AGREEMENT

Eventival Subscriber Agreement

 

Last Update: 1 January 2024

This Subscriber Agreement  (“Agreement”) is entered into between (i) Eventival spol. s r. o., with its registered office at Seifertova 1527/16, Post Code 130 00, Praha 3, The Czech Republic, Company ID 28991214 (“Eventival”), as the creator, provider, and operator of the Service (as defined below), and (ii) you, as the corporate entity or an individual person, as the case may be, wishing to use the Service on the terms set out below (“Customer”).

For the avoidance of any doubt, if an individual is entering into this Agreement on behalf of an organisation, such organisation is the Customer and Eventival assumes that the representing individual has the power and authority required to bind such organisation to this Agreement.

1. Service

The Service ("Service") comprises the Customer’s use of the Eventival Application (“Application”) as well as certain related support and training services to be provided by Eventival (“Support Services”).

1.1. The Application

The Application is a web-based software system, accessible with a valid Eventival Account ("Eventival Account"), Eventival's single-sign on solution as defined in its Terms of Service, that serves to facilitate data administration and event management, and allows its users to view, post, publish, link, store, share, archive, manage and otherwise create and make available various data, ideas, opinions, recommendations, as well as textual, literary, artistic, musical, graphic or other content, including but not limited to photos and videos ("Content"), namely, but not exclusively, related to processing audio-visual data and organising festivals, conferences and other events (“Events”).

The Application consists of two parts: 

  1. Back Office, a password-protected part of the Application that contains databases and modules and is accessible to people with an Eventival Account who the Customer has authorised to have access to all or some of its parts (“Authorised Users”). The use of Back Office is subject to compliance with this Agreement and Eventival's Terms of Service and Data Protection and Privacy Policy.
  2. Visitor Page, a publicly accessible part of the Application that contains texts, images, information and modules with selected content from the Back Office the Customer has decided to display to anyone with access to the internet, and a password-protected part of the Application that may contain additional modules the Customer may use to communicate with selected people with a valid Eventival Account (“Visitors”). The use of the password-protected part of the Visitor Page is subject to compliance with Eventival's Terms of ServiceData Protection and Privacy Policy, and any additional terms that may be set by the Customer.

The Customer may not modify the Application in any manner except as permitted by the customer settings available in the Back Office of the Application.

1.2. Support Services

Support Services provided in accordance with this Agreement comprise maintenance and updates of the Application, as well as user support and training as set out in the Quote, agreed to by the Customer in writing prior to making this Agreement (“Quote”).

Upon the Customer’s request, Eventival may provide further Support Services (namely additional training) as well as custom development, data recovery, or modifications of the Services required as a result of an incorrect use of the Service, or further development of the Service for a fee quoted in the Quote or agreed with the Customer in writing.

2. Scope of the Agreement

The Customer is obtaining from Eventival the right to use the Service, and Eventival is providing the Customer a limited, non-exclusive, and non-transferable right to access and use the Service upon the payment of a fee in accordance with Clause 5 of this Agreement.

The Customer grants Eventival a limited, non-exclusive, and non-transferable right to use the Content uploaded to the Application as set out in Eventival's Terms of Service.

This Agreement, together with the Terms of Service and Data Protection and Privacy Policy, sets out the rights and obligations of Eventival and of the Customer regarding access and use of the Service and related Support Services, and these legal documents apply to anyone using it. By using the Service, the Customer acknowledges having read and fully understood and accepted these documents.

3. Start of Service

Upon receiving the Customer’s confirmation of interest in using the Service, Eventival will send the Customer a Quote specifying the timelines and financial and other conditions pertaining to the use of the Service. The Quote is an inherent part of this Agreement.

The Customer expressly agrees with and is bound by Eventival's Terms of Service, Data Protection and Privacy Policy, and this Agreement, and agrees to pay a yearly (annual) subscription fee for the Service in accordance with the Quote, unless otherwise agreed in writing.

Eventival will set up the Service and create one or more Authorised Users as per the Customer’s instructions, and make the Service accessible to the Customer. The Customer and its Authorised Users are henceforth entitled to use the Service and make it available to the Visitors. 

4. Package

The Package (“Package”) is the level of Service provided by Eventival in accordance with the corresponding Quote. The Package details the various modalities of the Service offered by Eventival to its Customers for a given fee. 

The Customer is entitled to use the level of Service in accordance with the Package specified in the Quote upon the payment of the respective fee. 

Eventival is not responsible for the Customer’s choice of an appropriate Package but will make all reasonable efforts to familiarise the Customer with the differences between the available Packages prior to providing the Customer with the Quote.

5. Fees and Payment

Based on the Quote, Eventival will issue an invoice (“Invoice”) which will be due and payable within thirty (30) days. The Customer is responsible for providing complete and accurate billing information to Eventival and agrees to pay the Invoice in full when due.

