1. ORDER FORM
These Terms are incorporated by reference into each order form, partnership form, purchase order, service order, service questionnaire or other similar document executed by You and All In The Loop (each “Order Form”), pursuant to which You receive the right to access and use the Mobile Event Solution, including the CMS and the App, as upgraded from time to time, for the number of events specified on the Order Form. These Terms and the Order Form together comprise a binding written agreement between You and All In The Loop, effective as of the date of mutual execution of the Order Form by You and All In The Loop (the “Agreement”). In the event of any conflict between the provisions contained in an Order Form and these Terms, the provisions in the Order Form shall control (provided, however, that the fact that a provision appears in an Order Form but not these Terms, or in these Terms but not the applicable Order Form, shall not be deemed to be a conflict for purposes of this sentence).
The term of the Agreement (“Term”) shall be the period set forth on the applicable Order Form. If the Term spans several years and the Order Form specifies annual fees, then fees are due in each year of the Order Form (“Contract Year”) or as otherwise specified. The Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form, unless You provide timely notice of nonrenewal as specified in the applicable Order Form.
3.1 Access. Upon Your acceptance of the Agreement, All In The Loop will provide You with login access to the CMS for the Term of the Agreement. Access to the CMS includes entering and updating content for Your event(s), pushing notifications to, and aggregating usage metrics from the App for Your event(s).
3.2 Customer Content; Mobile Platform Requirements.
3.2.1 Content. All event data, materials and content (“Content”) required for the App to operate properly must be supplied by You through the CMS or another App interface provided by All In The Loop currently or in the future. Failure to provide all Content required for successful operation of the App does not invalidate the Agreement or Your obligation to pay for the Mobile Event Solution. All In The Loop will provide You with documents and templates listing the type and format of the information needed to upload Content into the Event Center. Content may also include information or materials which You obtain from third party social networking sites and cause to be presented through the App. You represent and warrant that: (i) all Content is correct and current, is owned by You or You have the right to grant the license set forth below in these Terms; (ii) provision and/or use of Content hereunder shall not violate or infringe the intellectual property, privacy or publicity rights of any third party; and all placements of Content have been approved for All In The Loop's use. You further represent and warrant that Your execution, delivery and performance of the Agreement will not violate, conflict with, or require additional consent under any applicable law or contractual arrangement that You are a party to. You shall defend, indemnify and hold All In The Loop harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by All In The Loop or which are agreed by All In The Loop to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by You. You grant All In The Loop a limited, non-exclusive right and license to use the Content (including copyright, trademark, patent, publicity or other rights) for All In The Loop to provide the Mobile Event Solution and the right to disclose the Content to third-party service providers to operate the Mobile Event Solution.
3.2.2 Build Process and Minimum Timelines. You will be assigned a Project Manager shortly after submission of Your signed Order Form on all packages with Custom Build. The Project Manager will collaborate with You to schedule delivery dates for You to provide event information, graphics and other Content for configuring the App for Your event(s) (the “Delivery Schedule”). All In The Loop is not responsible for delays resulting from any failure by You to comply with the agreed upon Delivery Schedule.
3.2.3 Review and Submission. All Content must be submitted through the CMS, and, unless otherwise specified as an additional Service in Your Order Form, You are solely responsible for the build of the App through the CMS. Splash Screens, Logos and Icons must be emailed to your Account Manager or Support Advisor 7 days before the App is due to launch (e.g. the event date). Late submissions may lead to a missed launch date. All In The Loop is not responsible for delays resulting from any failure by You to comply with the agreed Splash Screens, Logos and Icons delivery date.
3.3 Upgrades.During the term of the Agreement, if All In The Loop upgrades the version of the App or CMS You are using under the Agreement, You will not be charged an upgrade fee. Should All In The Loop offer additional optional software modules in the future that complement the App or CMS, You may elect to purchase the optional software modules for an additional fee.
3.4 Additional Graphics. All In The Loop provides optional graphics arts services ("Additional Graphics") which may be used by You to supplement the Content including to create splash screen, icons, banners, and background, for an additional fee.
3.5 Devices. All In The Loop currently provides Native (iOS and Android) and web-based applications.
3.6 Mobile Event Solution Features. Mobile Event Solution features include an event schedule, exhibitor list, speaker list, maps, networking opportunities, exhibitor and sponsor advertising opportunities, integration with social media platforms, and access to the CMS to manage Content and run metrics on App usage. Optional features and services (including Click scavenger hunt photo game, live polling, Social Wall curated social content, integration with third party databases, and App Build Plus) are available if specified on the applicable Order Form.
