage capacity, and support levels available to Customer are determined by the plan tier selected by Customer in the Commercial Terms. Eventeny reserves the right to enforce plan limits and may restrict or suspend Services if Customer exceeds the limits of its selected plan. If Customer requires additional capacity or features, Customer may upgrade its plan through the Eventeny platform or by executing an updated Order Form.

Customer Restrictions and Responsibilities

3.1  Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Eventeny or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
3.2  Customer may not remove or export from the United States or allow the export or re-export of the Services, Software, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”
3.3  Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Eventeny’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Eventeny against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Eventeny has no obligation to monitor Customer’s use of the Services, Eventeny may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.4  Customer shall be responsible for obtaining and maintaining all Equipment needed to access or use the Services. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

Platform Exclusivity

This Section 4 applies only to customers who have executed an Order Form that includes exclusivity obligations, or to Platform Subscription customers. If the Customer’s Commercial Terms do not include exclusivity obligations, this Section 4 shall not apply.

4.1  Beginning on the Exclusivity Start Date specified in the Commercial Terms and continuing throughout the Term, Customer agrees that Eventeny shall be the exclusive platform used for the sale, distribution, and management of all paid attendee transactions related to Customer’s events hosted on or promoted through the Eventeny platform. Such transactions include, but are not limited to:
  1. event admission tickets or passes;
  2. memberships or subscription access associated with the event;
  3. paid attendee experiences, including, without limitation, autographs, photographs, meet-and-greets, VIP packages, premium seating, or fan experiences;
  4. paid workshops, panels, or special access programming;
  5. merchandise sales conducted at or in connection with Customer’s events, whether physical or digital; and
  6. any other paid attendee services, digital or physical, offered in connection with Customer’s events.
4.2  Customer shall not process, sell, distribute, or otherwise facilitate such transactions through any third-party platform, ticketing system, point-of-sale system, or direct payment method outside of Eventeny, unless expressly approved in writing by Eventeny. Customer shall not direct attendees to purchase tickets or paid experiences outside the Eventeny platform via external links, QR codes, payment requests, or other methods intended to bypass Eventeny’s transaction processing. Any attempt to circumvent the Eventeny platform for the processing of such transactions shall constitute a material breach of this Agreement.
4.3  Liquidated Damages. In the event Customer processes transactions outside the Eventeny platform in violation of this Section, Customer shall pay Eventeny, as liquidated damages and not as a penalty, an amount equal to the greater of: (a) 10% of the gross revenue from all transactions processed outside the Eventeny platform during the period of breach; or (b) the Minimum Fee Commitment for the applicable Fee Term (or, if no Minimum Fee Commitment applies, the average monthly Fees paid by Customer during the preceding six (6) months, multiplied by the number of months during with the breach occurred).
4.4  Audit Rights. Eventeny reserves the right, upon reasonable notice and no more than once per calendar year, to audit Customer’s records and transaction data to verify compliance with the exclusivity obligations set forth in this Section. Customer shall cooperate with any such audit and provide Eventeny with reasonable access to relevant records. If an audit reveals a breach, Customer shall bear the reasonable cost of the audit in addition to any liquidated damages owed.

Acceptable Use and Content

7.1  Customer shall not use the Services to: (a) upload, transmit, or distribute any content that is unlawful, defamatory, obscene, or otherwise objectionable; (b) engage in any activity that interferes with or disrupts the Services or the servers and networks connected to the Services; (c) attempt to gain unauthorized access to any portion of the Services; (d) use the Services to send unsolicited communications (spam); (e) use the Services in any manner that could damage, disable, overburden, or impair the Services; or (f) create multiple accounts to circumvent plan limits, enforcement actions, or usage restrictions.
7.2  Customer is solely responsible for all content, data, and materials that Customer uploads, posts, or otherwise transmits through the Services. Eventeny reserves the right to remove any content that violates this Section or that Eventeny, in its sole discretion, determines is harmful to the Services, Eventeny’s reputation, or other users.
7.3  Account Sharing. Customer’s account is for Customer’s use only. Customer shall not share account credentials with any third party or allow any third party to access the Services through Customer’s account, except for authorized users within Customer’s organization as permitted by Customer’s plan. Customer is responsible for all activity that occurs under Customer’s account.