The Customer is responsible for all taxes (excluding taxes on Eventival's net income), and Eventival will charge tax when required to do so by law. If the fees are being paid via credit card or other electronic means, the Customer authorises Eventival to charge such fees using the Customer’s selected payment method.

In the event of non-payment, the Customer will pay to the Company a late payment interest of 0.1 % of the owed amount for each day of delay. In the event of a delay in payment of any part of the fee, Eventival may charge late payment interest as specified above and reserves the right, at its sole discretion and without limiting its other rights and remedies, to suspend or terminate the Customer’s use of the Service.

All fees paid for the Service are non-refundable, except as required by law or as explicitly agreed in writing.

If the Customer continues to use the Service in the subsequent year (Service Renewal as defined in Clause 7 below), Eventival will issue a Service Renewal Invoice based on which the Customer shall pay the yearly fee for use of the Service during that calendar year. 

Eventival may revise its Service fee rates specified in the Quote from time to time, and will notify the Customer via an e-mail notice of any such changes in fees at least thirty (30) days prior to the Customer’s Service Renewal date.

6. Authorised Users

The Customer may designate any number of individuals as users authorised to utilise the Service and upload or remove Content onto the Service on behalf of the Customer. 

Authorised Users may be the Customer’s or its Affiliate’s employees, representatives, consultants, contractors, agents, or other third parties acting for its benefit or on its behalf. Authorised Users will have the ability to access, monitor, use, export, and disclose all Content posted by other Authorised Users appointed by the Customer.

The Service is not authorised for use by persons under the age of 16, and the Customer is obliged to ensure that it does not authorise any such person to use the Service.

The Customer is solely responsible for:

  1. Creating its Authorised Users and managing their access levels;
  2. Ensuring that Authorised Users maintain the confidentiality of passwords to their Eventival Accounts; and
  3. Ensuring that each Authorised User's use of the Service complies with this Agreement, Terms of Service, and Data Protection and Privacy Policy.

The Customer is also responsible for providing any notice and obtaining any consents and authorisations as may be necessary:

  1. To allow Authorised Users to access, monitor, use, and disclose the Content posted on the Service; and
  2. To allow Eventival to provide Authorised Users with access to such Content.

Eventival may request that the Customer promptly terminate access to the Service of any Authorised User who: 

  1. Violates this Agreement or Eventival’s Terms of Service, and Data Protection and Privacy Policy; or
  2. Is using the Service in a manner that Eventival reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Eventival. If the Customer fails to promptly suspend or terminate such access to the Service, Eventival has the right to do so at its sole discretion.

Eventival shall not be liable for any actions or omissions on the part of the Customer’s Authorised User(s).

7. Term and Termination

This Agreement is concluded for the period stipulated in the Quote, and will be automatically prolonged for a period of one calendar year (“Service Renewal”) at the rates corresponding to the current Price List, unless agreed otherwise in writing prior to receiving an invoice.

The Customer may terminate this Agreement at any time by sending a written notice (including an e-mail notice) to Eventival. 

Eventival may terminate this Agreement by sending a written notice (including an e-mail notice) if:

  1. The Customer or its Authorised User(s) breach the Terms of Service or Data Protection and Privacy Policy, including the failure to pay the applicable fees,
  2. The Customer or its Authorised User(s) create a reasonable suspicion that they are engaging in malicious behaviour, such as attempting to hack or otherwise compromise the Service,
  3. The Customer or its Authorised User(s) are causing harm to the Service or its other users, or
  4. For any reason outside the control of Eventival which results in its inability to provide the Service (force majeure).

Eventival may terminate this Agreement with immediate effect or it may (in its sole discretion) grant the Customer a remedy period.

In the event that this Agreement is terminated: 

  1. The rights granted to the Customer pursuant to this Agreement (except as specifically set out in this section) will cease immediately; and
  2. Any Support Services provided by Eventival to the Customer will cease to be provided.

All fees paid for the Service and/or Support Services are non-refundable except as required by law or as explicitly agreed in writing.

For the avoidance of any doubt, the following provisions will survive the expiration or termination of this Agreement: Return of Customer Content, Governing Law, Dispute Resolution, Entire Agreement, Assignment, and Notices. 

8. Return of Customer Content

Upon termination of the Agreement, the Customer has the following options regarding the Customer Content:

  1. The Customer may retrieve its Content from the Application independently using the tools available therein, provided that the Customer retrieves the entire Content no later than on the day of the expiration of this Agreement. Eventival recommends that the Customer commences this process no later than 30 days prior to the expiry of this Agreement.
  2. The Customer may also request that Eventival retrieve the Content at the cost of the Customer as described below. Such request must be made in writing at least 30 days prior to the termination of this Agreement, following the expiry of which Eventival will delete the Content.
  3. Upon a written request of the Customer made no later than 30 days prior to the expiry of this Agreement, Eventival may agree with the Customer that Eventival will store the Customer Content for an agreed period of time and at a mutually agreed rate.

