EventSpark is a business solution offered by Optimal Internet Solutions, Inc., an Arizona corporation, that operates and maintains an Internet Web site at the URL http://www.EventSpark.com and other related links (the “Site”) with tools and processes to assist individuals looking for event and meeting space that’s suitable for individualized needs (“Services”). Together, the Site and Services and related materials, shall mean the “Services”. These Services are for use solely by persons who are authorized by Optimal Internet Solutions and have acquired proper and lawful access to access the Services solely for the limited purposes described in this Agreement. Persons accessing the Site and Services (the “End User”) are hereby bound to these terms.
1. PRIVACY, USER NAMES AND PASSWORDS.
2. LICENSED RIGHTS:
The Services allow End Users to create a profile based on the End User’s event space needs and preferences, and take advantage of Optimal Internet Solutions’ powerful event space preferences-matching technology. Subject to the terms of this Agreement, Optimal Internet Solutions hereby grants End User a limited, non-exclusive right to use and access the Services only for: (a) browsing the Site and using Services; and (b) to use the Services for non-commercial purposes and solely as stated on the Site and in this Agreement. End User shall fulfill the responsibilities in this Agreement, including the responsibility to administer and create a profile that does not violate any federal or state law, regulation, or directive, including laws against spamming.
Optimal Internet Solutions hereby grants End User a limited, non-exclusive, right to use features of the Services for End User’s event space search purposes only. End User agrees to use all of Services solely in accordance with the terms and purposes expressly authorized in this Agreement, and not for re-sale.
End Users will be provided with access to event space information and event space comparison features through the Services. The design of these features considered the Intellectual Property of Optimal Internet Solutions, and are licensed to End User solely for End User’s own personal use in connection
with the Services. End User shall use all of the information provided to End User or displayed on the Site in conformance with the limitations in paragraph 3. End User shall not: (a) reproduce, display, resell, distribute, or (b) use the Services for any commercial purpose other than for the End User’s individual event space needs.
3. PROPRIETARY RIGHTS:
Optimal Internet Solutions owns all right, title, and interests in and to the Services, and the name “EventSpark”, and Optimal Internet Solutions’ registered and unregistered, domestic and foreign, trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how, trade secrets, and other authorship and inventions of and relating to the Services (“Intellectual Property”), except as specifically excluded. This includes all templates, tutorials, sample questions and questionnaires, arrangements of vendor and event space provider information, Site interfaces, and other materials created by Optimal Internet Solutions relating to the Services. End User shall only use its limited grant of rights to Optimal Internet Solutions’ Intellectual Property for the purposes as stated in paragraph 2. Optimal Internet Solutions may from time to time make modifications to the Services based upon End User requests. Because Optimal Internet Solutions must use substantial resources to make and support such changes, and because such changes are derived from Optimal Internet Solutions’ existing Intellectual Property, Optimal Internet Solutions owns all right, title, and interest in and to such changes.
End User owns all right, title and interests in its own Intellectual Property including its trademarks, data inputs, images, videos, Web links, and other content or data uploaded, entered, or transmitted to Optimal Internet Solutions (“End User Data”) provided they are not derived from Optimal Internet Solutions Intellectual Property. End User grants Optimal Internet Solutions a limited, nonexclusive license to reproduce, distribute, display, use any End User Data necessary to provide Services under this Agreement.
End User also grants Optimal Internet Solutions a license to display End User’s name, registered and unregistered trademarks, and other identifying information in Optimal Internet Solutions’ marketing materials, including on the Site. End User shall not remove any copyright notice attached to Optimal Internet Solutions’ Intellectual Property, including those appearing on any Materials.
4. SOCIAL MEDIA AND THIRD-PARTY FEATURES:
As part of the many advanced features available in Service, End Users may opt to integrate various third-party social media and Web-based services into their experience with the Services. This integration feature can be selected at End User’s discretion and is a non-mandatory, opt-in feature. By opting-in, End User shall thereby permit the Service to engage various social media features to improve the End User’s personalized event space needs and to promote the Services to End User’s social connections. For example, the Services may integrate End User’s social media profile information, invite social connections to the Services, and perform other promotional functions. Any information entered into the Site to integrate such social media feature shall only be used for integrating social media in which End User participates in and for no other purpose. By opting into integrate third-party services into the Services, End User agrees to follow and be bound by the terms of service for such services.