Data & IP

Confidentiality and Proprietary Rights

5.1  Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Proprietary Information. Proprietary Information of Eventeny includes non-public information regarding features, functionality, performance, pricing, business plans, and customer lists related to the Service. Proprietary Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
5.2  The confidentiality obligations set forth above shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law, provided the Receiving Party gives the Disclosing Party prompt notice and reasonable assistance to seek a protective order.
5.3  Customer shall own all right, title, and interest in and to the Customer Data. Eventeny shall own and retain all right, title, and interest in and to: (a) the Services and Software, all improvements, enhancements, or modifications thereto; (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support; (c) all aggregated, anonymized, or de-identified data derived from the provision of Services; and (d) all intellectual property rights related to any of the foregoing.
5.4  Notwithstanding anything to the contrary, Eventeny shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Eventeny will be free (during and after the term hereof) to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic, corrective, and commercial purposes in connection with the Services and other Eventeny offerings, including training machine learning models and developing artificial intelligence features; and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

Data Protection and Security

14.1  Customer acknowledges that Eventeny may process personal data on Customer’s behalf. Customer represents and warrants that it has obtained all necessary consents and authorizations for the collection, processing, and transfer of personal data to Eventeny, and that Customer’s use of the Services complies with all applicable data protection laws, including California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) to the extent applicable.
14.2  Customer shall be solely responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired the Customer Data. Customer shall immediately notify Eventeny of any data breach or security incident affecting Customer Data.
14.3  Eventeny implements and maintains commercially reasonable administrative, technical, and physical safeguards to protect Customer Data. However, Customer acknowledges that no method of electronic transmission or storage is 100% secure, and Eventeny cannot guarantee absolute security.
14.4  Data Portability. Upon written request made within thirty (30) days of termination or expiration, Eventeny will make Customer Data available to export in a standard machine-readable format. After such thirty (30) day period, Eventeny shall have no obligation to maintain or provide Customer Data and may delete it in accordance with Section 8.4.

Billing

Payment of Fees

6.1  General. Customer will pay Eventeny the Fees described in the Commercial Terms. If Customer’s use of the Services exceeds the capacity, limits, or allowances included in Customer’s plan, Customer shall be billed for such overage and agrees to pay the additional fees. Eventeny reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days’ prior notice to Customer (which may be sent by email).
6.2  Platform Subscription Billing. For Platform Subscription customers, Fees will be billed in advance on a recurring basis (monthly or annually, as selected at checkout) to the payment method provided by Customer at the time of registration. Customer authorizes Eventeny to charge the payment methods on file for all recurring Fees and any applicable overage charges. If a payment fails, Eventeny may retry the charge, suspend the Services, or terminate the Agreement in accordance with these Terms. Customer is responsible for keeping payment information current.
6.3  Order Form Billing. For Order Form customers, Eventeny may bill through an invoice, in which case full payment for invoices issued in any given month must be received by Eventeny thirty (30) days after the mailing date of the invoice.
6.4  Late Payment. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorneys’ fees) and may result in immediate termination or suspension of Service.
6.5  If Customer believes that Eventeny has billed Customer incorrectly, Customer must contact Eventeny no later than thirty (30) days after the closing date on the first billing statement in which the error appeared, to receive an adjustment or credit. Inquiries should be directed to Eventeny’s customer support department at support@eventeny.com.
6.6  Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Eventeny’s net income.
6.7  Customer will use Eventeny’s processor to process all transactions for events on Eventeny’s website. Transaction fees and processing fees shall be as specified in the Commercial Terms. All credit card, debit card, ACH, other payment methods, and Eventeny transaction fees are non-reversible.
6.8  Minimum Fee Commitment. This Section 6.8 applies only to customers whose Commercial Terms include a Minimum Fee Commitment. Customer agrees to generate at least the Minimum Fee Commitment in transaction fees during each Fee Term. If Eventeny determines that over the course of the Fee Term, Eventeny collected (and did not return) transaction fees in an amount less than the Minimum Fee Commitment, Eventeny is entitled to recover the Shortfall from Customer. In order to collect a Shortfall, Eventeny may initiate any of the following actions within sixty (60) days of the end of each Fee Term: (i) automatically charge the payment method on the account; (ii) invoice Customer, in which case Customer shall pay within thirty (30) days of invoice date; or (iii) deduct the Shortfall from any funds held by Eventeny on Customer’s behalf. Customer’s failure to satisfy the Minimum Fee Commitment is a material breach of this Agreement. For purposes of calculating any Shortfall, all amounts will be normalized to USD.
6.9  Event Cancellation. This Section 6.9 applies only to customers whose Commercial Terms include a Minimum Fee Commitment. In the event Customer cancels its main event during a Fee Term, Customer may request that Eventeny waive the Minimum Fee Commitment in exchange for extending the Initial Service Term by one (1) additional year. Eventeny may grant or deny such request in its sole discretion. Customer shall provide written notice of any event cancellation to Eventeny within ten (10) business days of the cancellation decision.
6.10  Right of Offset. Eventeny reserves the right to offset any amounts owed to Customer (including refunds or payouts) against any amounts owed by Customer to Eventeny under this Agreement.
6.11  Free Trials and Promotional Plans. If Eventeny offers Customer a free trial or promotional plan, Customer’s access to the Services during such period shall be subject to these Terms. At the end of the free trial or promotional period, Customer’s subscription will automatically convert to the applicable paid plan at the pricing displayed at the time of sign-up, unless Customer cancels before the end of the trial or promotional period. Eventeny reserves the right to modify, limit, or discontinue free trials and promotional plans at any time without notice.