Eventival will charge the Customer for the work required to retrieve the Content at the rate of EUR 150 per hour of work. Upon request of the Customer, Eventival will provide an estimate of the time necessary to perform this task.

The Content will be returned to the Customer in the format of Excel spreadsheet(s) by a date agreed in writing between Eventival and the Customer. Eventival may require that this fee or its part is paid in advance. The Customer will confirm the return of the Content in writing.

Upon the expiry of a 30 days time period following the termination of the Subscriber Agreement, Eventival will delete the Customer Content, unless the Customer requested the return of the Content in accordance with paragraph 2. above, or unless otherwise agreed between Eventival and the Customer (such as under paragraph 3.) above). 

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Czech Republic, without regard to its conflict of law provisions, in particular by the Act no. 89/2012 Coll, the Civil Code and its provisions § 1724 et seq. and § 2358 et seq.

10. Dispute Resolution

All disputes arising in connection with this Agreement or the Service for which the aggregate value is below EUR 10,000 shall be finally decided by the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court.

All disputes arising in connection with this Agreement or the Service for which the aggregate value is above EUR 10,000 shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by three arbitrators in accordance with the Rules of that Arbitration Court.

In the event of doubt the value of the dispute is deemed to be above EUR 10,000.

11. Entire Agreement; Severability; Waiver

This Agreement together with the Terms of Service and Data Protection and Privacy Policy constitute the entire agreement between Eventival and the Customer concerning the Service and Support Services, and supersede and replace any prior or contemporaneous agreements, terms or conditions applicable to the use of the Service.

If any provision of this Agreement is held to be invalid or unenforceable by a court or arbitrators, the remaining provisions will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent.

Eventival's failure to enforce any right or provision of this Agreement shall not be deemed a waiver of its right to do so later.

12. Assignment

This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by the Customer to any third party without the prior written consent of Eventival, except to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of the Customer or of all or substantially all of its assets.

The Customer may not in particular, without an express prior written consent of Eventival, allow any use of the Service by third persons, regardless of whether in exchange for a fee or free of charge, or allow any third person to copy the Service or any part of it.

Eventival may assign or transfer its rights and obligations at any time as permitted by law.

13. Cooperation

The parties are obliged to co-operate with the aim of fulfilling the purpose of this Agreement.

Customer’s obligations:

The Customer will follow the recommendations provided by the Company regarding the use of the Service, will appoint a person responsible for the communication with the Company, and will inform Eventival about such appointment.

The Customer will notify Eventival of all requests regarding the Service through the communication channels set out in the manual which the Customer will receive from Eventival following the Order Confirmation.

The Customer will notify Eventival in writing without undue delay of any perceived defects or errors of the Service.

Prior to the provision of any Support Services, the Customer will provide Eventival in an efficient manner with all relevant information as may be necessary for the respective services to be provided and will ensure the appropriate cooperation of its employees or other staff with the person(s) appointed by Eventival to provide such Support Services.

The Customer will notify Eventival of any Events for which it uses the Service and will, upon Eventival's request, assist with the attendance of such Events.

Upon request, the Customer will share with Eventival the lists and contact information of persons attending its Events, provided that the attendees have agreed for their information to be shared, for Eventival's marketing needs.

The Customer agrees that Eventival will include the Customer’s name and logo in a list of its customers available online and in print and electronic marketing materials.

Obligations of Eventival:

Eventival will record all information provided by the Customer in order to keep an updated record of the Customer’s contact information and document the nature of reported issues.

Eventival will use all reasonable efforts to remedy (via electronic means and/or telephone) any reported issues without prejudice to the principle that the Service is provided on an “as is” basis without any guarantees regarding its performance (as set out above in Clause 2 of the Terms of Service).

Eventival will provide the Customer with the required Support Services as promptly as possible.

Eventival will notify the Customer at least 48 hours in advance by e-mail of any planned maintenance of the Service which may affect its use.

Eventival will inform the Customer of all changes in the processes or practices which may affect the use of the Service.

14. Notices

Any notices which shall be made in writing may be made also by e-mail. Any notices addressed to Eventival by e-mail shall be sent to info@eventival.com.

Any notices to the Customer shall be sent to the e-mail account of the Customer provided to Eventival in the Order Confirmation.

In the event of any questions regarding the Service, this Agreement, Eventival’s Terms of Service, or Data Protection and Privacy Policy, the Customer may at any time contact Eventival at info@eventival.com.

All other particulars concerning the collaboration with Eventival not regulated by this Agreement are governed by Eventival's Terms of Service and Data Protection and Privacy Policy.