By entering into a sales order that incorporates by reference these Boomset Platform Terms, the individual or entity identified as customer on the sales order form (“Customer”) agrees to these terms with Boomset. If an inconsistency occurs between the terms of these Boomset Platform Terms and the Order, the Order's terms shall control. The terms “You,” “Your” or a related capitalized term shall refer to Customer. The terms “We,” “Our” or a related capitalized term shall refer to Boomset. Customer and Boomset are collectively referred to as the “Parties” and individually as a “Party.”
“Add-Ons” means additional Boomset services, features or functionality that You elect to purchase or enable, but that are not included in Your original Subscription Plan.
“Add-On Fees” means the fees payable for any applicable Add-Ons.
“Affiliate” means, regarding a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” means these Boomset Platform Terms with any Orders, Schedules, and exhibits incorporated by reference.
“Boomset” means Boomset, Inc., a Delaware corporation with its principal place of business located at 2810 N. Church St., Wilmington, DE 19802, and any of its successors or assignees, with all of its Affiliates.
“Boomset User Terms” means the Boomset Terms of Service located at https://www.boomset.com/tos
“Community Guidelines” means the Community Guidelines located at https://hopin.com/legal/community-guidelines.
“Contributions” means any content, information, and data, submitted to or made available through the Platform by a Participant.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time which apply to a Party relating to the use of personal data, including the General Data Protection Regulation ((EU) 2016/679); the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the UK GDPR) as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); the California Consumer Privacy Act of 2018 (AB 375) (CCPA); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party.
“Device(s)” means all hardware and equipment made available to you for rental or purchase by Boomset and used by You during an Event, including any third party software forming part of that hardware or equipment.
“Documentation” means any written or online documentation and user manuals, specifying the features, functionalities, and limitations of the Services and Platform as made available by Boomset, including but not limited to those available at https://help.boomset.com/knowledge.
“Event” means an event facilitated by the Platform and where Boomset products and services are used.
“Event Content” means the materials and content that You or others transmit through or store on the Platform, or which is provided to Boomset for incorporation in the Platform including but not limited to, materials to be displayed during Events, including Contributions, and any other materials or content that You or others make available or submit to the Platform in connection with your Events but excluding any IP Rights and property owned by Boomset or its licensees.
“Event Support” means the event support services provided by Boomset in accordance with Schedule 1.
“Host” means the company, business, individual, or organization that uses the Boomset Services for their Event. If You are an event manager, agency, or third party contractor helping to manage an Event on behalf of your client, you are an Organizer, and your client is the “Host” of the Event.
“IP Rights” means any respective patents, inventions, copyrights, trademarks, logos, service marks, trade names, domain names, trade secrets, know-how and any other intellectual property and proprietary rights.
“Law” means any applicable law, ordinance, regulation, code, or order, of any governmental body having jurisdiction over the Parties, Events, or Services, including but not limited to Data Protection Legislation.
“Non-Boomset Products” means third party products, applications, services, software, networks, systems, directories, websites, databases and information, which the Service links to, or which You connect to or enable integration with, in connection with Your use of the Service.
“Order” means Boomset’s sales order executed by You and Us, for the Services and/or Devices You select during the ordering process, each that incorporates this Agreement.
“Organization” means a profile within a Boomset account that identifies the Host of an Event, under which an individual Event is managed.
“Organizer” is a general term for You, the Host, or Team Member that leads or helps manage Your Event.
“Participant” means those individuals, other than Customer or Team Members, whom You invite to attend an Event or who actually attends an Event, and includes attendees, speakers, and event sponsors.
“Personal Data” is as defined in the Data Protection Legislation and includes, without limitation, “personal information” as defined by the CCPA.
“Platform” means the Boomset platform generally accessible at https://www.boomset.com and includes its associated software, services, products, information, networks, components, APIs, and Documentation.
“Post-event Invoice” has the meaning given in Section 3.3 of these Boomset Platform Terms.
