Organizing an event
Solutions Addendum
Last Updated: March 11, 2020. To learn more about 91制片厂's Legal Terms, take a look听.
In this article
Overview
1. Ticket Stock
2. Short Term Leased Equipment
3. Long-Term Leased Equipment
4. RFID Services
5. Onsite Registration Suite
6. Onsite Services
7. Web Presence
8. Third Party Website Development
9. Additional Organizations
Overview
During the Term of the applicable Services Agreement or Statement of Work into which this Solutions Addendum is incorporated (either, an 鈥淎greement鈥), 91制片厂 agrees to provide the additional products and services stated in the Agreement (鈥淪olutions鈥) subject to the terms and conditions stated below (the 鈥淪olutions Addendum鈥). Capitalized terms used but not defined in this Solutions Addendum are defined in the听听(the 鈥淭erms of Service鈥) and the Agreement.
The Solutions will be deemed to be 鈥淪ervices鈥 under the Terms of Service and information collected through any Solutions will be subject to the terms of听. Organizer will be responsible for using the Solutions in a manner that complies with all international, federal, state and local laws and the rules and regulations of all credit card companies.
91制片厂 may engage third party providers to provide any Solutions (a 鈥淭hird Party Provider鈥). As such, any Solutions may be provided by 91制片厂 or through a Third Party Provider, at 91制片厂鈥檚 discretion. Organizer agrees to be bound by any applicable terms of use and privacy policy of that Third Party Provider. However, 91制片厂 will have no obligations to Organizer under the Third Party Provider鈥檚 terms and makes no representation or warranty about the Third Party Provider鈥檚 services or products.
1. Ticket Stock
If the Agreement provides for ticket stock, the following terms apply:
91制片厂 will provide the quantity of comped ticket stock stated in the Agreement. Organizer agrees to pay 91制片厂鈥檚 cost of shipping ticket stock to Organizer. Additional ticket stock may be purchased through 91制片厂鈥檚 third party partner,听.
2. Short Term Leased Equipment
If the Agreement provides for Short-Term Leased Equipment, the following terms apply:
At the written request of Organizer, 91制片厂 will lease (or cause a third-party to provide) equipment to Organizer on short term basis for specific Events (the 鈥淪hort-Term Leased Equipment鈥). In exchange for the Short-Term Leased Equipment, Organizer will pay the fees stated in the Agreement (鈥淓quipment Lease Charges鈥) (if any). For the avoidance of doubt, if Organizer leases Short-Term Leased Equipment from 91制片厂 for multiple Events, the Equipment Lease Charges will recur for each Event. In addition, Organizer agrees to pay 91制片厂鈥檚 cost of shipping Short-Term Leased Equipment to and from Organizer. Organizer must make a written request (email being acceptable) to 91制片厂 for Short-Term Leased Equipment at least 14 days before the Event and execute 91制片厂鈥檚 standard equipment lease . 91制片厂 reserves the right to modify the Short-Term Leased Equipment quantities based on the actual need at the Event.
3. Long-Term Leased Equipment
If the Agreement provides for Long-Term Leased Equipment, the following terms apply:
At the written request of Organizer, 91制片厂 will lease (or cause a third party to provide) equipment to Organizer for multiple Events (the 鈥淟ong-Term Leased Equipment,鈥 and together with the Short-Term Leased Equipment, the 鈥淟eased Equipment鈥). In exchange for the Long-Term Leased Equipment, Organizer will pay the fees stated in the Agreement (鈥淓quipment Lease Charges鈥) (if any). In addition, Organizer agrees to pay 91制片厂鈥檚 cost of shipping Long-Term Leased Equipment to and from Organizer. Organizer must make a written request (email being acceptable) to 91制片厂 for Long-Term Leased Equipment at least 14 days before the Event and execute 91制片厂鈥檚 standard equipment lease. 91制片厂 reserves the right to modify the Long-Term Leased Equipment quantities based on the actual need at the Event.
