Effective Date: June 10, 2024
This Commercial License Agreement - Single Domain ("Agreement") is entered into by and between Hi.Events Ltd. ("Licensor") and the entity or individual purchasing this single domain commercial 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 this single domain commercial 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.
"Single Production Domain" means the single, specific fully qualified domain name (FQDN) identified by Licensee at the time of purchase, where the Software is publicly accessible for its primary intended use. Use on directly related subdomains solely for non-production staging, development, or testing purposes is permitted.
"SaaS Use Case" means using the Software to create or operate a platform or service where multiple distinct third-party entities (e.g., event organizers, businesses) can register or be provisioned accounts to manage their *own* events independently through a single Licensed Instance.
"Support Services" means any technical assistance provided by Licensor as described in Section 9 (Support).
"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, disclosed by Licensor.
"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 (Term and Termination).
IMPORTANT RESTRICTION: This Single Domain License EXPLICITLY PROHIBITS any SaaS Use Case. The Software may NOT be used under this license to provide a platform or service for third parties to manage their own events. For such use, a Multi-Tenant or Enterprise license is required. Contact license@hi.events for details.
This license does not grant ownership. Licensor reserves all rights not expressly granted.
Licensee shall not, directly or indirectly:
Licensee hereby acknowledges and agrees that it shall:
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.
Licensor shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate into the Software or otherwise use any suggestions, recommendations, or other feedback it receives from the Licensee.
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 14 (Compliance Verification), or as required by law. Obligations survive termination (typically 5 years, indefinitely for trade secrets).
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.
Licensee acts as the data controller for all data processed through the Licensed Instance and is solely responsible for compliance with all applicable data protection laws (e.g., GDPR, CCPA), including implementing appropriate security measures, providing privacy notices, and obtaining necessary consents. Licensor does not access or process such data except if explicitly authorized for support purposes.
Regarding Support Services and Software updates:
Unless a perpetual license is purchased, the initial term of this Agreement is one (1) year from the Effective Date, or as otherwise specified (e.g., monthly).
For term-based licenses:
Licensor may terminate this Agreement immediately upon written notice if Licensee commits a material breach, including but not limited to:
Upon termination or expiration:
Sections 1, 3, 5, 6, 7, 11, 12, 13, 14 (Compliance Verification), 15, 16, 17, 20, 21, and any accrued payment obligations shall survive termination.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR EXPRESSLY DISCLAIMS ALL 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 BE ERROR-FREE OR UNINTERRUPTED. LICENSEE USES THE SOFTWARE AT ITS OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, REVENUE, OR DATA) ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY.
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 PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any dispute shall be resolved by arbitration administered by the ICC in Vancouver, BC, Canada (English language), with one arbitrator. Licensor may seek injunctive relief in court. The UN Convention on Contracts for the International Sale of Goods does not apply.
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 (Single Production Domain) 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.
Neither party is liable for failure or delay due to causes beyond its reasonable control (Force Majeure Event), provided prompt notice is given and reasonable efforts are made to resume performance. Does not excuse payment. If persistent ( > 60 days), either party may terminate.
The license typically includes access to updates (bug fixes, security patches, minor enhancements) for the specific major version line purchased, as released by Licensor. Licensor provides no guarantee of future updates or upgrades to new major versions unless purchased separately. Licensee is responsible for applying updates.
Licensee may not assign this Agreement without Licensor's prior written consent, except in case of M&A to a non-competitor who agrees in writing to be bound by this Agreement. Unpermitted assignment is void. Licensor may freely assign. Binds permitted successors/assigns.
This Agreement constitutes the entire understanding between the parties regarding the Software license and supersedes all prior discussions and agreements. Purchase orders are for convenience only; their terms do not modify this Agreement.
Licensor may amend this Agreement by posting updated terms on its website or providing notice. Amendments effective 30 days after posting/notice. Continued use constitutes acceptance. Waivers must be in writing.
If Licensee has purchased a perpetual license, the license term in Section 10 is modified. A perpetual license grants the right to use the specific major version line purchased indefinitely, subject to all other terms herein, including the Annual Revenue Limit if applicable to the offer. Contact Licensor for details.
For installations processing over $50,000 in annual ticket revenue*, or those needing features beyond the scope of this license (like SaaS use), dedicated support SLAs, or custom terms, an Enterprise license is required. Please contact sales@hi.events to discuss options.
*Annual processed ticket revenue definition found in Section 1.
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 Single Domain license, Licensee irrevocably acknowledges that it has read, understood, and agrees to be strictly bound by all terms and conditions of this Agreement.