3.7 Connection All In The Loop Event Apps require internet connection to update content and for Users to interact. It is the responsibility of the client to ensure that Users have a reasonable connection to gain access and interact with the Apps. Bandwidth requirements change depending on file sizes and content within the App. Live Polling using Presenter Tools uses significantly more bandwidth.
4.1 Confidentiality. Each party shall maintain the confidentiality of all information and data of the other and its affiliates, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with the Agreement and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party. The restrictions in this Section do not apply to any information which: (i) at the time of disclosure or thereafter is generally available to and known by the public or any third party (other than as a result of an unauthorized disclosure directly or indirectly by the non-disclosing party), (ii) was or becomes available to the non-disclosing party on a non-confidential basis from a source other than the disclosing party, (iii) has been independently acquired or developed by the non-disclosing party without violating any of its obligations under the Agreement. The terms and conditions (including pricing) of any order for All In The Loop products or services shall be deemed the Confidential Information of both You and All In The Loop. You acknowledge that mobile devices may be lost or stolen, and the transmission, processing or storage of sensitive information on such devices creates certain security risks that All In The Loop cannot mitigate, including without limitation onward dissemination of Content by attendees of the event(s). Therefore, Customer agrees that All In The Loop is not responsible for the unauthorized dissemination of any Content distributed to a mobile device through the Mobile Event Solution.
4.3 Sensitive Personal Information. Notwithstanding any provision to the contrary in the Agreement, You acknowledge and agree that use of the Mobile Event Solution to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Mobile Event Solution and therefore You shall be solely responsible for any such use of the Mobile Event Solution by You or Your employees, agents, subcontractors or clients, and All In The Loop shall bear no risk or liability for same. “Sensitive Personal Information” shall be defined as (a) the racial or ethnic origin of a data subject; (b) his/her political opinions,(c) his/her religious beliefs or other beliefs of a similar nature; (d) whether he/she is a member of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992); (e) his/her physical or mental health or condition (except for food allergies or medical contact information); (f) his/her sexual life; (g) the commission or alleged commission by him/her of any offense; (h) any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings; (i) national, social security or taxpayer ID number or other government issued ID numbers, date of birth and/or gender; and (j) financial account information; and (k) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number).
4.4 Analysis. All In The Loop reserves the right to perform statistical analysis of all of its web sites and its hosting systems. All In The Loop does this to measure the effectiveness of its web sites, to optimize website performance, to analyze users and usage and to ensure license compliance.
5. LICENSE GRANT
5.1 License. Subject to Your acceptance and continuing adherence to these Terms, All In The Loop grants You a non-exclusive and non-transferable license to access and use the Mobile Event Solution during the Term hereof solely for the purpose of configuring and deploying an App for Your event(s). The Mobile Event Solution may only be used for the number of events specified on Your Order Form, and, if you exceed the contracted number of events as specified on Your Order Form, You will be charged using the then-current rates for the overage. Except for the foregoing license, no other rights to any component of the Mobile Event Solution are granted hereunder.
5.2 No Title. This license confers no title or ownership in the Mobile Event Solution or any component thereof. This license is not a sale of any rights in the Mobile Event Solution including any instances of the App published for Your event(s). The Mobile Event Solution is owned by All In The Loop and You must treat it like any other copyrighted material.
5.3 No Subsidiaries.This Agreement is for Use on behalf of a single company or organization. You may not use this software on behalf of multiple companies or organizations. Supplemental subsidiary licenses are available for an additional fee.
5.4 No De-compilation. You may not copy or modify the App, reverse engineer it or disassemble/de-compile the App.
5.5 Not for Resale. You agree that You will not use the App or any component of the Mobile Event Solution for hire on behalf of another individual or organization or in any other resale capacity.
5.6 No Source Code. You will not receive or have access or license to any source code for the App.
7. WARRANTY OF TITLE; INTELLECTUAL PROPERTY INDEMNIFICATION
6.1. All In The Loop hereby represents and warrants to You that All In The Loop is the owner of the App and other components of the Mobile Event Solution Package being provided to You or otherwise has the right to grant to You the rights set forth in the Agreement. As Your sole remedy, in the event of any breach or threatened breach of the foregoing representation and warranty, All In The Loop shall, at its option, either: (i) procure, at All In The Loop’s expense, the right for You to use the App, (ii) replace the App or any part thereof that is in breach with App of comparable functionality that does not cause any breach, or (iii) refund to You the full amount of any fees paid by You to All In The Loop.