5. PROHIBITED USES:
End User shall not, and shall not permit any third party on behalf of End User, to do any of the following prohibited actions using the Services:
a. copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Site in order to ascertain the source code for the Site;
b. transmit pornographic, obscene, threatening, harassing, hate-oriented, defamatory, racist, illegal, or otherwise objectionable material through the Site;
c. use the Site for the benefit of a third party, including, as part of any business of providing marketing, consulting or other services to End User’s clients;
d. engage in any activity that violates any laws of the United States, or any third party rights, including any intellectual property rights, privacy rights or publicity right; or
e. upload, download, or distribute files that contain viruses, corrupted files or software; and
f. Any third party software imbedded in the Site may be used only in conjunction with the Site and may not be used separately.
Additionally, Optimal Internet Solutions’ Services are designed to be engaging and provide a robust individualized search experience until End Users solve their event space and planning needs. While the Services support unlimited use and unrationed access to the Services, the End User hereby acknowledges that a reasonable use of these resources is expected. As such, any use of Services that is excessive or unreasonable in light of prevailing industry standards and Optimal Internet Solutions’ technology capabilities may require the approval of Optimal Internet Solutions. Such approval shall not be unreasonable withheld, unless End User’s excessive and unreasonable use creates extraordinary costs to Optimal Internet Solutions. Upon approval, the parties may agree to accommodate End User’s use by passing the additional costs to End User. However, if an accommodation cannot be agreed upon, Optimal Internet Solutions may resort to termination as described in this Agreement.
Without accepting the obligation to do so, Optimal Internet Solutions reserves the right to remove any content from the Site, for any reason or no reason at all, and report any suspicious behavior to the appropriate authorities or other necessary remedial actions.
To the extent End User Data incorporates the use of any third party services, such as content, hosting, and/or social media providers, End User shall comply with the terms of service and content restrictions of such services.
Presently, End Users derive significant value by using Optimal Internet Solutions’ advanced event space matching features at no cost. There is no fee incurred to End User for using the Services.
7. UPGRADING OF SERVICES:
Optimal Internet Solutions may from time to time improve the functionality of the Site and retire old features. Optimal Internet Solutions reserves the right to decide whether retired features will be available.
End User hereby warrants and represents that any and all of End User’s information and content provided to Optimal Internet Solutions, including images, profile information, and other is non-infringing, non-abusive, and that End User is authorized to provide Optimal Internet Solutions with such End User information. Any representations made in End User’s information, shall be verified by End User and not Optimal Internet Solutions.
The Site contains information provided by third-parties, the contents of which are solely controlled by those third-parties. Information on the Site relating to event space products and services, such as event hall size, capacity, catering, availability, pricing, or other features and specifications made by third-parties, like event space providers, shall be verified by End User and not Optimal Internet Solutions. Because of the promotional nature of this information provided by third-parties on the Site, it may change from time to time without further notice to End User. Accordingly, End User shall verify the accuracy of all information provided on the Site with the individual third-party vendors offering the products and services through the Site. Optimal Internet Solutions disclaims any responsibility for the accuracy and reliability of the information provided through its Services and on its Site. Additionally, Optimal Internet Solutions disclaims any responsibility for the accuracy or reliability of any information provided by End User, and disclaims any responsibility for End User’s reliance on the information provided by End Users or third-parties.
All Services provided by Optimal Internet Solutions to End User are provided “AS IS.” Other than the warranties expressly provided herein, Optimal Internet Solutions makes no representations or warranties of any kind concerning the Services, suggestions, features, offers, promotions, pricing, or their use. End User’s reliance and use of the Services and any information provided through the Site and Services is at End User’s own risk.
Optimal Internet Solutions represents and warrants that the Services shall be provided in a workmanlike manner that conforms to the relevant, prevailing industry standards. EXCEPT FOR THE WARRANTY ABOVE, Optimal Internet Solutions PROVIDES THE SERVICES AS IS AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. END USER UNDERSTANDS THAT OPTIMAL INTERNET SOLUTIONS IS DEPENDENT ON CERTAIN THIRD-PARTIES AND ON MATTERS OUTSIDE ITS CONTROL FOR DELIVERING THE SERVICES. AS SUCH, OPTIMAL INTERNET SOLUTIONS MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE OR RELIABLE. ANY MATERIAL OR DATA OBTAINED OR DOWNLOADED THROUGH THE SERVICES, INCLUDING DATA REPORTS, IS DONE AT END USER’S OWN RISK AND END USER SHALL REMAIN SOLELY RESPONSIBLE FOR ANY LOSS CAUSED BY SUCH MATERIAL, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA OR DAMAGE TO END USER’S COMPUTER SYSTEMS.