4. RFID Services
If the Agreement provides for RFID Equipment and associated services (鈥淩FID Services鈥), the following terms apply:
4.1 RFID Equipment. At the written request of Organizer, 91制片厂 will lease Organizer a reasonable number (as determined by 91制片厂 based on the number of Consumers attending a specific Event) of Onsite RFID handheld and RFID portal scanning devices to service mutually agreed-upon areas of the Event (i.e. box office, customer service, entry gates, VIP areas and select back-of-the-house scan points) (the 鈥淩FID Equipment鈥) on a short-term basis for the specific Event(s) or duration set forth in the Agreement. For the avoidance of doubt, the terms stated herein exclude equipment to support sponsorship lead retrieval. Organizer must make a written request (email being acceptable) to 91制片厂 for RFID Equipment at least two months prior to the Event, and RFID Onsite Support will be required to deploy and support the RFID technology provided via the RFID Equipment. In consideration of Organizer deploying 91制片厂鈥檚 RFID Equipment at an Event, 91制片厂 agrees to waive its standard fees for leasing the RFID Equipment.
If Organizer chooses to deploy RFID functionality at an Event, Organizer agrees to exclusively use 91制片厂鈥檚 RFID product and services at that Event. Once Organizer confirms with 91制片厂 the RFID Equipment quantities and services for an Event, 91制片厂 reserves the services staff and Equipment for the Event. If Organizer cancels RFID Equipment and/or Onsite Services following the Effective Date of the Agreement, Organizer agrees to pay 91制片厂 50% of the current retail cost of such RFID Equipment and Onsite Services reserved for the Event, unless such cancellation is due to a force majeure event beyond the control of Organizer. Notice of cancellation must be sent in writing (email being acceptable) to Organizer鈥檚 91制片厂 account manager.
RFID Equipment may be picked up by Organizer or shipped to Organizer (or in the case that Onsite Services is provided for a given Event, RFID Equipment may be brought to such Event by Event Staff). In the case that RFID Equipment is shipped to Organizer or picked up by Organizer, Organizer will be required to enter into 91制片厂鈥檚 standard equipment lease agreement. In the case that Onsite Support are purchased from 91制片厂 and Equipment is brought to an Event by 91制片厂 staff, the risk of loss of such RFID Equipment will pass to Organizer when such RFID Equipment is checked out to Organizer鈥檚 employees, volunteers or other staff and the risk of loss of such RFID Equipment will pass back to 91制片厂 when such RFID Equipment is returned to 91制片厂鈥檚 staff. In the case that Onsite Support is purchased from 91制片厂 and RFID Equipment is brought to an Event by Event Staff, RFID Equipment will be returned to such Event Staff in the same condition as when checked out, reasonable wear and tear excepted. Should Organizer fail to return any RFID Equipment in such condition upon conclusion of an Event, Organizer will be obligated to reimburse 91制片厂 for its costs to acquire replacement RFID Equipment. Organizer may not transport, export or otherwise transfer RFID Equipment outside of the country or state that 91制片厂 delivers the RFID Equipment.
4.2 Credentials. Organizer is responsible for securing RFID credentials (i.e. wristbands, badges or other credentials) (the 鈥淐redentials鈥) from a credential provider approved by 91制片厂 (the 鈥淐redential Provider鈥). Organizer agrees to have the Credentials delivered to the Fulfillment Provider, as defined below, and/or to the Event on the timelines agreed upon by the parties. 91制片厂 will activate the RFID chips in the Credentials (the 鈥淩FID Chip Activation鈥) either (i) at time of Fulfillment, or (ii) at the Event when the Credential is distributed to a Consumer. In exchange for the RFID Chip Activation, Organizer agrees to pay the fees stated in the Agreement for each unique scanned Credential (the 鈥淩FID Activation Fee鈥). 91制片厂 will withhold funds from Organizer鈥檚 final settlement following the Event in an amount equal to the RFID Activation Fee if Organizer鈥檚 account has sufficient funds to cover the RFID Activation Fee. If Organizer鈥檚 account does not have sufficient funds to cover the RFID Activation Fee, 91制片厂 will invoice Organizer for the RFID Activation Fee following the Event. The process of 91制片厂 withholding or, alternately, invoicing Organizer for fees for RFID Service Fees described in the preceding sentences will be referred to as 鈥淐harge鈥 in this Addendum.
