EVENTSPROUT TERMS OF SERVICE FOR EVENT ORGANIZERS


WELCOME TO EVENTSPROUT, A TICKETING AND REGISTRATION PLATFORM OWNED AND OPERATED BY RED FROG EVENTS (“RFE,” “we” AND/OR “us”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY USING OR ACCESSING THE EVENTSPROUT WEBSITE, DOMAIN, SUB-DOMAIN OR SERVICES AVAILABLE ON OR THROUGH SUCH WEBSITES AND DOMAINS OR OTHERWISE PROVIDED BY US, INCLUDING OUR MOBILE APPLICATIONS (COLLECTIVELY, THE “SERVICES”), YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE CAREFULLY READ, FULLY UNDERSTAND AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS (“TERMS”), WHICH GOVERN ALL USE OF THE SERVICES. AS USED HEREIN, “RFE,” “WE” OR “US” SHALL REFER TO RFE, ITS OWNERS, OFFICERS, DIRECTORS, MEMBERS, AGENTS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.

THE SERVICES ARE OFFERED SUBJECT TO YOUR ACCEPTANCE, WITHOUT MODIFICATION, OF ALL TERMS AND OTHER RULES, POLICIES OR PROCEDURES THAT MAY BE PUBLISHED ON THE SERVICES. BY USING ANY EVENTSPROUT SERVICES, INCLUDING, WITHOUT LIMITATION, BROWSING, EVALUATING, DOWNLOADING, PURCHASING OR USING ANY OF THE SERVICES, YOU EXPRESS ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS, THE EVENTSPROUT PRIVACY POLICY (INCORPORATED HEREIN BY REFERENCE) AND ANY APPLICABLE LOCAL LAWS. YOU WAIVE ANY AND ALL DEFENSES YOU MAY HAVE BASED ON THE ELECTRONIC FORM OF THE TERMS AND THE LACK OF SIGNATURE BY THE PARTIES. IF YOU DO NOT AGREE TO ANY OF THE TERMS, DO NOT USE OR ACCESS THE SERVICES. THE TERMS MAY ONLY BE MODIFIED (A) THROUGH A WRITTEN TICKETING SERVICES AGREEMENT OR WRITTEN ADDENDUM AGREEMENT TO THIS TERMS, SIGNED BY YOU AND AN AUTHORIZED OFFICER OF RFE, OR (B) BY RFE WHICH, IN ITS SOLE DISCRETION, MAY MODIFY OR REPLACE ANY PORTION OF THE TERMS AT ANY TIME.

 

1. DESCRIPTION OF SERVICES

EventSprout is a service owned exclusively by RFE that offers, among other things, a quick and easy way for organizers (“Organizer” or You”) of free events (“Free Events”) or paid events (“Paid Events”) to register event attendees (“Registrants”) and, if applicable, to collect fees from Registrants in exchange for tickets or registration to a Paid Event (“Event Registration Fees”). If you are an Event Registrant, please refer to the EventSprout Terms of Service for Non-Organizers and Registrants.

 

2. ELIGIBILITY

To register as an Organizer, you must be age eighteen (18) or over and you agree to: (i) provide true, accurate, current and complete information about yourself and the event you are organizing (“Event”) as prompted by the website registration form (“Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or RFE has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RFE has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). RFE reserves the right to conduct due diligence on Organizer, in its sole discretion, at any time, which may include, but is not limited to, investigating Organizer’s creditworthiness, event organization experience, past events and the nature of the Event for which the Services are being used. RFE reserves the right to request information from Organizer that may assist it with the due diligence process and, if necessary, make changes to the process by which Organizer receives Event Registration Fees.

 