6.2. All In The Loop shall defend You against any claim or lawsuit by a third party (a “Claim”) against You to the extent such Claim alleges that the Mobile Event Solution, used in accordance with the terms of the Agreement, infringe any patent, copyright or trademark, or misappropriates a trade secret of a third party, and will indemnify You for all damages finally awarded against You by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by All In The Loop, arising out of such Claim. Notwithstanding the indemnity obligations specified under this paragraph or anything to the contrary under the Agreement, All In The Loop shall have no defense or indemnification obligation or other liability for any Claim arising from (i) use of the Mobile Event Solution other than in accordance with the Agreement; (ii) modification of the Mobile Event Solution; (iii) the combination of the Mobile Event Solution with any materials contributed by You or any third parties if the Mobile Event Solution would not directly infringe without such combination; (iv) any third party products, services, hardware, software or other materials; or (v) any obligation by You to defend or indemnify All In The Loop.
7. PRICING AND PAYMENT
7.1 The pricing and payment terms for the Mobile Event Solution are as set forth in the applicable Order Form signed by You and All In The Loop. Except as otherwise agreed in writing and signed by an authorized officer of both parties. 100% of all due payments must be received before submission of Your App(s) to their respective stores and Mobile Marketplaces can commence.
7.2 All past due payments will accrue interest due at a rate of two percent (2%) per month on the unpaid balance from the due date until paid in full, unless the applicable maximum rate chargeable is less, in which case that rate shall apply.
7.3 All In The Loop may, at its option, elect to terminate the Agreement and restrict Your access to the CMS and availability of the App for failure to pay any fees associated with the Agreement that are past due by more than sixty (60) days
8.1 Either party may elect to terminate the Agreement: (i) upon written notice to the other party of a material breach of obligations by that party regarding the Agreement unless such material breach is cured within thirty (30) days after such notice; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
8.2 You will not use the Mobile Event Solution in any manner which exceeds the scope of Your license under Section 6 (License Grant) of these Terms, or which violates Your obligations under Section 3.2.1 or Section 3.2.2 (Content; Mobile Platforms) of these Terms, or for any illegal purpose or in a manner which in All In The Loop’s reasonable judgment creates a foreseeable risk of harm to the Mobile Event Solution, other All In The Loop customers or third parties (all the foregoing "Prohibited Uses"). If You do use the Mobile Event Solution for any Prohibited Uses, All In The Loop may immediately suspend or terminate Your access to the Mobile Event Solution. All In The Loop may also take any self-help remedies necessary to prevent continued Prohibited Uses, including, but not limited to, deleting infringing content and/or removing access to contact information of individuals who lodge complaints with All In The Loop or All In The Loop's web-hosting company. You are still responsible for full payment of your Order Form even if Your access to the Mobile Event Solution is suspended or terminated for Prohibited Uses.
8.3 Except as otherwise specified on the Order Form or other document provided to You by All In The Loop, Section 9.1, Section 9.2 and Section 10.2 provides the entirety of each party’s termination rights under the Agreement.
8.4 Your License to use the CMS and App will continue so long as You remain in compliance with the Agreement. Upon termination, You shall cease using the App and any other components of the Mobile Event Solution and shall destroy all copies of the same in any form. All disclaimers of warranties and limitations of liability shall survive any termination of the Agreement.
9. LIMITED WARRANTY
9.1 Limited Warranty. You will have an opportunity to review the App as provided in Section 3.2.4 prior to submission of the App to the applicable Mobile Marketplaces. All In The Loop warrants to You that for a period of thirty (30) days prior to an event and one hundred and twenty (120) days following such event (the “Warranty Period”), it will ensure the App performs for such event, as reviewed by You, substantially in accordance with the product documentation, including marketing materials, furnished to You by All In The Loop.
9.2 Defects If All In The Loop receives notice that the App is defective, in accordance with the standard stated in Section 10.1 above, during the Warranty Period, All In The Loop will, at its option, either repair or replace the App or other element that proves to be defective. If All In The Loop is unable, within thirty (30) days, to correct a defect that You have notified All In The Loop of during the Warranty Period, as Your sole remedy for All In The Loop’s breach of warranty You will be entitled to terminate the Agreement upon written notice and obtain a full refund of any fees associated with the defective App for such event.
9.3 Any warranties set forth in these Terms do not apply to defects resulting from improper or inadequate installation, maintenance or configuration of the App or CMS performed by non-All In The Loop employees unless such non-All In The Loop employees were retained as contractors or consultants by All In The Loop.
