Effective Date: June 10, 2024
This Self-Hosted Multi-Tenant License Agreement ("Agreement") is a legally binding contract entered into by and between Hi.Events Ltd. ("Licensor") and the entity or individual purchasing the self-hosted Multi-Tenant license ("Licensee"). By purchasing, downloading, installing, accessing, or using Hi.Events software (the "Software"), Licensee explicitly and irrevocably agrees to be bound by all terms and conditions of this Agreement without exception or reservation, subject to the payment of all applicable fees.
"Software" means the Hi.Events software provided under this license in all forms, including source code, object code, documentation, and any related updates, upgrades, patches, fixes, or enhancements provided by Licensor at its sole discretion.
"Licensor" means Hi.Events Ltd., its affiliates, successors, and assigns.
"Licensee" means the entity or individual who has purchased the self-hosted Multi-Tenant license subject to the terms herein.
"Hosting Environment" means any server, cloud infrastructure, or computing environment controlled, managed, or utilized by the Licensee where a Licensed Instance of the Software is installed.
"Licensed Instance" refers to a single installation of the Software within Licensee's Hosting Environment operating under this Agreement.
"Support Services" means any technical assistance, guidance, or consultation provided by Licensor as defined in Section 8 of this Agreement.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, and any other proprietary rights related to the Software.
"Confidential Information" means any non-public information relating to the Software, including but not limited to source code, algorithms, business plans, technical specifications, pricing, and performance benchmarks.
"End Users" means the distinct third-party individuals or entities (Licensee's clients or customers) that access or use the event ticketing and management services provided by Licensee through Licensee's implementation of the Software.
"Processed Ticket Revenue" means the total gross monetary value of all tickets sold, processed, or transacted through the Licensed Instance within any continuous 12-month period, before deductions for fees, taxes, refunds, or chargebacks.
"Annual Revenue Limit" means Fifty Thousand United States Dollars ($50,000 USD) of Processed Ticket Revenue within any continuous 12-month period.
Subject to Licensee's strict compliance with all terms and conditions of this Agreement, including timely payment of license fees and adherence to the Annual Revenue Limit, Licensor hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license during the term of this Agreement to:
This license grant is strictly conditional upon the Processed Ticket Revenue generated by the Licensed Instance remaining at or below the Annual Revenue Limit. If the Processed Ticket Revenue exceeds the Annual Revenue Limit, this license shall automatically cease to be valid for the Licensed Instance, and Licensee must immediately cease use and either upgrade to an Enterprise license or remove the Software as per Section 10.
This license explicitly does not grant Licensee any ownership rights to the Software or its Intellectual Property. Licensor reserves all rights not expressly granted herein. Licensee may white-label the Software interface as described in Section 9.
Licensee hereby acknowledges and agrees that it shall:
Licensee shall not, directly or indirectly, and shall ensure that its employees, contractors, and End Users do not:
Licensee expressly acknowledges and agrees that:
The Software may facilitate integrations with third-party services (e.g., payment gateways, email providers). Licensee acknowledges and agrees that:
With respect to data processing:
Regarding Support Services and Software updates:
The Software and all Intellectual Property rights therein are and shall remain the exclusive property of Licensor or its licensors. This Agreement grants a limited license to use, not ownership. All rights not expressly granted are reserved by Licensor.
Any modifications, enhancements, or derivative works of the Software created by or for Licensee ("Modifications"), while potentially owned by Licensee under local law, are subject to the following: Licensee hereby grants Licensor a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and incorporate such Modifications (excluding Licensee's Confidential Information or branding) into the Software or other Licensor products and services for any purpose, including commercialization.
Licensee is permitted to white-label the user-facing interface of the Software by removing Licensor's trademarks and branding and applying Licensee's own branding elements when providing services to End Users. This right does not alter ownership of the underlying Software or permit removal of any required license notices within the code, if applicable.
Unless a perpetual license is purchased, the initial term of this Agreement is one (1) year from the Effective Date, or as otherwise specified at the time of purchase (e.g., monthly).
For term-based licenses (monthly or annual):
Licensor may terminate this Agreement immediately upon written notice if Licensee commits a material breach of any term, including but not limited to:
Upon termination or expiration of this Agreement for any reason:
Sections 1, 4, 7, 9, 11, 12, 13, 14, 17, 18, 19, 22, 23, and any payment obligations accrued prior to termination shall survive any termination or expiration of this Agreement.