4.3. Fulfillment. 91制片厂 will manage Credential fulfillment and shipping (including postage costs) to Consumers (鈥淔ulfillment鈥) through a third party fulfillment provider (the 鈥淔ulfillment Provider鈥). Organizer agrees to work with 91制片厂鈥檚 preferred Fulfillment Provider on the Fulfillment options selected by Organizer. In exchange for Fulfillment, Organizer agrees to pay the fees stated in the听听based on the fulfillment option, print package and add-ons selected by Organizer (the 鈥淔ulfillment Service Fee鈥). Organizer will execute a Statement of Work (the 鈥淪OW鈥) provided by the Fulfillment Provider confirming the specific services and prices to be provided to the Organizer by the Fulfillment Provider for a specific Event. The Fulfillment Service Fees stated in the Fulfilment Rate Card are applicable for the current calendar year and are subject to change in subsequent calendar years. If applicable, any changes to the Fulfillment Rate Card will be reflected in the SOW. 91制片厂 will pay Fulfillment Provider directly the Fulfillment Service Fees agreed upon in the SOW. Organizer may choose to collect a Shipping & Handling Fee from Consumers (the 鈥淪&H Fee鈥) per order sold on the Site. The amount of the S&H Fee is at Organizer鈥檚 discretion. If the total amount of the S&H Fees collected by Organizer on the Site for an Event is greater than the total amount of the actual Fulfillment Service Fees incurred by Organizer for an Event, 91制片厂 will remit the difference to Organizer within 30 days following the Event. If the total amount of the S&H Fees collected by Organizer on the Site for an Event is less than the total amount of the actual Fulfillment Service Fees incurred by Organizer for an Event, 91制片厂 will Charge Organizer for the difference within 5 days following the Event.
4.4 Cashless. If Organizer elects to deploy cashless payments at the Event, Consumers can make credit card, debit card and RFID-based payments using Organizer鈥檚 Credential and Organizer will be able to process the RFID-based transactions through an internal or third party payment processor. Organizer will be responsible for leasing cashless payment tablets (the 鈥淧ayment Tablets鈥) from a third party vendor approved by 91制片厂 (the 鈥淐ashless Service Provider鈥). In consideration of 91制片厂 configuring the Credentials to make cashless payments using the Payment Tablets, Organizer agrees to pay the fees stated in the听听(or such fees to be mutually agreed upon in writing by the parties) (the 鈥淐ashless Service Fee鈥). 91制片厂 will Charge Organizer for the Cashless Service Fee immediately following the Event. Organizer will not be obligated to pay the Cashless Service Fee on merchandise sold through the Payment Tablets using non-RFID payment methods (i.e. cash or credit or debit card transactions that are paid with the actual card). All other costs associated with cashless services (including fees for renting and configuring the Payment Tablets) will be between Organizer and the Cashless Service Provider.
4.5 Sponsorship. If Organizer elects to deploy sponsorship lead retrieval services, 91制片厂 will provide RFID scanning devices at specific locations selected by Organizer at the Event (i.e. sponsorship booths) where attendees can scan their Credentials (the 鈥淪ponsorship Portal鈥). In exchange for providing Sponsorship Portal services, Organizer agrees to pay the fees stated in the听听(the 鈥淟ead Retrieval Service Fee鈥). 91制片厂 will Charge Organizer for the Lead Retrieval Service Fee immediately following the Event. The Sponsorship Portal requires hard line Internet access. Following the Event, 91制片厂 will provide Organizer with the data collected from Attendees through the Sponsorship Portal. Organizer agrees to the following terms in connection with Sponsorship Portal services:
Organizer is solely responsible for notifying and seeking consent from each Attendee prior to offering the ability to scan the Attendee鈥檚 Credential in connection with the Sponsorship Portal. Such notification will include without limitation a description of what information is being collection and how it will be used;
In connection with applicable privacy laws, and specifically those pertaining to Attendees protected by the data privacy laws of the European Union, Organizer is the data controller with respect to the Attendees鈥 personal data received from 91制片厂 through the Sponsorship Portal and, as such, Organizer agrees to process such personal data in accordance with its obligations under applicable data protection law. For purposes of the Sponsorship Portal services, 91制片厂 is a data processor which means that 91制片厂 processes Attendees鈥 personal data on Organizer鈥檚 behalf and are not responsible for ensuring its compliance with the applicable data protection principles; and
Organizer agrees to indemnify and hold 91制片厂 harmless from any third party claim arising from 91制片厂鈥檚 offering of the Sponsorship Portal services.