9.4 YOU ACKNOWLEDGE AND AGREE THAT THE SALE OF GOODS ACT OF 1979 AND THE SUPPLY OF GOODS AND SERVICES ACT OF 1982, AS AMENDED, DO NOT APPLY TO AND ARE EXCLUDED UNDER THE AGREEMENT AND THAT, EXCEPT AS SET FORTH IN THESE TERMS, THERE ARE NO WARRANTIES EXPRESS OR IMPLIED EXTENDED TO YOU. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS LIMITED TO THE EXPRESS WARRANTY SET FORTH ABOVE IN THIS SECTION.
10. LIMITATION OF LIABILITY
10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR INDEMNIFY THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOST SAVINGS, COST OF COVER OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE MOBILE EVENT SOLUTION, THE CMS, OR THE APP OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL All In The Loop BE LIABILE OR INDEMNIFY YOU FOR: (I) ANY DAMAGES CAUSED BY YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES; OR (II) ANY CLAIMS OR DEMANDS OF THIRD PARTIES EXCEPT AS EXPRESSLY STATED IN THESE TERMS.
10.2. IN ANY CASE, ALL IN THE LOOP’S ENTIRE LIABILITY AND INDEMNITY OBLIGATIONS UNDER ANY AND ALL PROVISIONS OF THE AGREEMENT (IN THE AGGREGATE FOR ALL CLAIMS) SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR USE OF THE MOBILE EVENT SOLUTION WITHIN THE PAST TWELVE (12) MONTHS OF THE TERM. IF NO FEE IS PAID TO ALL IN THE LOOP, ALL IN THE LOOP DOES NOT RETAIN ANY LIABILITY.
10.3. NEITHER ALL IN THE LOOP NOR CUSTOMER EXCLUDES OR RESTRICTS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS OWN NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS ACTING IN THE COURSE OF THEIR EMPLOYMENT OR AGENCY OR TO ANY EXTENT NOT PERMITTED BY LAW.
10.4. THESE LIMITATIONS OF LIABILITY WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT.
11.1. Governing Law. The Agreement is governed by and will be construed in accordance with the laws of England and Wales, and is subject to the exclusive jurisdiction of the English courts located in London, England. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties waive their right to a jury trial.
11.2. Entire Agreement. The Agreement supersedes any prior oral or written statements, agreements, or representations and can be changed only by an amendment designated as such and signed by an authorized officer of both parties. Any additional or conflicting terms contained in any purchase order, proposal or other document provided by You shall be deemed to be rejected by All In The Loop without need of further notice of objection, even if such document is acknowledged or accepted by All In The Loop, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding on All In The Loop. The Agreement may be signed in multiple counterparts, and each shall be deemed an original. In the event that one or more of the provisions of the Agreement shall be found illegal or unenforceable, then such provisions shall be deemed struck and other provisions of the Agreement shall remain in full force and effect. All In The Loop’s failure to exercise or enforce any right, power or remedy under the Agreement shall not operate as a waiver thereof.
11.3. Assignment. Except for assignment to a party’s affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, All In The Loop may subcontract the provision of Services in whole or in part to a All In The Loop affiliate. The Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
11.4. Force Majeure. Neither party shall be declared in default by reason of any failure to comply with the terms of the Agreement, if such failure is due to ‘acts of God’, acts of government, fires, floods, epidemics, unavailability of materials, criminal acts, unavailability of third party communications facilities or services, unavailability of utilities or any cause or condition beyond their control, whether foreseeable or not.
11.5. Notice. Any notice pursuant to the Agreement shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under the Agreement.
11.6. Legal Fees. The prevailing party in any legal action to enforce or interpret the Agreement shall be entitled to recover reasonable attorney’s fees.
11.7. No Third Party Rights. The parties acknowledge and agree that a person who is not All In The Loop or Customer (including an employee, officer, director, agent, representative, or other affiliated third party of Customer or All In The Loop) has no rights under the Agreement, pursuant to the Rights of Third Parties Act of 1999, to enforce any term or condition of the Agreement.
11.8. Customer List. You agree that All In The Loop may use Your organization’s name and logo, and may use images that are posted in the Mobile Marketplaces to identify You as a customer of All In The Loop on All In The Loop’s website, in investor documents (whether or not filed with the Securities and Exchange Commission), and as part of a list of All In The Loop’s customers for use and reference in All In The Loop’s corporate and marketing literature.