3. LICENSE GRANT

  • a. Subject to the Terms, RFE hereby grants to Organizer a non-exclusive, non-transferable limited right and license, without the right to grant sublicenses, to use and access the Services solely for the purposes of creating an Event page, promoting the Event and tracking and collecting Event Registration Fees. RFE shall retain all right, title and interest in and to the EventSprout software, which shall mean any software that is available on or through the EventSprout website or mobile application (“Software”) and its methodologies, processes, techniques, ideas, concepts, trade secrets, copyrights, know-how and all other intellectual property rights therein, as well as any modifications, improvements, enhancements, upgrades or derivative products thereof. For clarity, the Software will be deemed a part of the Services.
  • b. Organizer shall not: (i) disassemble, reverse engineer, decompile or otherwise attempt to derive source code from the Software; (ii) modify, adapt, create derivative works based upon or translate the Software; (iii) copy or install the Software on to any computer systems, servers or networks; (iv) assign, re-license or sublicense the Software or its right and license to the use of the Software; (v) transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the Software in any form to any third party; or (vi) use the Software to engage in any activity deemed by RFE to be in conflict with the purpose of the Software, reputable business practices or the spirit or intent of this Agreement.
  • c. Organizer shall be solely responsible for providing and maintaining all hardware and software and other requirements for Organizer’s use of the Software (including Internet access and a compatible web browser).
  • d. Organizer shall be solely responsible for (i) the account and passwords related to Organizer’s use of the Software, (ii) all activity undertaken by Organizer through the Software (including ensuring that all content posted by Organizer complies with U.S. copyright law) and (iii) all dealings with Event Registrants relating to the Event. Organizer shall include a working telephone number and contact email address on its Event page.
  • e. Organizer shall immediately inform RFE of any possible misuse of Organizer’s account and passwords or any security incident related to the Software or Services.
  • f. RFE shall use commercially reasonable efforts to create and maintain, where appropriate, firewalls, encryption technology, user authentication systems and access control mechanisms to control access to information maintained by RFE related to Organizer’s account, passwords and registrations.

 

4. INTELLECTUAL PROPERTY OWNERSHIP

RFE alone shall own all right, title and interest, including all related intellectual property rights, in and to the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Organizer or any other party relating to the Services. Organizer’s acceptance of the Terms does not constitute a sale and does not convey to Organizer any rights of ownership in or related to the Services. The EventSprout name, eventsprout.com, EventSprout logo, taglines and the product names associated with the Services are trademarks or service marks of RFE and no right or license is granted to any other party to use them.

 

5. COPYRIGHT AND TRADEMARK NOTICE

The Services are the copyright of RFE, all rights reserved. The event or brand names, logos and designs are the service marks or trademarks (collectively, “Marks”) of RFE or authorized third parties. Any unauthorized use of the Marks or our copyright is strictly prohibited. RFE has designated a Copyright Agent to receive notice of claims of copyright infringement on the Services and may be reached at: Red Frog Events, LLC, Attn: General Counsel, 320 W. Ohio St., Suite 1W, Chicago, Illinois 60654, 312-980-9991 (tel), 312-533-2354 (fax). If you believe that your work has been copied in a way that constitutes copyright infringement, please promptly provide a written communication to the Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services; (iv) your address, telephone number and e-mail address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are either the copyright owner or authorized to act on the copyright owner’s behalf.

 

6. LINKS

The Services may contain links to other websites (“Links”), over which RFE has no control or responsibility for their content. RFE provides the Links only as a convenience but their inclusion is not an endorsement by RFE in favor of any person or entity offering products or services. Any third party website that links to the Services (i) shall not create a frame, browse or border environment around any of the content of the website; (ii) may link to, but not replicate, website content; (iii) shall not state directly or imply that RFE is endorsing or sponsoring it or its products or services; (iv) shall not present false information about RFE or its products or services; (v) shall not use RFE trademarks or service marks without the prior written permission of RFE; (vi) shall not contain content that could be construed as distasteful, offensive, obscene or controversial; and (vii) shall not otherwise violate any copyright interest of RFE or affiliated party whose information and/or material are available on the Services.

 

