General Terms

latest update: September 15, 2022 view versions history


1. Definitions

  1. “Customer Technology” means Customer software, hardware, network, internet connectivity, and other technology, whether developed and/or owned by Customer or made available to Customer by third parties other than EventPipe.
  2. “End User Fees” refers to any additional fees the Customer elects to charge its end users of a Reservation (“End Users”), whether they are listed out as additional line items, or built in to the cost of the Room Night.
  3. “Event Owner” refers to the organization or person utilizing the services of the Customer, including, without limitation, tournament(s) and sports event organizers, event owners and event planners.
  4. “Hotel” or “Property” refers to any form of accommodation, including, without limitation, hotels and motels, that the Customer offers to its customers.
  5. “Reservation” refers to a booking made within the Customer’s EventPipe account for one room for one or more nights. A canceled booking is considered a Reservation.
  6. “Room Night” refers to individual nights booked within a Reservation.
  7. “Software Service” refers to the specific EventPipe internet-accessible reservation management software service that is hosted by EventPipe or its services provider, and made available to Customer via the internet on a term-use basis.

2. Customer Account

  1. License. Subject to the terms and conditions of this Agreement, during the Subscription Term, EventPipe grants Customer a nonexclusive, non-assignable, non-transferable, revocable (as set forth in this Agreement) right, without the right to sublicense, for Authorized Users to access and use the Software Service solely for Customer’s internal business operations.

  2. Access. The Software Service may only be accessed by employees or representatives of Customer authorized by Customer (“Authorized Users”) who (i) have established a valid password and username (“Credentials”), and (ii) have agreed to abide by the terms and conditions of Acceptable Use Policy at Customer shall be solely responsible for: (a) all Credentials established by or on behalf of Customer and any Authorized User, (b) verifying the identity of each Authorized User through the use of two-factor authentication (if applicable) and validating use of Credentials by each Authorized User, and (c) monitoring Authorized User access to the Software Service to ensure that only those permitted to access and use the Software Service do so. Customer shall institute contractual, technological and/or functional procedures and processes as necessary to monitor use of Credentials and to protect and require Authorized Users to protect their Credentials. As between EventPipe and Customer, Customer shall assume all responsibility and liability with respect to access and use of the Software Service by or on behalf of Customer and all Authorized Users, including ensuring compliance with all of the obligations and restrictions set forth in this Agreement and with applicable law. Customer shall promptly inform EventPipe of any unauthorized use of the Software Service or breach of this Agreement or applicable law by Customer or any of its Authorized Users.

  3. Use Restrictions. Customer will not, directly or indirectly, and shall not permit any third party to: (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software Service; (ii) copy, in whole or in part, the Software Service or any component thereof; (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Software Service; (iv) sublicense, sell, rent, lease, transfer, distribute, or use the Software Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels. Customer shall not use the Software Service if and to the extent Customer is legally prohibited to do so. Customer shall not use the Software Service for purposes of monitoring the Software Service’s availability, performance or functionality, or for any other benchmarking or competitive purposes.

  4. Compliance. Customer represents and warrants that Customer will use the Software Service (and will ensure that use of the Software Service by or on behalf of Customer and Authorized Users is) in compliance with this Agreement, EventPipe’s standard published policies then in effect (including the Acceptable Use Policy) and all applicable laws, rules and regulations.

  5. Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software Service including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and related information, and the any other Customer Technology. Customer shall also be responsible for the Customer Technology in all respects, including maintaining the security of the Customer Technology.

