Effective Date: March 10, 2025
This Self-Hosted SaaS 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 SaaS 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.
"Software" means the Hi.Events software 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 SaaS license.
"Hosting Environment" means any server, cloud infrastructure, or computing environment controlled, managed, or utilized by the Licensee where the Software is installed.
"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, and customer data.
"End Users" means individuals or entities that access or use the services provided by Licensee through Licensee's implementation of the Software.
Subject to Licensee's strict compliance with all terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license to:
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 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 enable integrations with third-party services, applications, or APIs (e.g., payment processors, analytics providers, email services). Licensee acknowledges and agrees that:
With respect to data processing and regulatory compliance:
Regarding Support Services and updates:
The Software and all Intellectual Property rights therein are and shall remain the exclusive property of Licensor. This Agreement does not convey to Licensee any ownership rights in the Software or its Intellectual Property. All rights not expressly granted to Licensee are reserved by Licensor.
Any modifications, enhancements, or derivative works of the Software created by or for Licensee shall be owned by Licensee. However, Licensee hereby grants Licensor a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such modifications into the Software for any purpose, including commercialization in future versions of the Software.
Licensee may white-label and rebrand the Software by removing Licensor's branding and applying Licensee's own branding elements to create a customized product or service. This white-labeling right does not grant Licensee any additional rights to the underlying Software beyond what is expressly provided in this Agreement.
The initial term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year, unless a perpetual license has been purchased. For term licenses:
Sections 4, 7, 9, 11, 12, 13, 14, 15, 17, 18, 19, and 22 shall survive any termination or expiration of this Agreement.
Licensee acknowledges and agrees that:
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES AND THAT NO WARRANTIES ARE MADE BY ANY OF LICENSOR'S SUPPLIERS.
LICENSEE ASSUMES FULL RESPONSIBILITY FOR DETERMINING WHETHER THE SOFTWARE IS SUITABLE FOR LICENSEE'S INTENDED PURPOSE AND FOR TESTING THE SOFTWARE SUFFICIENTLY BEFORE DEPLOYMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LICENSOR'S TOTAL CUMULATIVE LIABILITY TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
LICENSEE ACKNOWLEDGES THAT THE LICENSE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
Licensee shall defend, indemnify, and hold harmless Licensor, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
Licensor shall: (a) provide Licensee with prompt notice of any such claim; (b) allow Licensee sole control of the defense and settlement of such claim, provided that Licensee may not settle any claim without Licensor's written consent if such settlement would impose any obligation on Licensor; and (c) provide reasonable cooperation to Licensee at Licensee's expense.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, governmental actions, power failures, or internet or telecommunications disruptions (a "Force Majeure Event").
If either party is unable to perform any obligations due to a Force Majeure Event for a period exceeding ninety (90) consecutive days, either party may terminate this Agreement upon written notice, provided that such termination shall not relieve Licensee of any payment obligations incurred prior to termination.
Licensor reserves the right, no more than once per year and upon reasonable notice of not less than fifteen (15) business days, to request information regarding Licensee's use of the Software to ensure compliance with the terms of this Agreement.
If Licensor has reasonable grounds to believe Licensee is not in compliance with this Agreement, Licensor may request additional verification. If non-compliance is found, Licensee agrees to remedy such non-compliance and pay any applicable license fees for unauthorized use.
Each party acknowledges that it may have access to certain confidential information of the other party. "Confidential Information" means all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Software, its source code, documentation, specifications, pricing, business plans, and technical information.
Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party other than its employees, contractors, and advisors who need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) not use such Confidential Information for any purpose outside the scope of this Agreement.
The confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except for trade secrets which shall remain confidential for as long as they remain trade secrets under applicable law.
This Agreement shall be governed by and construed in accordance with the laws of Canada, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Rules of the International Chamber of Commerce (ICC) in effect at the time of the arbitration. The arbitration shall be conducted by three arbitrators appointed in accordance with said rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The language of the arbitration shall be English.
Notwithstanding the foregoing, Licensor may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property rights or to prevent unauthorized use of the Software.
Licensee may assign or transfer the rights granted under this Agreement in the event of a merger, acquisition, or sale of substantially all of its assets, provided that:
Licensor may assign this Agreement or any rights or obligations hereunder without Licensee's consent to: (a) any entity which acquires all or substantially all of Licensor's assets; (b) any entity which acquires all or substantially all of the assets to which this Agreement relates; or (c) any affiliate or successor of Licensor.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Licensor reserves the right to amend this Agreement at any time by posting the amended terms on its website or by providing notice to Licensee through other means. Such amendments shall be effective thirty (30) days after posting or notice, unless otherwise specified. Licensee's continued use of the Software after the effective date of any amendment shall constitute acceptance of such amendment.
No waiver of any right under this Agreement shall be effective unless in writing and signed by an authorized representative of the waiving party. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.
Licensee may purchase a perpetual license to the Software for an additional fee. A perpetual license grants Licensee the right to use the Software in perpetuity, subject to all other terms and conditions of this Agreement. All licenses include updates for the life of the Software.
For information on obtaining a perpetual license, please contact license@hi.events.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and such provision shall be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law.
Section headings are for convenience only and shall not affect the interpretation of this Agreement. References to sections are to sections of this Agreement unless otherwise specified. The word "including" shall be interpreted to mean "including without limitation."
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No modification of or amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.
Hi.Events Ltd.
Contact: license@hi.events
Date: June 10, 2024
By purchasing, downloading, installing, or using the Software, Licensee irrevocably acknowledges that it has read, understood, and agreed to be bound by all terms and conditions of this Agreement.