4.6 RFID Fees. The RFID Activation Fee, the Fulfillment Service Fee, the Cashless Service Fee and the Lead Retrieval Service Fee (collectively, the 鈥淩FID Fees鈥) are exclusive of sales tax. Unless otherwise indicated, the RFID Activation Fee is charged for each unique scanned credential, and pricing recurs per event. Organizer is responsible for collecting and remitting any applicable taxes to the relevant tax authority as stated in the Terms of Service. Organizer acknowledges and agrees that the RFID Fees are promotional fees for the current calendar year and may increase in subsequent calendar years and/or renewal terms of the Agreement. Organizer agrees to adhere to the timeline and project plans as they relate to delivery of the Credentials and Fulfillment as provided by 91制片厂, Fulfillment Provider and Credential Provider. If Organizer fails to meet deadlines and/or is not responsive to project plan requests, Organizer will be obligated to pay any direct costs or penalties resulting from Organizer missing deadlines.
4.7 Tech Rider. Organizer agrees to comply with the technology and infrastructure requirements stated in the听听(the 鈥淭ech Rider鈥). Specifically, Organizer agrees to provide 91制片厂 with each of the items, technology and services listed in the Tech Rider (the 鈥淭ech Rider Requirements鈥). Organizer agrees that it will provide the Tech Rider Requirements to 91制片厂 a minimum of 24 hours prior to the start of the specific Event. If the Tech Rider Requirements are not available to 91制片厂 in the quantities and at the locations and times specified by 91制片厂, then Organizer agrees to pay 91制片厂 USD $450 (GBP 拢360) / per hour until Organizer has provided all of the Tech Rider Requirements to 91制片厂. The parties agree that the damages to 91制片厂 from failure to provide all the Tech Rider Requirements are difficult or impossible to ascertain and that USD $450 (GBP 拢360) / per hour is a reasonable approximation of such damages and will be deemed liquidated damages and not a penalty.
4.8 FCC Terms. The RFID Equipment complies with relevant Federal Communications Commission (鈥淔CC鈥) rules, including emission limits for Class B digital devices pursuant to Part 15. Organizer represents and warrants that Organizer will only use RFID Equipment in compliance with the following FCC terms. Operation of the RFID Equipment is subject to the following two conditions: (1) the RFID Equipment may not cause harmful interference; and (2) the RFID Equipment must accept any interference received, including interference that causes undesired or degraded operations. Part 15 Class B emission limits are designed to provide reasonable protection against harmful interference in a residential installation. The RFID Equipment generates, uses, and can radiate radio frequency energy and, if not installed and used in accordance with 91制片厂鈥檚 instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation. Changes or modifications to the RFID Equipment not expressly approved by 91制片厂 for compliance with FCC rules and regulations could void 91制片厂鈥檚 authority to operate the RFID Equipment. In addition, unapproved changes or modifications to the RFID Equipment may subject Organizer to FCC enforcement action, including, among other penalties, monetary fines, seizure and/or forfeiture of equipment, and criminal prosecution.
Organizer agrees to defend, indemnify and hold 91制片厂 and its affiliates, and each of its and their respective officers, directors, agents, partners, and employees, harmless from any and all damage, loss, liability, cost and expense (including, without limitation, reasonable attorneys鈥 and accounting fees) resulting from any third party claim that arises out of or results from Organizer鈥檚 use of the RFID Equipment in violation of FCC rules. EVENTBRITE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO USE OF THE RFID EQUIPMENT IN VIOLATION OF THE FCC RULES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
5. Onsite Registration Suite
If the Agreement provides for Onsite Registration Suite products and services, the following terms apply:
5.1 Onsite Registration Suite. 91制片厂 agrees to provide Organizer access to the Onsite Registration Suite products and/or services specified in the Agreement for the specific Event(s) or duration set forth in the Agreement. In exchange for the Onsite Registration Suite products and/or services, Organizer will pay the fees stated in the Agreement (鈥淥nsite Registration Suite Charges鈥) (if any). For the avoidance of doubt, if Organizer uses Onsite products and/or services for multiple Events, the Onsite Registration Suite Charges will recur for each event.