  6. Integration of Non-EventPipe Platforms.

    1. Customer may choose to use features within the Software Service that involve integrations with Third-Party Platforms, and may enable data exchange between the Software Service and the applicable Third-Party Platform. “Third-Party Platform” means any platform, add-on, service, information or product provided by any third party that Customer elects to integrate or enable for use with the Software Service, including from any Hotel or Event Owner or Customer’s own systems, software, or infrastructure. Use of Third-Party Platforms is subject to Customer’s agreement with the Third-Party Platform provider and/or compliance with such Third-Party Platform provider’s terms of use, as applicable. EventPipe does not make any representations or warranties with respect to any such Third-Party Platforms and does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms use data received from the Software Service.
    2. The Software Service may permit Authorized Users (as defined below) to transmit information to and from Third-Party Platforms owned or managed by Customer, including via application programming interface, code snippet or other software, flat file upload, file transfer protocol, or otherwise. Any such Third-Party Platform, or any other Third-Party Platform owned or controlled by Customer that interacts with the Software Service or any output thereof, is a “ Customer System”. Customer acknowledges and agrees that in order to perform the Software Service, EventPipe must be able to, and Customer hereby grants EventPipe the right to access, test, and periodically audit any Customer System and its connection to the Software Service, if applicable. EventPipe does not control and has no responsibility or liability whatsoever for Customer Systems, including their security, functionality, operation, availability or interoperability or how Customer Systems, including but not limited to Third-Party Platforms, use or process data received from the Software Service.
  7. Suspension. EventPipe may suspend Customer’s access to the Software Service in whole or in part if Customer breaches this Agreement (including any breach of the Acceptable Use Policy)or if Customer’s actions risk harm to EventPipe or other customers or the security, availability or integrity of the Software Service. Where practicable, EventPipe will use reasonable efforts to provide Customer with prior notice of the suspension.

  8. Customer Data. As between Customer and EventPipe, Customer is solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Customer Data, regardless of form or format. “Customer Data” is the information provided by or on behalf of Customer to EventPipe to enable the provision of the Software Service (including all information provided by any Customer System through any connection method and all information provided by agents of Customer). Customer acknowledges and agrees that (i) Customer will be required to provide certain Customer Data to the Software Service to enable their operation, and (ii) the Software Service is designed to act on direction given to it by or on behalf of the Customer, and that Customer is solely responsible for such direction and the results thereof. Customer represents and warrants that Customer has the right to provide all Customer Data to EventPipe, and has obtained all necessary consent where applicable, including the consent of any applicable agent of Customer, Event Owner, End User, or Hotel for the Software Service to capture such data as the Software Service captures and to perform such actions as the Software Service may perform.

  9. License to Customer Data. Customer hereby grants to EventPipe and its relevant service providers a limited, nonexclusive, royalty-free, right and license, to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Customer Data (i) for performance of EventPipe’s obligations and exercise of EventPipe’s rights under this Agreement; and (ii) to create derivatives of such data, solely in de-identified and aggregated form (such derivatives, “Aggregated Data”). Customer agrees that EventPipe shall own all right, title, and interest in all Aggregated Data and in such improvements and derivative works.

3. Fees & Payment

  1. Fees. For the duration of the Subscription Term, Customer shall pay EventPipe the fees outlined in the “Subscription Term and Fees” section of the Order Form (the “ Fees”). All Fees referred to in this Agreement are in U.S. Dollars.
  2. Invoices. Customer will be invoiced monthly in arrears thirty (30) days following the end of each month in the Term,  or as otherwise agreed in writing by the parties.
  3. Payment Terms. Except as otherwise specified in the applicable Order Form, all invoices are due and payable in U.S. dollars within (30) days of invoice date. Unpaid invoices will be subject to a finance charge of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, as well as all costs of collection and attorneys’ fees. If Customer does not timely pay any invoice, then in addition to any rights EventPipe has under this Agreement, EventPipe may (i) deny Customer access to the Software Service immediately and without notice, until payment in full is received; and (ii) condition future renewals and Order Forms on terms different from those specified in this Agreement. Except as otherwise set forth in this Agreement, all Fees, once paid, are non-cancelable, non-refundable, and not subject to set-off.
  4. End User Fees. Customer will provide EventPipe a valid payment processing account at a provider subject to EventPipe’s approval (e.g. Stripe) if the Customer is electing to charge any End User Fees. Customer shall comply with all terms and conditions of such payment processor and obtain any required consents from End Users to charge any End User Fees. Customer will be responsible for any payment processing or merchant fees on any End User Fees that the Customer elects to charge or are otherwise required for EventPipe to perform the services.
  5. Taxes. Except as otherwise specified in the applicable Order Form, EventPipe’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities (“Taxes”), and Customer shall be responsible for payment of all such Taxes, excluding only United States (federal or state) Taxes based solely on EventPipe’s income. If EventPipe has the legal right or obligation to collect Taxes or Tax reimbursements from Customer, such Taxes will be invoiced to and paid by Customer, unless prior to invoice, Customer provides EventPipe with a valid tax exemption certificate authorized by the appropriate taxing authority. Any such tax exemption certificate must remain valid during the duration of this Agreement. EventPipe reserves the right to invoice Customer for past or current Taxes at any time, and Customer has an obligation to pay such Taxes, including if EventPipe determines in its sole discretion that EventPipe has the legal right or obligation to collect and pay past or current Taxes on behalf of Customer, or a tax exemption certificate is not applicable or valid.