7. TRANSACTION PROCESSING, FEES, REFUNDS & CHARGEBACKS

  • a. Event Registration Fees. For Paid Events, RFE shall, on behalf of Organizer, collect Event Registration Fees as a Payment Service Provider or Payment Facilitator. Registrants shall pay the Event Registration Fee by debit, credit or gift card and RFE’s third-party payment processor will process the payment.
  • b. RFE Service Fees. By establishing a Paid Event, Organizer agrees to pay RFE all then-applicable EventSprout Service Fees and Card Processing Fees, which are based on the number of tickets sold by Organizer and/or the value of such tickets. The EventSprout Service Fee shall be the amount described in detail at www.eventsprout.com/pricing, which is currently 2.25% plus $1.00 per ticket or registration sold. The Card Processing Fee is the sum of the actual card processing fee charged by RFE’s third-party payment processor (between 2.2% and 3.5% plus $0.30 per transaction) plus 0.5% per transaction.
  • c. Holdbacks. RFE may, in its sole discretion and at any time after Organizer commences using the Services, institute a holdback of funds or seek additional information from Organizer as part of the due diligence process. RFE shall have the right to verify all transactions and examine Organizer’s books and records in order to determine creditworthiness of Organizer.
  • d. Refunds. It is the responsibility of the Organizer to communicate its refund policy to Registrants and to issue refunds to Registrants at its own discretion. Organizer’s refund policy must be prominently displayed on Organizer’s Event page. Organizer shall ensure that its refund policy is consistent with the Terms and the payment and refund mechanics of the Services. ALL COMMUNICATIONS OR DISPUTES REGARDING REFUNDS ARE BETWEEN THE ORGANIZER AND REGISTRANT. RFE AND ITS AFFILIATES ARE NOT RESPONSIBLE OR LIABLE FOR, AND ORGANIZER AGREES TO FULLY INDEMNIFY RFE AND ITS AFFILIATES FOR, REFUNDS, ERRORS IN ISSUING REFUNDS OR LACK OF REFUNDS IN CONNECTION WITH THE USE OF CREDIT CARDS.
  • e. Notwithstanding the foregoing, Organizer acknowledges and agrees that RFE shall have the right to force a refund of any or all tickets at any time for any reason or no reason, including, without limitation, if RFE receives complaints from a substantial number (as determined by RFE in its sole discretion) of Registrants with respect to the applicable event or another event held by Organizer, or RFE determines, in its sole discretion, that Organizer has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Registrants(s) request a refund, whether due to a cancelled event or for any other reason where RFE would reasonably expect to lose a chargeback dispute, RFE may, in its sole discretion, issue such refund to such Registrant(s), and Organizer shall then owe the amount of such refund to RFE.
  • f. Chargebacks. Any credit card chargebacks initiated by a Registrant for any reason relating to an Event shall be charged back to the Organizer of such Event. ALL COMMUNICATIONS AND DISPUTES REGARDING CHARGEBACKS ARE BETWEEN THE ORGANIZER AND REGISTRANT, AND RFE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR, AND ORGANIZER HEREBY AGREES TO FULLY INDEMNIFY RFE AND ITS AFFILIATES FOR, CHARGEBACKS ISSUED IN THE COURSE OF COLLECTION OF EVENT REGISTRATION FEES.
  • g. Settlement. Upon processing of the sales transactions, RFE shall remit Event Registration Fees, less applicable service fees to Organizer. RFE will also deduct any chargebacks, refunds, returned items or overdue fees owed to it out of Event Registration Fees. In the event that unsettled Event Registration Fees are not sufficient to cover chargebacks, refunds, returned items or overdue fees, Organizer grants RFE the authority to debit Organizer’s bank account for the amount due.
  • h. Past due fees shall accrue interest at the annual rate of ten percent (10%) per annum. In the event of a delay in paying fees owed, you agree to reimburse RFE for any fees incurred, including reasonable attorneys’ fees, in collection efforts. RFE may suspend or deactivate your account if your account is more than thirty (30) days past due.
  • i. All fees and prices referenced herein or on the Services are in United States dollars, unless otherwise specified.
  • j. As the seller of record, Organizer will be solely responsible for, and will pay, any and all taxes, fees, assessments or liabilities chargeable by a governmental authority as a result of the Event or Organizer’s sale of tickets or registrations for the Event.
  • k. Paid Event Organizer Responsibilities. In consideration of Organizer’s receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International Inc. (“MasterCard”), VISA U.S.A. Inc. (“VISA”), Discover (“Discover”), and certain similar entities (collectively, “Associations”), Organizer is required to comply with the Association’s and other payment network’s by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively “Operating Regulations”). Organizer may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations, available as follows:
    http://usa.visa.com/merchants/
    http://www.mastercard.com/us/merchant/
    http://www.discovernetwork.com/merchants/
  • l. Organizer shall only complete sales transactions produced as the direct result of bona fide sales made by Organizer to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Organizer, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.