鈥淥nsite Registration Suite鈥 means the suite of registration product elements and services detailed below. Certain aspects of of the Onsite Registration Suite products and services may be provided by third party partners, including Entegy Pty Ltd (鈥淓ntegy鈥) and AV1 Pty Ltd (鈥淪printr鈥) (such third party partners are referred to individually as a 鈥淥nsite Registration Suite Provider鈥). The Onsite Registration Suite includes the following available products and services, as may be updated from time to time by 91制片厂 or an Onsite Registration Suite Provider:
Attendance Tracking - Technology to track, monitor, report and manage Consumers attending Events, including multi-session scanning (i.e. entry and special session scanning).
Attendee Connect - Technology enabling Event attendees to create Consumer profiles in the Event App or Store Listing to:听
facilitate Consumer interaction;
drive engagement through points, gamification and achievements; and
provide content through an activity feed. An Event App is required to utilize Attendee Connect.
Badge Creator - Create dynamic badge templates that respond to pro铿乴e data within changeable layouts, colors, icons and designs. Generates PDFs. Available as a standalone product, or included in all products listed herein.
BadgePrint Hardware - Hardware package includes 2 Surface Pro tablets, 2 scanner guns, & 2 printers.
BadgePrint Software - Software to be used on BadgePrint Hardware equipment to scan Consumer QR codes and print label badges onsite.
Branded Portal App - A white label version of the 91制片厂 Portal app that displays multiple Event Apps and Store Listings. Within the Branded Portal App, Organizer may list multiple Event Apps to represent specific Events and only one Store Listing fee will apply. The Branded Portal App has its own icon in the Google Play app store and Apple App Store and eliminates the need for Consumers to download the 91制片厂 Portal App.
Event App - Technology and templates enabling Organizer to build an Event-specific app for release through 91制片厂鈥檚 event launch portal mobile application (鈥91制片厂 Portal鈥), which can, among other functionality:听
display schedules;
send push messages, feedback forms and page pop-ups;
provide live, up-to-date Event information to Event attendees; and
provide sponsorship opportunities, details of which are described听. For the sake of clarity, the Event App will be created by Organizer and released as a container app within the 91制片厂 Portal app.
Interactive Sessions - Technology to enable interactive program sessions through live polling, audience question submission, chat room discussions, and the ability to display questions, results or messages from a session. An Event App is required to utilize Interactive Session.
Kiosk Manager - Technology at the Event entrance / registration area enabling Consumers to generate and print badges. To use Kiosk Manager, Organizer must also order Kiosk Services.
Kiosk Services - Kiosk hardware package and related services.
Lead Capture - Scanning technology to deliver Consumer information to sponsors and/or exhibitors
Store Listing - Standalone, custom-branded mobile application for submission to both Google Play and the Apple App Store under Organizer鈥檚 own name and/or account. 91制片厂 or third party partners cannot be held responsible for any app that is rejected by Google Play or the Apple App Store.
For the sake of clarity, Onsite Registration Suite Services, including Store Listings, can be activated up to 9 months before the start date of an Event and remain active for three months after an Event concludes. Upon conclusion of an Event, 鈥媍ontent within the Onsite Registration Suite 鈥媍annot 鈥媌e 鈥媍hanged 鈥(including 鈥媝ush 鈥媙otifications and 鈥媘enu 鈥媔cons) 鈥媋nd 鈥媔nteraction 鈥媤ith 鈥媍ontent 鈥媍an 鈥媙o 鈥媗onger occur 鈥(e.g., no 鈥媋ctivity 鈥媐eed 鈥媝osts, 鈥媙o 鈥媘essaging, 鈥媙o 鈥媔nteractive 鈥媠essions, no 鈥媡rack 鈥媜r 鈥媍apture 鈥媠canning). Additionally, data and reporting will remain active within the Entegy Core until requested to be removed by Organizer. However, the Event App can still be accessed through a valid Container App or Store Listing, including login function, but are 鈥渞ead-only鈥 format. 鈥淓ntegy Core鈥 means the Entegy Core (CMS) management platform, as may be updated from time to time by Entegy and/or 91制片厂, that syncs with the 91制片厂 Platform and enables Organizer to use the Onsite Registration Suite.
5.2 Data Privacy Terms.听Organizer hereby consents to 91制片厂鈥檚 appointment of each Onsite Registration Suite Provider as a Sub-Processor to Process Personal Data on its behalf in order to provide the products and services requested by Organizer under this Agreement.