4. Nondisclosure.

The following constitutes “Confidential Information”: (a) the terms, conditions, pricing, and schedules and implementation specifications contained in this Agreement; (b) all information identified and marked as confidential by a disclosing party (“ Discloser”) and provided to the other party (the “Recipient”); and (c) all other non-public information relating to Discloser’s technical or financial information or business affairs which is disclosed to Recipient or its Representatives by or on behalf of Discloser in connection with this Agreement whether or not marked as confidential. Recipient shall maintain in strict confidence Confidential Information and shall not, without the prior written consent of Discloser, disclose any of the Confidential Information to any third party. For the purposes of this section, the parties agree that the term “third party” shall not include (a) any legal adviser or accountant to Recipient or (b) any director, officer, employee or subcontractor who is bound in writing to Recipient to keep the Confidential Information confidential, and who (in the case of (a) and (b)) need to have access to the Confidential Information in order for Recipient to perform its obligations under this Agreement (“ Representatives”). Recipient shall ensure that each of the Representatives to whom disclosure is permitted under this section is aware that the Confidential Information is confidential and is not permitted to be used for any purpose except the performance of their respective duties to enable Recipient to perform its obligations or exercise its rights under this Agreement. Recipient shall be responsible for any breach of these confidentiality obligations by its Representatives. Each party acknowledges that a breach by a party of the confidentiality obligations in this Agreement could be subject to equitable claims, may result in damage to the other party and such other party, as a Discloser, shall have the right to seek specific performance or such other appropriate injunctive relief in the event of any unauthorized disclosure of Confidential Information without the requirement to post a bond. Notwithstanding the foregoing, Recipient shall have no confidentiality obligations with regard to information which: (i) is already known by Recipient prior to receipt of the Confidential Information, (ii) is or becomes generally available to the public through no disclosure in breach of this Agreement; (iii) is wholly and independently developed by Recipient without reference to or reliance upon Confidential Information; (iv) becomes lawfully available to Recipient from sources other than Discloser without such sources violating any confidentiality obligations to Discloser. Recipient may disclose the Discloser’s Confidential Information if required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, applicable laws, or arbitration or litigation arising out of this Agreement; provided, however, that to the extent permissible, Recipient shall, in advance of any such disclosure and unless restricted by applicable laws, promptly notify Discloser in order to enable Discloser reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement.

5. Warranty

  1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE SERVICE AND ANY RELATED SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER, AND EVENTPIPE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EVENTPIPE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY CLAIM OR DAMAGES CAUSED BY ANY THIRD-PARTY PLATFORM. In addition, EventPipe makes no representation that EventPipe operations or the Software Service or Related Services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from use of the Software Service and any Related Services. Customer hereby acknowledges and agrees that access to the Software Service may be affected by local market telecommunication network activity, capacity and compatibility with third-party communication equipment, Internet access software and browsers. EventPipe hereby disclaims and Customer hereby waives any and all EventPipe responsibility for any service interruption in connection with local market telecommunication network activity, capacity and compatibility with third-party communication equipment, Internet access software and browsers.
  2. Customer represents and warrants that: (a) Customer Technology will operate in accordance with this Agreement, is in good working order, free from material errors, defects, and malfunctions in accordance with industry standards; (b) Customer shall perform obligations outlined in this Agreement in a timely and professional and workmanlike manner using properly trained and qualified individuals; and (c) Customer agrees EventPipe has no liability for any failures or defects in Customer Technology or Third-Party Platforms.