END USER ACKNOWLEDGES THAT OPTIMAL INTERNET SOLUTIONS PROVIDES A PLATFORM THROUGH WHICH END USERS PROVIDE DATA AND OTHER INPUTS IN ORDER
TO OBTAIN VALUABLE INSIGHTS, ANALYSES, AND REPORTS FROM OPTIMAL INTERNET SOLUTIONS. HOWEVER, OPTIMAL INTERNET SOLUTIONS DOES NOT CONTROL WHAT AND HOW END USER’S GATHER THEIR DATA OR THE QUALITY OF SUCH DATA FOR ANALYSIS PURPOSES. AS SUCH, END USER SHALL REMAIN SOLELY RESPONSIBLE TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY DATA AND INPUTS PROVIDED TO ACCOMPLISH THE SERVICES.
9. LIMITATION OF LIABILITY:
IN EXCHANGE FOR PROVIDING A COST-FREE SERVICE, IN NO EVENT WILL OPTIMAL INTERNET SOLUTIONS BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR ANY, DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, DATA, OR USE WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF OPTIMAL INTERNET SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. END USER ACKNOWLEDGES THAT OPTIMAL INTERNET SOLUTIONS HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THAT THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.
End User agrees to indemnify, hold harmless, and defend or settle at its own expense Optimal Internet Solutions and its subsidiaries, directors, officers, employees, and agents against any third-party claims, demands, losses, and damages, including reasonable attorneys’ fees, arising out of End User’s use of the Services, resulting from (b) any End User information provided to Optimal Internet Solutions; (c) for any unlawful practices, theft or fraud by End User; (d) inaccuracies or misrepresentations made in End User’s information; (e) intellectual property infringement; (f) breach of any representation, warranty, covenant or obligation under this Agreement, or (g) any acts or omissions related to this Agreement.
If any Service becomes, or in Optimal Internet Solutions’ opinion is likely to become, subject of such a claim of infringement, Optimal Internet Solutions may, but is under no obligation to either provide End User the right to continue to use that Service, or replace or modify the Service so it is no longer infringing. If neither of the foregoing is commercially and reasonably available to Optimal Internet Solutions, the Service may be deactivated by Optimal Internet Solutions with or without notice to End User.
THIS SECTION STATES END USER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION CLAIMS OR DAMAGES.
Optimal Internet Solutions may immediately terminate the Services and access to the Site for any reason
or no reason at all. Upon termination of the Services, Optimal Internet Solutions shall not have any obligation to make available or provide access to the Site or any information relating to the Services, whether provided by End User or third-parties. Accordingly, End User shall preserve any and all information End User needs.
Paragraphs 6 and paragraphs 8 through 12 shall survive termination of this Agreement.
12. GENERAL PROVISIONS:
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its own or other conflict of law principles. The Parties shall use good faith and all reasonable efforts to resolve any disputes arising from or relating to this Agreement by negotiating with each other in good-faith first. Any unresolved disputes may then be brought before a neutral mediator in Maricopa County, Arizona. Any disputes unresolved by mediation may then be brought in a court of competent jurisdiction in Maricopa County, Arizona.
This Agreement represents the entire final Agreement between the parties and supersedes all prior Agreements relating to the use of the Services, whether written or oral, unless otherwise expressly permitted in this Agreement. The terms of this Agreement may be modified or supplemented by Optimal Internet Solutions at anytime, with or without advance notice.
The failure by Optimal Internet Solutions to enforce any right within this Agreement shall not constitute a waiver of that right or any other rights of the Agreement.
The Parties understand that there may be an occurrence of an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance of this Agreement, in whole or in part. These occurrences and events include, but are not limited to: acts of God; acts of war; acts of public enemies; strikes; fires; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hacking; actions of the elements; or other similar causes beyond the control of Optimal Internet Solutions in the performance of this Agreement. Upon the occurrence of such event or effect, the End User agrees to excuse any performance under this Agreement and not hold Optimal Internet Solutions liable for the delay in or failure of any performance under this Agreement. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages.
End User shall not assign the right of access to the Site and Services to anyone at anytime.
Any notifications provided to End User though the Service shall be provided to End User using the information provided by End User through the Site.
If any provision of the Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.
Please address any questions relating to this Agreement to firstname.lastname@example.org.