If Organizer uses Lead Capture, Attendee Connect and/or Kiosk Services, or any such similar products and/or services provided by an Onsite Registration Suite Provider, Organizer agrees that Organizer is solely responsible for notifying and seeking consent from each Consumer prior to
offering the ability to scan a Consumer鈥檚 credentials in connection with Lead Capture, or any product or service offering similar capabilities;
syncing a Consumer鈥檚 ticket to an Onsite Registration Suite Provider鈥檚 CMS management platform (specifically including, in the case of Entegy, Entegy Core) in connection with any Consumer profile created in connection with an Onsite Registration Suite Provider鈥檚 CMS management platform (specifically including, in the case of Entegy, Attendee Connect); or
offering registration services in connection with the Kiosk Services. Such notification will include, without limitation, a description of what information is being collected and how it will be used. In connection with Applicable Data Protection Law, Organizer is the Data Controller with respect to the Consumers鈥 Personal Data received from 91制片厂 through Lead Capture and/or Consumer Connect, or any such similar products and/or services provided by an Onsite Registration Suite Provider, and, as such, Organizer agrees to process such Personal Data in accordance with its obligations under Applicable Data Protection Law.
If Organizer鈥檚 sponsor or exhibitor partners use Lead Capture, or any product or service offering similar capabilities, 91制片厂 is a Data Processor, which means that 91制片厂 processes Consumers鈥 Personal Data on Organizer鈥檚 behalf and 91制片厂 is not responsible for ensuring Organizer鈥檚 compliance with Applicable Data Protection Law.
5.3 BadgePrint Hardware Terms.听Organizer agrees to use the BadgePrint Hardware solely for the specific Event. Organizer is prohibited from
reverse engineering, disassembling, decompiling and otherwise attempting to discover the source code or structure of the BadgePrint Hardware (or any software related thereto), and
renting, leasing, reselling, distributing or using the BadgePrint Hardware for timesharing, service bureau, or commercial purposes.
It will be the responsibility of Organizer to provide Internet access and hardline power to the extent necessary for the BadgePrint Hardware to function. Organizer shall also be responsible for using the BadgePrint Hardware in a manner that complies with all federal, state and local laws.
Organizer may not use permanent ink to mark the BadgePrint Hardware. The BadgePrint Hardware shall be returned in the same condition as when shipped to or picked up by Organizer, ordinary wear and tear excepted, with all labels or markings used by Organizer removed. Should Organizer fail to return any BadgePrint Hardware in such condition, Organizer shall be obligated to reimburse 91制片厂 for its costs to acquire substantially equivalent replacement BadgePrint Hardware and/or 91制片厂 may, in its discretion, charge an additional reasonable clean-up fee. In no event will Organizer break the seal and/or remove the cover of any BadgePrint Hardware.
Risk of loss for the BadgePrint Hardware shall pass to Organizer when picked up or deposited for shipping to Organizer, as applicable. Within 1 business day after the end date of the Event, Organizer shall deposit for overnight shipping, at its own risk, the BadgePrint Hardware to 91制片厂 at the location from which it was originally shipped or picked up. Risk of loss of the BadgePrint Hardware shall pass back to 91制片厂 when the BadgePrint Hardware is delivered to 91制片厂鈥檚 business address listed on the applicable return shipping labels provided with the BadgePrint Hardware.
If the BadgePrint Hardware is not deposited for overnight shipping within 1 business day following the Event, a late fee equal to the then current regular rental rate may be charged for each overdue week or part thereof. In the event the BadgePrint Hardware is not returned to 91制片厂 within 14 days following the end of the Term, the Hardware shall be deemed to be purchased by Organizer for the then current retail cost thereof, which shall be in addition to and not in lieu of any late fees.
5.4 Invoicing and Prices. 91制片厂 will invoice Organizer for the Onsite Registration Suite Services following the Effective Date. Following an Event, if Organizer owes 91制片厂 an amount in excess of the invoiced amount (the 鈥淥utstanding Balance鈥), 91制片厂 will withhold funds from Organizer鈥檚 final ticket sales settlement following the Event in an amount equal to the Outstanding Balance. If Organizer鈥檚 91制片厂 account does not have sufficient funds to cover the Outstanding Balance, 91制片厂 will invoice Organizer for the Outstanding Balance following the Event. Organizer agrees to pay any invoices hereunder within 30 days of delivery of invoice to Organizer in accordance with the payment instructions listed on the invoice. 鈥淧rice(s)鈥 mean the cost of the Onsite Registration Suite products and services. All Prices are exclusive of Taxes unless otherwise indicated. The Prices stated in the Agreement apply for a period of 12 months following the Effective Date. 91制片厂 reserves the right to modify the Prices, provided that 91制片厂 agrees that it will not increase the Prices by more than 10% per calendar year.