“Service(s)” means the products and services referenced in an Order referencing this Agreement, which may include Your Subscription Plan and any Add-Ons, but expressly excludes Non-Boomset Products and Devices.
“Subscription Fee” means the fees payable for Your Subscription Plan.
“Subscription Period” means the term of Your Subscription Plan.
“Subscription Plan” means the Boomset subscription plan You purchased for services as specified in Your Order.
“Team Member” means Your employees and personnel, and those of Your third party vendors and sponsors, who You authorize to access and use the Services and any Devices.
“Team Member Seat” means a licensed seat required for each Team Member to access the Platform under Your Subscription Plan
1.1 Services. Subject to this Agreement and payment of the applicable fees, Boomset will provide the Services specified in Your Order. Boomset hereby grants You a non-exclusive, non-transferable, non-sublicensable (subject to Section 1.7 and 1.8) revocable right to access the Platform and use the Services during the applicable Subscription Period. The license granted hereunder is personal to You, and You may not re-use or share Your license with a third party, such as Your own customer or client, unless otherwise agreed to in a separate writing. If you are an agency or reseller interested in our Certified Partner Program, contact us by emailing [email protected].
1.3 Event Support. Where detailed in an Order, Event Support will be provided in accordance with Schedule 1.
1.4 Devices. Subject to the terms of this Agreement, the provisions of Schedule 2 and payment of the applicable fees, Boomset will provide the Devices as specified in your Order.
1.5 Boomset is not a manufacturer of Devices. Devices are provided “as is” and Boomset is not responsible in any way for any Devices’ performance, features or failures and makes no warranty in respect to the same.
1.6 Event equipment provided by You. We are not responsible for: (a) outages or disruptions attributable in whole or part to the use of your own equipment, software or IT infrastructure at an Event (“Customer Equipment”); (b) for the performance or failure of such Customer Equipment; or (c) for damages and losses of any kind due to the operation of such Customer Equipment and any impact on the Services. It is Your responsibility to ensure that any Customer Equipment is properly configured for use with the Platform and meets all minimum compatibility requirements set out at https://help.boomset.com/knowledge. This includes, but is not limited to, updating devices to the latest version of the operating system and ensuring the latest version of Boomset’s apps are installed prior to the Event.
1.7 Affiliates. You may extend the rights and benefits provided to You under this Agreement to Your Affiliates, provided that such Affiliate executes a separate Order or other sales rider referencing these Boomset Platform Terms for its own Subscription Plan and You remain primarily liable for payment and acts and omissions of Your Affiliates.
1.8 Educational Associates. If You are a qualified non-profit educational institution, You may extend the rights and benefits provided to You under this Agreement to Your associated campuses and educational institutions in which case such associated institution will be deemed an “Affiliate” under this Agreement; provided that each associated institution executes a separate Order or other sales rider referencing these Boomset Platform Terms for its own Subscription Plan and You remain primarily liable for payment and acts and omissions of Your associated institutions.
1.9 Non-Boomset Products. Non-Boomset Products are governed solely by the terms and privacy policies of such Non-Boomset Products. Boomset is not responsible or liable for, and makes no representations or warranties as to, any aspect of such Non-Boomset Products. By enabling Non-Boomset Products, You are expressly permitting Boomset to disclose applicable account data as necessary to facilitate the use or enablement of such Non-Boomset Products. Integration with any Non-Boomset Product is provided as a courtesy and based on the then-current Non-Boomset Product’s service and integration method (e.g., API, iFrame, SDK). Boomset shall use reasonable efforts to continue such integration but makes no promises or guarantee that such integration shall remain throughout the Subscription Period.
1.10 Upgrades; Add-Ons. You can upgrade Your Subscription Plan or purchase Add-Ons at any time during Your Subscription Period by signing an additional Order or by visiting Your account. Your upgrade or Add-Ons will be effective immediately once We successfully charge Your payment method for the additional fees. If Your Subscription Plan has the same renewal period (e.g., month-to-month or annual renewal), We will charge You for the prorated difference between Your current subscription and the upgraded one based on the number of days left in Your current Subscription Period so that Your Subscription Plan renewal date remains the same. If Your Subscription Plan is changing from month-to-month to annual, We will charge You immediately for the full annual Subscription Fee and reset Your renewal date for one year thereafter.
