Hi.Events Commercial License Agreement - Single Domain

Effective Date: June 21, 2024

This Commercial License Agreement ("Agreement") is entered into by and between Hi.Events Ltd. ("Licensor") and the purchaser of the commercial license ("Licensee"). By purchasing, downloading, installing, or using Hi.Events software (the "Software"), Licensee agrees to be bound by the terms and conditions of this Agreement.

1. Definitions

"Software" means the Hi.Events software and any related updates, upgrades, or enhancements provided by Licensor.
"Licensor" means Hi.Events Ltd.
"Licensee" means the purchaser of the commercial license.
"Support" means the technical assistance provided by Licensor as described in this Agreement.
"Intellectual Property" means all intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, associated with the Software.
"Confidential Information" shall mean and include any information disclosed by the Licensor, either directly or indirectly, in writing, orally, electronically, or other tangible form, including without limitation, technical and business information, intellectual property rights, software programs, object codes, source codes, reports, performance data, materials, trade secrets, employee details, know-how, credentials, commercials, financial information, and any other commercially valuable information or proprietary information which is designated as “confidential”, “proprietary” or some similar designation in connection with the Software.

2. Grant of License

Subject to the terms and conditions hereof, the Licensor hereby grants to the Licensee, and the Licensee agrees to accept, a non-exclusive, non-transferable, non-sub-licensable and limited license to use and access the Software for commercial purposes on one domain owned or controlled by the Licensee, including associated staging, development, and testing environments.

3. Permitted Use

  • Licensee may use the Software to create and manage events for their own purposes or for clients on one domain.
  • Licensee may modify the Software to enhance its functionality for their own use or their client's use on one domain, with the understanding that such modifications do not grant any ownership or transfer of IP rights to the Licensee.
  • Licensee must comply with all local laws and regulations related to event management and ticket sales.

4. Restrictions

  • Licensee shall not redistribute, resell, lease, or sublicense the Software source code to any third party. Licensee may use the Software to provide services to their clients but must retain control over the Software and may not distribute the source code.
  • Licensee shall not use the Software as part of a software-as-a-service (SaaS) offering.
  • Licensee shall not incorporate the Software into a product or service created for redistribution, resale, or any other form of commercial distribution.
  • Licensee shall not use the Software to develop a product or service that directly competes with Hi.Events Ltd.'s event management and ticket-selling services.
  • Licensee shall not use the Software in any unlawful manner, including but not limited to violation of any person’s rights or in breach of applicable laws.

5. Intellectual Property Rights and Feedback

The Software, including all associated intellectual property rights, is and shall remain the property of the Licensor. Licensee acknowledges that it is granted only a limited right of use under this Agreement, and no ownership rights are transferred to Licensee. Any and all IP rights, title, and interest over the Software, including without limitation any derivative works made, as well as any updates or upgrades thereto, shall remain the sole and exclusive property of the Licensor. The 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.

6. Confidential Information

The Licensee agrees not to disclose the Confidential Information to any third party without the prior written approval of the Licensor. The Licensee shall use the same or greater degree of care in protecting the Confidential Information as it uses for its own confidential information but no less than reasonable care. The Licensee may share the Licensor’s Confidential Information only on a need-to-know basis with its Authorized Users solely for the purpose of this Agreement and who are bound by similar if not stricter terms of confidentiality with the Licensee. The Licensee shall be solely responsible for the acts or omissions of its representatives.

7. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with Licensee's use of the Software, except to the extent such claims arise directly from Licensor’s gross negligence or willful misconduct.

8. Term and Termination

  • This license is valid for one year from the date of purchase, with the option to purchase a perpetual license. To continue using the Software after one year, Licensee must renew the license.
  • Licensor may terminate this Agreement if Licensee breaches any terms and fails to cure such breach within 30 days of notice. Upon termination, Licensee must cease all use of the Software.
  • Licensee may terminate this Agreement at any time by ceasing use of the Software and providing written notice to Licensor. Upon termination, Licensee must cease all use of the Software.

9. Disclaimer of Warranties

The Software is provided "as is" without warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensor does not warrant that the Software will be error-free or uninterrupted. Licensee is responsible for backing up their data and ensuring that the software functions as intended in their environment.

10. Limitation of Liability

In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or data use, incurred by Licensee or any third party, whether in an action in contract or tort, arising from Licensee’s access to, or use of, the Software. Licensor's total liability shall not exceed the amount paid by the Licensee for the Software.

11. Support

Support is offered via email (support@hi.events) or Slack. Standard support includes [basic support services], with no guaranteed response times. Should Licensee require additional support, they may purchase a support package from Licensor with agreed-upon terms.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Canada, without regard to its conflict of law principles. Any disputes shall be resolved in the jurisdiction of British Columbia, Canada.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, strikes, and governmental actions.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Any modifications or waivers must be in writing and signed by both parties.

15. Amendments

Licensor reserves the right to amend this Agreement at any time. Any amendments shall be effective upon posting the updated Agreement on the Licensor’s website, with a 30-day notice period. Licensee is responsible for regularly reviewing this Agreement.

16. Perpetual License

For information on purchasing a perpetual license, Licensee should contact license@hi.events.

By purchasing, downloading, installing, or using the Software, Licensee acknowledges that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement.

Hi.Events Ltd.

Contact Information:

Date: June 21, 2024