6. Onsite Services
If the Agreement provides for Onsite Services in connection with Leased Equipment, RFID Equipment, BadgePrint Hardware or Kiosk Services (together 鈥淓quipment鈥), the following terms apply: Onsite Services are currently offered in the United States, Canada, Brazil, the United Kingdom, the Netherlands, France, Germany, Ireland, Spain, Portugal, Austria, Belgium, Croatia, Australia, New Zealand and Singapore. At the written request of Organizer and subject to the terms below, 91制片厂 will provide (directly or through service providers) staff members (鈥淓vent Staff鈥) for technical assistance with Equipment in preparation for and during certain Events (鈥淥nsite Services鈥). In exchange for the Onsite Services, Organizer will pay the fee stated in the Agreement for each Event Staff per day of the Event (鈥淥nsite Services Charges鈥) (if any). For the avoidance of doubt, if Organizer requests Onsite Services from 91制片厂 for multiple Events, the Onsite Services Charges will recur for each Event. Organizer must make a written request (email being acceptable) to 91制片厂 for Onsite Services at least 14 days before the Event. For each Event at which 91制片厂 provides Onsite Services, Organizer agrees: Event Staff will only provide technical assistance with Equipment. Organizer will provide all staff necessary for entry management and day-of Event sales (including, for the avoidance of doubt, operation of the Equipment). Event Staff will not accept or handle cash or other forms of payment. Organizer is solely and exclusively responsible for providing adequate security at Events. If at any time Event Staff reasonably believes there is a safety or security risk to Event Staff, any third parties, or the Equipment, 91制片厂 may suspend Onsite Services and the Event Staff may leave the Event Organizer will maintain in full force and effect commercial general liability insurance with limits of at least USD 1 million per occurrence and USD 2 million as an annual aggregate (the 鈥淚nsurance鈥). The Insurance policies will be written by a licensed insurance company with a Best鈥檚 Rating of no less than A- VIII (or comparable rating). Organizer will provide, upon request by 91制片厂, a certificate of insurance evidencing the Insurance. Organizer will list 91制片厂, its employees, service providers and affiliates as additional insureds on the Insurance policy (which status will require 30 days prior written notice to 91制片厂 of any cancellation and/or material change to such policy) and will deliver a certificate evidencing such status at least 30 days before the date of the applicable Event. If Onsite Services are provided for an Event and Organizer is leasing Equipment for the Event, 91制片厂 staff may, at Organizer鈥檚 election, bring the Equipment to the Event. In this instance, the risk of loss of the Equipment will pass to Organizer when the Equipment is checked out to Organizer鈥檚 employees, volunteers or other staff and the risk of loss will pass back to 91制片厂 when such Equipment is returned to 91制片厂鈥檚 staff. In exchange for the Onsite Services, Organizer will pay the fees stated in the Agreement (if any). The prices listed are on a per person, per day basis unless otherwise indicated. 91制片厂 reserves the right to modify the quantity of Event Staff and duration of Onsite Services based on the actual need at the Event.