Terms & Operations

Term and Termination

8.1  Term. This Agreement is for the Initial Service Term specified in the Commercial Terms. For Order Form customers, the Agreement shall be automatically renewed for additional periods of the same duration (collectively, the “Term”), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. For Platform Subscription customers, the Agreement shall be automatically renewed for successive periods matching the billing cycle (monthly or annual) selected by Customer, unless Customer cancels by submitting a request to support@eventeny.com prior to the start of the next billing period.
8.2  Termination for Breach. Either party may terminate this Agreement upon thirty (30) days’ notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within such thirty (30) day period. Eventeny may terminate or suspend this Agreement immediately and without notice in the case of nonpayment or in the event of Customer’s breach of Sections 3 (Customer Restrictions), 4 (Platform Exclusivity), or 5 (Confidentiality).
8.3  Cancellation by Platform Subscription Customers. Platform Subscription customers may cancel their subscription any time by sending a message to support@eventeny.com. Cancellation will take effect at the end of the then-current billing period. No refunds will be issued for any prepaid Fees for the remaining portion of the billing period. Customer will retain access to the Services until the end of the billing period in which cancellation occurs.
8.4  Effect of Termination. Upon termination or expiration: (a) Customer will pay in full for the Services up to and including the last day on which the Services are provided, plus any Shortfall amounts owed; (b) Customer’s right to access and use the Services shall immediately cease; (c) Eventeny may delete Customer’s account and all Customer Data within ninety (90) days following termination, unless otherwise required by law; and (d) each party shall return or destroy all Proprietary Information of the other party in its possession. Customer acknowledges that Eventeny shall have no obligation to maintain or provide any Customer Data after termination.
8.5  Early Termination Fee. This Section 8.5 applies only to Order Form customers. If Customer terminates this Agreement for convenience prior to the expiration of the then-current Term, or if Eventeny terminates due to Customer’s material breach, Customer shall pay an early termination fee equal to the lesser of: (a) the remaining Fees that would have been payable for the balance of the then-current Term; or (b) the Minimum Fee Commitment minus all transaction fees already collected by Eventeny during the applicable Fee Term.

Suspension of Services

9.1  Eventeny may suspend Customer’s access to the Services immediately and without prior notice if: (a) Customer fails to pay any amounts when due and such failure continues for five (5) business days after written notice (or, for Platform Subscription customers, if an automatic payment fails and is not remedied within five (5) business days); (b) Customer’s use of the Services poses a security risk to the Services or any third party; (c) Customer’s use may adversely impact the Services or systems of any other Eventeny customer; (d) Customer’s use may subject Eventeny or any third party to liability; or (e) Customer is in material breach of this Agreement. Suspension shall not relieve Customer of its payment obligations. Eventeny shall use reasonable efforts to notify Customer prior to any suspension and to restore access promptly once the issue has been resolved.