6. Indemnification

  1. EventPipe Indemnification Obligations. EventPipe hereby agrees to indemnify, defend, and hold Customer and its affiliates and agents harmless from and against any and all unaffiliated third-party claims, demands, penalties, actions, other costs, liabilities and losses, including reasonable attorneys’ fees, investigative and legal costs (“Claim”) arising out of or resulting from a claim that the Software Service, when used in compliance with the terms of this Agreement, infringes on or misappropriates such third party’s valid U.S. patent, copyright, or trade secret (“IPR Claim”). If EventPipe receives information about an actual or threatened IPR Claim, EventPipe may at its option, and at no cost to Customer: (a) obtain for Customer the right to continue to use the Software Service; (b) replace or modify the Software Service so that it becomes non-infringing without reducing the Software Service’s overall functionality; or (c) terminate this Agreement upon written notice to Customer and refund to Customer any unused pre-paid fees for the infringing Software Service for the terminated portion of the applicable Subscription Term. EventPipe’s obligations in this Section 6.1 do not apply (i) to infringement resulting from Customer’s modification of the Software Service or use of the Software Service in combination with items not provided by EventPipe, (ii) to unauthorized use of the Software Service, (iii) to infringement arising from a breach by Customer of any provision of this Agreement, (iv) if Customer settles or makes any admissions about an IPR Claim without EventPipe’s prior consent or (v) claims indemnifiable under Section 6.2. This Section 6.1 sets out Customer’s exclusive remedy and EventPipe’s entire liability regarding infringement of third-party intellectual property rights.
  2. Customer Indemnification Obligations. Customer hereby agrees to indemnify, defend, and hold EventPipe and its affiliates and agents harmless from and against any and all third-party (including Hotels, End Users, Event Owners) Claims arising out of or resulting from: (a) the gross negligence or willful misconduct of Customer or its affiliates; (b) Customer’s material breach of any obligation, representation, warranty, or covenant contained in this Agreement; (c) any actual or alleged infringement of any intellectual property right by Customer or its affiliates or Customer Data; (d) any End User Fees charged by Customer, including the payment and processing of such End User Fees; or (e) a third-party supplier misrepresentation of hotel room rates, policies, amenities and booking site content, relocations of guests, hotel double charges, disputes between Customer and Hotels, End Users, Event Owner, credit card disputes or disclosure of net rates by Hotel.
  3. Indemnification Procedures. The indemnified party shall provide to the indemnifying party: (a) prompt notice of the claim (except to the extent a failure to receive notice does not materially prejudice the defense of the claim), (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Software Service and Related Services). The indemnified party may participate in a claim with its own counsel at its own expense.

7. Limitation of Liability.

Excluding each party’s indemnification obligations in Section 6 and Customer’s payment obligations under this Agreement, each party’s maximum liability arising out of this Agreement, whether based upon warranty, contract, tort or otherwise, shall not exceed the actual payments received by EventPipe from Customer in connection therewith during the twelve (12) month period immediately preceding such claim. Excluding each party’s indemnification obligations in Section 6 and Customer’s payment obligations under the Agreement, in no event shall either party or, its directors, officers, employees, agents or representatives be liable for any exemplary, indirect, special, incidental, consequential or punitive damages, including, but not limited to, loss of profits, loss of data or loss of use damages, arising under this Agreement, even if such party is advised of the possibility of such damages.

8. Intellectual Property

  1. Ownership As between EventPipe and Customer, (a) the Software Service and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Software Service, implementation services or support, including any of the foregoing developed by EventPipe to connect to or receive Customer Data from any Customer Technology, and (c) all intellectual property rights related to any of the foregoing are owned solely by EventPipe. Neither title to or any ownership interest in the Software Service shall pass to Customer. Customer agrees that, except as otherwise expressly and unambiguously provided for in this Agreement, Customer has no other intellectual property rights in the Software Service, related documentation, or EventPipe Confidential Information. Customer shall not remove any proprietary marks, legends, and patent and/or copyright and/or trademark notices that appear on the Software Service, related documentation or EventPipe Confidential Information or any copies thereof.
  2. Feedback. The parties acknowledge and agree that EventPipe may solicit and Customer may provide to EventPipe suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Software Service (the “Feedback”). Customer hereby grants to EventPipe a nonexclusive, perpetual, irrevocable, royalty-free, right and license to disclose, use and incorporate the Feedback for any lawful purpose.

9. Compliance with Laws.

Customer shall comply with all applicable governmental laws, ordinances, codes, rules, regulations, and orders in its performance under this Agreement, and will obtain all permits or licenses required in connection with the license and use of the Software Service.

10. Term and Termination.

  1. Term. Subject to earlier termination as provided below, this Agreement is for the Initial Subscription Term as specified in the Order Form, and may be renewed as set forth in the Order Form (collectively, the “Subscription Term”).
  2. Termination. Either party may terminate this Agreement for cause if upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
  3. Effect of Termination. Upon termination or expiration of this Agreement, all rights granted to use the Software Service and all obligations to provide the Software Service will immediately cease and Customer shall pay in full for the Software Service and Related Services up to and including the last day on which the Software Service and Related Services were provided. If this Agreement is terminated by Customer for cause in accordance with Section 10.2 (Termination), EventPipe will refund unused prorated prepaid fees. If this Agreement is terminated by EventPipe for cause, Customer is bound to pay all Fees covering the remainder of the term. In no event will termination relieve Customer of its obligation to pay any Fees payable to EventPipe for the period prior to the effective date of termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations and limitations of liability.