7. Web Presence
If the Agreement provides for Web Presence, the following terms apply: 7.1听91制片厂 will design, build and/or provide the Web Presence product(s) listed in the Agreement, if any, (鈥淲eb Presence Product(s)鈥) for Organizer for Organizer鈥檚 Events. 91制片厂 will design the Web Presence Product(s) in collaboration and consultation with Organizer. In exchange for the Web Presence Product(s), Organizer agrees to pay 91制片厂 the one-time total development fee listed in the Agreement, if any, (鈥淲eb Presence Development Fee鈥). 91制片厂 will invoice Organizer for the Web Presence Development Fee following the Effective Date of the Agreement. Organizer agrees to pay the Web Presence Development Fee within 30 days of delivery of invoice to Organizer according to the instructions listed on the invoice. 7.2听91制片厂 will host and maintain the Web Presence Product(s) during the Term (鈥淲eb Presence Hosting Services鈥). 91制片厂 will select a service provider to host the Web Presence Product(s) that guarantees an industry standard uptime and offers a commercially reasonable service level agreement but 91制片厂 does not make any representation or warranty about the provider鈥檚 services. In exchange for the Web Presence Hosting Services, Organizer agrees to pay 91制片厂 the licensing fee listed in the Agreement, if any, (鈥淲eb Presence Licensing Fee鈥). 91制片厂 will invoice Organizer for the Web Presence Licensing Fee immediately following the Effective Date and on each anniversary of the Effective Date. Organizer agrees to pay the Web Presence Licensing Fee within 30 days of delivery of invoice to Organizer. 7.3听With respect to Web Presence Products that are indicated in the Agreement as being 鈥淏randed鈥 or 鈥淐ommunities鈥 products (for example, Branded Community Pages, but excluding WordPress Sites) (鈥淏randed Products鈥), the parties will collaboration and consult regarding the design of the Branded Product(s) in three phases. Organizer must designate a representative to approve such Branded Product(s) and must provide requested assets before the build starts. For the first two phases, which are build phases, Organizer鈥檚 representative will have up to 3 business days from 91制片厂鈥檚 request to provide complete feedback. For the third and final phase, Organizer鈥檚 representative will cooperate with 91制片厂 in final revisions and testing and will have up to 3 business days from 91制片厂鈥檚 request to provide approval of the Branded Product(s). If Organizer鈥檚 representative does not disapprove in writing within such timeline, such Branded Product(s) will be considered approved. Edits to approved will incur an additional USD $150/hour fee, and 91制片厂 may decline requests for edits to approved Branded Product(s). If Organizer鈥檚 representative disapproves of the Branded Product(s) within such timeline based on feedback previously provided, 91制片厂 and Organizer will discuss reasonable revisions in good faith.
8. Third Party Website Development
If the Agreement provides for the development of a custom website (other than Web Presence Products), the following terms apply: If specified in the Agreement (and excluding any WordPress Sites or other Web Presence Products), 91制片厂 will have a custom website designed and built for Organizer (the 鈥淲ebsite鈥). 91制片厂 reserves the right to place a reasonable limit on the number of hours of design and development work. 91制片厂 may engage a Third Party Provider to design and build the Website (a 鈥淲ebsite Developer鈥). 91制片厂 makes no representation or warranty about the Website. In exchange for the Website, Organizer agrees to pay 91制片厂 the one-time total development fee listed in the Agreement, if any, (鈥淲ebsite Development Fee鈥). 91制片厂 will invoice Organizer for the Website Development Fee following the Effective Date of the Agreement. Organizer agrees to pay the Website Development Fee within 30 days of delivery of invoice to Organizer according to the instructions listed on the invoice. Upon the mutual agreement of the parties, 91制片厂 will provide hosting services for the Website during the Term (the 鈥淲ebsite Hosting Services鈥). 91制片厂 will select a service provider to host the Website that guarantees an industry standard uptime and offers a commercially reasonable service level agreement but 91制片厂 does not make any representation or warranty about the provider鈥檚 services. In exchange for the Website Hosting Services, Organizer agrees to pay 91制片厂 the licensing fee listed in the Agreement, if any, (鈥淲ebsite Licensing Fee鈥). 91制片厂 will invoice Organizer for the Website Licensing Fee immediately following the Effective Date and on each anniversary of the Effective Date. Organizer agrees to pay the Website Licensing Fee within 30 days of delivery of invoice to Organizer.
9. Additional Organizations
If the Agreement provides for additional Organizations, as defined below, the following terms apply: An 鈥淥rganization鈥 is a method of designating a financial entity within a single 91制片厂 account. Organizer鈥檚 access to the 91制片厂 System includes access to a minimum of one Organization owned by Organizer within a single 91制片厂 account. During the Term of the Agreement, Organizer orders, and 91制片厂 agrees to provide, access to the quantity of additional Organizations stated in the Agreement at the pricing indicated in the Agreement. 91制片厂 will invoice Organizer for the total annual price indicated in the Agreement (the 鈥淎dditional Organizations Fee鈥) following the Effective Date of the Agreement and, subsequently, following each anniversary of the Effective Date. Organizer agrees to pay the Additional Organizations Fee within 30 days of delivery of invoice to Organizer. Alternatively, Organizer authorizes 91制片厂 to deduct the Additional Organizations Fee from Sales payable to Organizer.