Service Level Terms

17.1  The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Any downtime resulting from outages of third-party connections or utilities or other reasons beyond Eventeny’s control will also be excluded.
17.2  Sole Remedy. In the event Eventeny fails to meet the 99.9% uptime commitment in any given calendar month, Customer’s sole and exclusive remedy shall be to receive a service credit equal to 5% of the monthly Fees for each full 1% below the 99.9% target, up to a maximum credit of 30% of the monthly Fees for that month. Service credits must be requested in writing within thirty (30) days of the end of the affected month and may only be applied against future Fees. Service credits shall not entitle Customer to any refund or other payment.

Hardware Services

This Section 18 applies only where hardware services are included in the Commercial Terms.

18.1  To the extent Eventeny provides hardware devices to Customer as specified in the Commercial Terms, Customer will be responsible for all associated shipping and return fees. Customer is responsible for the timely and reasonable return of devices upon event completion, expiration or termination of this Agreement.
18.2  Customer will be held financially liable for undue damage to any device, charged for repair damages, and will forfeit any applicable deposit fee. Should any device be rendered defective through Customer’s negligence or misuse, Customer will be responsible for total replacement costs.
18.3  All deposits will be returned to Customer once hardware devices are returned in good condition to Eventeny. Hardware that is not returned within thirty (30) days of event completion, termination or expiration of the Agreement will be deemed purchased by Customer at the then-current replacement cost, which Eventeny may charge to Customer’s payment method on file.

Force Majeure

16.1  Neither party shall be liable for any delay or failure to perform its obligations (except for payment obligations) to the extent such delay or failure results from causes beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, pandemic or epidemic, government actions, war, terrorism, civil unrest, labor disputes, power failures, internet or telecommunications failures, or cyberattacks. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate. If a force majeure event continues for more than sixty (60) days, the unaffected party may terminate this Agreement upon written notice.

Warranty and Disclaimer

10.1  Eventeny shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions and shall perform Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled or unscheduled maintenance, or because of other causes beyond Eventeny’s reasonable control, but Eventeny shall use reasonable efforts to provide advance notice of any scheduled service disruption.
10.2  HOWEVER, EVENTENY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND EVENTENY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Indemnification

11.1  Customer Indemnification. Customer shall indemnify, defend, and hold harmless Eventeny and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or relating to: (a) Customer’s use or misuse of the Services; (b) Customer’s breach of this Agreement; (c) Customer’s violation of any applicable law or regulation; (d) Customer’s negligence or willful misconduct; or (e) any third-party claims arising from Customer’s events, including but not limited to personal injury, property damage, or intellectual property infringement claims.
11.2  Customer’s indemnification obligations under this Section shall survive termination or expiration of this Agreement.

Limitation of Liability

12.1  NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, EVENTENY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EVENTENY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO EVENTENY FOR THE SERVICES IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EVENTENY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2  THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S BREACH OF SECTION 3 OR 4, OR CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

Change of Control, Successors, & Continuity of Event

This Section 13 applies primarily to Order Form customers. For Platform Subscription customers, the assignment and transfer restrictions in Section 13.2 apply.