Licensee is solely responsible for:
Licensor shall have no liability whatsoever for any data loss, corruption, security breach, or service interruption related to Licensee's failure to fulfill these responsibilities.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, MEET LICENSEE'S REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED. LICENSEE USES THE SOFTWARE AT ITS OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES AND THAT LICENSOR WOULD NOT GRANT THE LICENSE WITHOUT SUCH LIMITATIONS.
Licensee shall defend, indemnify, and hold harmless Licensor, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, demands, suits, actions, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Licensor will provide prompt notice of any claim and cooperate reasonably (at Licensee's expense) in the defense. Licensee shall have sole control over the defense and settlement, provided that Licensee shall not settle any claim imposing liability or obligations on Licensor without Licensor's prior written consent.
Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control (Force Majeure Event), provided the affected party gives prompt notice and uses reasonable efforts to resume performance. This does not excuse payment obligations. If a Force Majeure Event persists for more than 60 days, the unaffected party may terminate this Agreement.
Upon written request from Licensor, no more than once per calendar year, Licensee agrees to provide information reasonably necessary for Licensor to verify Licensee's compliance with the terms of this Agreement, including but not limited to the scope of use and adherence to the Annual Revenue Limit.
Licensee shall provide such requested information within thirty (30) days of Licensor's written request. Any information provided by Licensee to Licensor pursuant to this section shall be treated as Licensee's Confidential Information and shall be used by Licensor solely for the purpose of verifying compliance with this Agreement. Failure to provide the requested information within the specified timeframe may be considered a material breach of this Agreement.
Each party agrees to protect the other's Confidential Information with at least the same degree of care as it uses for its own similar information, but no less than reasonable care. Confidential Information shall not be used or disclosed except as necessary to perform under this Agreement, including verification under Section 16, or as required by law. Obligations survive termination (typically 5 years, indefinitely for trade secrets).
This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or relating to this Agreement shall be finally settled by arbitration administered by the International Chamber of Commerce (ICC) under its Rules of Arbitration. The number of arbitrators shall be one. The place of arbitration shall be Vancouver, British Columbia, Canada. The language shall be English. Judgment on the award may be entered in any court having jurisdiction.
Nothing herein prevents Licensor from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property rights.
Licensee may not assign or transfer this Agreement or any rights granted hereunder (by operation of law or otherwise) without Licensor's prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all of Licensee's assets, provided the assignee agrees in writing to be bound by this Agreement and is not a direct competitor of Licensor. Any unpermitted assignment is void. Licensor may freely assign this Agreement. This Agreement binds permitted successors and assigns.
Licensor may amend this Agreement by posting updated terms on its website or providing notice. Amendments are effective 30 days after posting/notice. Continued use of the Software constitutes acceptance. No waiver is effective unless in writing signed by the waiving party.
If Licensee has purchased a perpetual license, the license term in Section 10 is modified accordingly. A perpetual license grants the right to use the specific major version line of the Software purchased (e.g., v1.x, v2.x) indefinitely, subject to all other terms of this Agreement, including the Annual Revenue Limit if applicable to that specific perpetual license offer. It typically includes access to updates and patches within that major version line as released by Licensor, but does not automatically grant rights to future major version upgrades unless explicitly included or purchased separately. Contact Licensor for details on perpetual license availability and scope.
If any provision is held invalid, the remainder remains in effect. The provision shall be reformed to reflect the original intent as closely as possible under law. Headings are for convenience only. "Including" means "including without limitation."
This Agreement constitutes the entire understanding between the parties regarding the Software license and supersedes all prior discussions and agreements. Any purchase orders or other business forms issued by Licensee are for administrative convenience only and their terms shall not modify this Agreement.
Hi.Events Ltd.
Contact (Licensing): license@hi.events
Contact (Support): support@hi.events
Date Last Revised: June 10, 2024
By purchasing, downloading, installing, or using the Software under the Multi-Tenant license, Licensee irrevocably acknowledges that it has read, understood, and agrees to be strictly bound by all terms and conditions of this Agreement.