 

8. REFERRAL PROGRAM

RFE will pay a referral fee to Organizer if it refers revenue-generating organizers to EventSprout, subject to the following terms and conditions, which may be changed, modified or terminated at anytime in RFE’s sole discretion:

  • a. Prior to the referred Organizer’s initial use of the Services, the Organizer who referred the Organizer (“Referrer”) must have contacted the Organizer and have been instrumental in getting the Organizer initially to register for an sell tickets/registrations for an event using the Services, as determined by RFE in its sole discretion. The referral must be properly registered with EventSprout when the Organizer initially sets up its account.
  • b. RFE will pay the Referrer twenty-five cents ($0.25) per ticket or registration for a Paid Event that is actually paid to EventSprout during the 12-month period following the date of such Organizer’s first event going live via the Services (“Referral Fee”).
  • c. The Referral Fee does not include additional amounts such as taxes, royalties, card processing and other service fees and shall be net of all refunds, chargebacks and other deducted amounts.
  • d. The Referral Fee shall be capped at One Hundred Thousand Dollars ($100,000) per Referrer.

 

9. CONTENT

  • a. Site Content. Organizer agrees that all material, including, without limitation, information, data, software, text, design elements, graphics, images and other content contained in or delivered via the Services or otherwise made available by RFE in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. RFE either owns the Site Content or portions of the Site Content may be made available to RFE through arrangements with third parties. Except as expressly authorized by RFE in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other website or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of RFE. Organizer shall use the Site Content only for purposes that are permitted by the Terms and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
  • b. Event Content. Organizer acknowledges and agrees that if you contribute, provide or make available any Content to the Services (“Event Content”), you hereby grant to RFE a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Event Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. Organizer represents and warrants that it has all the rights, power and authority necessary to grant the foregoing license, and that all Event Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Event Content must be accurate and truthful. RFE reserves the right to remove any Event Content from the Services at any time if RFE believes, in its sole discretion, that it does not comply with the Terms. In addition, Organizer agrees that RFE may use Organizer’s name and logo (whether or not Organizer has made it available through the Services) for the purpose of identifying Organizer as an existing or past customer of RFE both on its website and in marketing and promotional materials.

 

10. CONDUCT

  • a. As a condition of use, you promise not to use the Services for any purpose that is prohibited by the Terms.
  • b. You are responsible for all of your activity, and all activity connected to your account, in connection with the Services.
  • c. You shall not (and shall not permit any third party to) either (i) take any action or (ii) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services, including without limitation any Event Content, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) you know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by RFE in its sole reasonable discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of RFE or any third party; (vi) impersonates any person or entity, including any employee or representative of RFE; or (vii) includes anyone’s identification documents or sensitive financial information.
  • d. You shall not: (i) take any action that imposes or may impose (as determined by RFE in its sole discretion) an unreasonable or disproportionately large load on RFE’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures RFE may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any portion of the Services; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of RFE’s guidelines and policies.
  • e. In its sole discretion, RFE reserves the right to access, read, preserve, disclose and/or delete any information as it reasonably believes is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to support requests, or protect the rights, property or safety of RFE, its users and the public.
  • f. If the Services include chat rooms, forums or other public-posting areas, RFE will not and cannot review every posting that may be made in such areas. RFE will not endorse or guarantee the accuracy of any posting regardless of the source and will not be responsible for any material posted in such areas. RFE shall have the right (but not the obligation) to periodically monitor the Services content to determine compliance with the Terms and to satisfy any law, regulation or authorized government request. RFE shall have the right in its sole and absolute discretion to edit, refuse to post or remove any material submitted to or posted on the Services.

 

11. LIMITATION OF LIABILITY

RFE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR LOST PROFIT DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, EVEN IF IT IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. RFE’S TOTAL AGGREGATE LIABILITY FOR ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY ORGANIZER AS CONSIDERATION FOR THE SOFTWARE AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. RFE SPECIFICALLY DISCLAIMS ANY LIABILITY ARISING FROM OR RELATED TO THE EVENT.

 

12. DISCLAIMER OF WARRANTY

RFE EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUSTAINABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. RFE DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE, (D) THE USE OF ITS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR (E) THAT THE SOFTWARE OR SERVICES WILL MEET ORGANIZER’S REQUIREMENTS. SOFTWARE AND SERVICES ARE PROVIDED TO ORGANIZER ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

13. INDEMNIFICATION AND RELEASE

IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO INDEMNIFY, HOLD HARMLESS AND RELEASE RFE AND ITS OWNERS, MANAGERS, MEMBERS, DIRECTORS, OFFICERS, PAST AND PRESENT EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, BUYERS, REGISTRANTS AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SERVICES, ORGANIZER’S ACCESS AND USE OF THE SERVICES, OR ORGANIZER’S EVENT.

IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:

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

 

14. SERVICE MODIFICATIONS, SUSPENSIONS & FORCE MAJEURE

RFE reserves the right at any time to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any or no reason with or without notice. You agree that RFE shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. RFE shall also have no liability by reason of any delay or failure to perform any obligation if the delay or failure to perform is caused by force majeure, including, without limitation, an act of God, weather, fire, casualty, work stoppage, power outage, civil disturbance, riot, war, act of Government, act of public enemy or other cause of nature beyond its control.

 

15. TERMINATION

You may terminate your EventSprout account or membership at any time, for any reason, although any outstanding obligations, including payment of amounts owed to RFE or indemnification, shall continue indefinitely. You agree that RFE may, with or without cause, immediately terminate your EventSprout membership or account and access to www.eventsprout.com or the Services without prior notice. You agree and acknowledge that RFE has no obligation to retain your Data, and may delete such Data, after termination. ANY UNAUTHORIZED USE OF THE SERVICES WILL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT. RFE, IN ITS SOLE DISCRETION, MAY TERMINATE YOUR PASSWORD, ACCOUNT OR USE OF THE SERVICES IF YOU BREACH OR OTHERWISE FAIL TO COMPLY WITH THE TERMS.

 

16. MODIFICATION

RFE reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of the Terms at any time. It is your responsibility to check the Terms periodically for changes. Your continued use of the Services following the posting of any changes to the Terms constitutes acceptance of those changes. If any change to the Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services. Organizer’s continued use of the Services following our posting of a change notice or new Terms and/or sending Organizer the change notice via e-mail will constitute binding acceptance of the change.

 

17. PRIVACY

Please refer to our Privacy Policy and use caution to protect information that is important to you, as information you submit to RFE may be publicly accessible. RFE is neither responsible for protecting such information nor liable for the protection of privacy of e-mail or other information transferred through the Internet or any other network. RFE does not control and shall not be responsible for the acts of you or any other users of the Services (whether Organizers, Registrants or others). Please note that RFE may use information about Registrants for marketing or promotion of other events, services or products, including those conceived, developed, hosted or produced by RFE, that may be of interest, in RFE’s sole discretion, to such Registrants.

 

18. INTERNATIONAL USE

RFE makes no representations regarding the legality of access to or use of the Services outside of the United States of America. Access in countries where the Services or Content is illegal is prohibited. Users who access the Services from outside the United States of America do so at their own risk and are responsible for compliance with any local laws.

 

19. MISCELLANEOUS

  • a. Headings. The headings in the Terms are for convenience and have no legal or contractual effect.
  • b. Validity of Agreement. You represent and warrant that you have authority and permission to enter into the Agreement and that may enter into the Agreement without violating the rights of any person or entity.
  • c. Merger. The Terms, Privacy Policy and any other Service-related rules established by RFE constitute the entire agreement between the Parties and replace any and all prior negotiations, representations or agreements between them, whether oral, electronic or written.
  • d. Assignment. You may not assign the Terms or your EventSprout account without RFE’s written consent.
  • e. Severability. If any part of the Terms is held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other portion of the Terms, which shall continue in full force and effect.
  • f. Parties’ Relationship. Nothing herein shall create a partnership, joint venture or principal-agent relationship between the Parties.
  • g. Governing Law and Venue. The Services are controlled and maintained by RFE from its offices in the State of Illinois, United States of America. Any controversy or claim arising out of relating to the Terms or the provision of the Services shall be exclusively governed by the laws of the State of Illinois. You consent to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois in all disputes arising out of or relating to the Terms or use of the Services without regard to conflict of laws or choice of law principles.
  • h. No Waiver. RFE’s failure to exercise in any respect any right provided in the Terms shall not be deemed a waiver of any other right or remedy to which it may be entitled.
  • i. Time To File Claim. You agree that regardless of any federal, state or local statute or law to the contrary (which you hereby expressly waive), any claim or cause of action arising out of or related to the Term or use of the Services must be filed within one (1) year after such claim or cause of action rose or be forever barred.
  • j. Notice. Notices to Organizer may be made via either email or regular mail to the address in RFE’s records. Any notice from Organizer to RFE shall be sent in writing by certified or registered mail, return receipt requested, or dispatched by expedited delivery service to Red Frog Events LLC, Attn: General Counsel, 320 W. Ohio St., Suite 1W, Chicago, Illinois, 60654.