13.1  For purposes of this Agreement, a “Change of Control” means: (i) any merger, consolidation, or reorganization in which Customer is not the surviving entity; (ii) any sale, transfer, or disposition of all or substantially all of Customer’s assets related to the event; or (iii) any acquisition of more than fifty percent (50%) of Customer’s voting power or ownership interests by a third party.
13.2  Customer shall not assign, transfer, or otherwise delegate this Agreement, whether by Change of Control or otherwise, without Eventeny’s prior written consent, which may be withheld or conditioned in Eventeny’s sole discretion. Customer shall provide Eventeny with written notice of any anticipated Change of Control at least thirty (30) days prior to its occurrence. Customer shall remain jointly and severally liable with any successor for all obligations under this Agreement unless and until Eventeny has approved a written assumption by the successor entity.
13.3  Customer shall not take any action, including forming a new entity, restructuring, or transferring operations, for the primary purpose of avoiding its obligations under this Agreement. A “Successor Event” means any event substantially similar to the event in brand, name, location, exhibitor base, management, or overall operation. Any Successor Event shall remain subject to all obligations set forth in this Agreement.
13.4  In the event of a Change of Control, Eventeny shall have the right, upon written notice, to: (a) require written assumption by the successor entity; (b) renegotiate the commercial terms; or (c) terminate this Agreement upon thirty (30) days’ written notice and collect all remaining amounts due, including any applicable Early Termination Fee.
13.5  Any Change of Control shall not relieve Customer or its successor from any exclusivity obligations, fee commitments, early termination fees, or other payment or performance obligations. Eventeny may freely transfer and assign any of its rights and obligations under this Agreement without Customer’s consent.

Insurance

This Section 15 applies to Order Form customers and to any Platform Subscription customers whose events involve in-person attendees.

15.1  During the Term, Customer shall maintain, at its sole expense, commercially reasonable insurance coverage appropriate for Customer’s events and business operations, including but not limited to general commercial liability insurance with minimum coverage of $1,000,000 per occurrence. Upon Eventeny’s request, Customer shall provide certificates of insurance and shall name Eventeny as an additional insured.

Miscellaneous

19.1  Severability. If any provision is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
19.2  Entire Agreement. These Terms, together with the applicable Order Form or Subscription Details (as applicable), constitute the complete and exclusive statement of the mutual understanding of the parties and supersedes all prior agreements, communications, and understandings relating to the subject matter. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
19.3  No Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority to bind Eventeny in any respect.
19.4  Prevailing Party. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.
19.5  Notices. All notices will be in writing and deemed duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. For Platform Subscription customers, Eventeny may deliver notices to the email address associated with Customer’s account.
19.6  Governing Law and Venue. This Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions. Any dispute shall be resolved exclusively in the state or federal courts located in Fulton County, Georgia, and each party hereby consents to the personal jurisdiction and venue of such courts.
19.7  Arbitration. Notwithstanding the foregoing, Eventeny may, at its sole discretion, require that any dispute arising under this Agreement be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, conducted in Atlanta, Georgia. The decision of the arbitrator shall be final and binding.
19.8  Publicity. Customer agrees that Eventeny may use Customer’s name, logo, and a general description of the engagement in Eventeny’s marketing materials, website, and client lists. For Order Form customers, the parties shall work together in good faith to issue at least one mutually agreed upon press release with ninety (90) days of the Effective Date, and Customer agrees to reasonably cooperate with Eventeny to serve as a reference account upon request.
19.9  Non-Disparagement. During the Term and for two (2) years following termination, Customer shall refrain from making any disparaging or defamatory statements regarding Eventeny, its Services, or its personnel.
19.10  Non-Solicitation. During the Term and for twelve (12) months following termination, Customer shall not directly or indirectly solicit or hire any employee or contractor of Eventeny who was involved in the provision of Services to Customer.
19.11  Waiver. The failure of either party to enforce any provision shall not constitute a waiver of such party’s right to enforce such provision in the future.
19.12  Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. For Platform Subscriptions, Customer’s electronic acceptance through the Eventeny platform shall constitute a valid and binding agreement.

Updates to These Terms

20.1  Eventeny reserves the right to modify these Terms at any time. Eventeny will provide Customer with at least thirty (30) days’ written notice (which may be sent by email or posted at www.eventeny.com/legal/saas-agreement-and-terms/) of any material changes to these Terms. Material changes shall not apply retroactively and shall become effective thirty (30) days after notice is provided.
20.2  Customer’s continued use of the Services after the effective date of any modification constitutes Customer’s acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer may terminate this Agreement by providing written notice to Eventeny within the thirty (30) day notice period; provided, however, that any such termination shall not relieve Customer of its obligation to pay all Fees accrued prior to termination, any applicable Early Termination Fee, or any Shortfall amounts owed.
20.3  Eventeny shall maintain a publicly accessible archive of prior versions of these Terms at www.eventeny.com/legal/archive for a period of at least two (2) years.