11. Publicity.

Upon execution of this Agreement, and not without prior consent of Customer (not to be unreasonably withheld, delayed or conditioned), EventPipe shall have the right to issue a press release describing the license and the parties’ relationship. EventPipe shall also have the right to use the name and logo of Customer (indicating Customer as owner of the logo) to identify Customer as a Customer of EventPipe in promotional materials, including EventPipe’s filings with public agencies. Except as set forth above, neither party will issue any press releases or engage in any other promotional activities, other than the foregoing, that identify the other party without obtaining such other party’s prior written approval; provided, however, that either party may at any time reiterate any information contained in any jointly issued or previously approved press release or promotional material, to the extent such information remains accurate.

12. Preferred Partner Status

During the term of this Agreement, EventPipe will use its commercially reasonable efforts to identify Customer as a “Preferred Partner” of EventPipe for services not provided directly by EventPipe and will provide Customer with the opportunity to bid for such services if requested by EventPipe’s customer. In addition, EventPipe and its customers will, unless otherwise mutually agreed, receive most favored nation pricing from Customer reflective of similarly-situated customers with similar transaction volume and service terms.

13. Assignment.

Neither party may delegate any duties or assign any rights or claims under this Agreement without the other party’s prior written consent, and any such attempted delegation or assignment will be null and void. Notwithstanding the foregoing, EventPipe may delegate duties or assign rights or claims under this Agreement to an entity acquiring substantially all of the assets or business of EventPipe or to an entity controlling, controlled by or under common control with EventPipe without Customer’s consent. If EventPipe assigns rights or claims under this Agreement to an entity acquiring EventPipe, Customer’s Fees and Subscription Term outlined in this Agreement will be enforced.

14. Notices. Any notice required or permitted to be sent under this Agreement shall be sent by

nationally recognized overnight delivery service (“Courier”) or certified mail, return receipt requested, to the Contracts Department of EventPipe or to Customer at the addresses set forth in this Agreement or at such other addresses as either party may from time to time designate in writing to the other. Any such notice shall be effective three (3) days after being deposited with a Courier or by mail as permitted above.

15. Miscellaneous

  1. Severability. Any provision of this Agreement, other than the provisions regarding payment obligations, that is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction shall be severed from this Agreement, and the remaining provisions shall remain in full force and in effect.
  2. Force Majeure. Neither party shall be liable to the other party for failure or delay in fulfilling its obligations (other than obligations to pay Fees) under this Agreement to the extent that such failure or delay is due to causes beyond its control.
  3. Waiver. Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition. Any waiver by a party of an available remedy against a breach or default by the other party will not constitute an ongoing waiver of any right to exercise available remedies against any future breach or default.
  4. Authorization. Customer represents and warrants that it has been duly authorized to execute and deliver this document and to perform its obligations under this Agreement, and the person signing on Customer’s behalf has the power and authority to do so.
  5. Governing Law. Any dispute relating to, or arising under, this Agreement shall be determined in accordance with the laws of the State of Delaware (except to the extent that federal law is controlling), without regard to its conflict of law principles. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in the State of Delaware and both parties submit to the personal jurisdiction of those courts. The application of the UN Convention on Contracts for the International Sale of Goods and all its relevant and valid amendments shall expressly be excluded.
  6. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective permitted successors and assignees.
  7. No Joint Venture. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind EventPipe in any respect whatsoever.
  8. Amendment. Any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by EventPipe. Nonetheless, with notice to Customer, EventPipe may modify any policies referenced herein to reflect new features or changing practices, but the modifications will not materially decrease EventPipe’s overall obligations during a Subscription Term.
  9. Entire Agreement. This Agreement, together with the Acceptable Use Policy, each as may be amended from time to time, sets forth the entire agreement and understanding of the parties with regard to the subject matter of this Agreement and supersedes all previous communications, whether oral or written, as well as any side letters, between the parties with respect to such subject matter. Neither the course of conduct between the parties nor trade usage shall modify or alter this Agreement. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by EventPipe; any of these Customer documents are for administrative purposes only and have no legal effect.