1.11 Downgrades. You can downgrade Your Subscription Plan or reduce Your Add-Ons during a Subscription Period in Your account, but such downgrades will not become effective until the end of Your current Subscription Period, and You will not receive a refund or credit for such downgrade or reduction of features. You must remove Team Members before the downgraded renewal Subscription Period begins. Downgrading Your Subscription Plan may cause loss of content, features, or functionality of the Service available to You, and Boomset accepts no liability for such loss.
1.12 Platform Support. Boomset provides (a) 24/7 remote monitoring of the Platform, (b) the global help desk available 24/7 by visiting https://help.boomset.com/knowledge, and (c) support by email via [email protected].
1.13 Platform Availability. We will make commercially reasonable efforts to provide the Services twenty-four (24) hours a day, seven days a week, but availability is not guaranteed and may be disrupted, unavailable, or inoperable due to: (a) unforeseeable circumstances, or foreseeable circumstances that despite Our commercially reasonable measures to prevent are not within Our ability to fully prevent (including but not limited to widespread internet disruptions, interruption of services by Our service providers that was not caused by Us, and malicious third party acts); (b) emergency security measures; or (c) planned downtime of which We will give advance notice to the account owner. You acknowledge that while the Services are designed for ease of use, it is Your responsibility to ensure that any individuals involved in accessing and using the Services are appropriately trained to use any applicable third party technology or Devices, and have reviewed the relevant Boomset training materials and Documentation or third party training materials and Documentation made available to You. You are solely responsible for procuring any third party cooperation reasonably required for the receipt of Services and for ensuring that Your IT infrastructure complies with the relevant specifications to use the Services provided by Boomset. If You purchased a premium service level agreement, the terms of that service level agreement will also apply.
1.14 Beta Features. Boomset may offer access to features, services, products, or integrations, that are pre-release, beta versions (“Beta Feature”). Access to and use of Beta Features may be subject to additional agreements. Boomset makes no representations or warranties that a Beta Feature will ever be made generally available and reserves the right to discontinue or modify a Beta Feature at any time without notice. Beta Features are provided AS IS, may contain bugs, errors or other defects, and Your use of a Beta Feature is at Your sole risk. The existence and details of the Beta Feature, and your feedback about the Beta Feature, are deemed the Confidential Information (as defined in Section 8.1) of Boomset.
2.1 Term. Unless Your subscription expires due to non-renewal or is otherwise terminated earlier, at the end of your Subscription Plan it will automatically renew for successive one (1) year Subscription Periods. Unused credits at the end of each Subscription Period will not roll over into the subsequent Subscription Period. This includes, but is not limited to, registrations, activation credits, or lead retrieval credits.
2.2 Fee Changes. Boomset may increase or decrease the Subscription Fees in its sole discretion. Any change to the Subscription Fees will only become effective upon renewal of Your Subscription Plan. We will give you reasonable prior notice of any change in Subscription Fees to give you an opportunity to terminate Your Subscription Plan before such change becomes effective. For the avoidance of doubt, any discount only applies for the Subscription Period set out in a particular Order and does not roll over to any renewal term.
2.3 Non-Renewal. Either Party may elect to not renew any Subscription Plan by providing notice at least thirty (30) days before the end of the then-current Subscription Period. Expiration of the Subscription Plan due to non-renewal will be effective as of the end of the then-current Subscription Period.
2.4 Termination for Cause. Either Party may terminate this Agreement or an individual Order (a) effective upon notice to a Party due to its material breach that was not cured within thirty (30) days after receipt of a breach notice from the Party claiming breach; or (b) if the other Party becomes the subject of a petition in bankruptcy, or other proceeding, petition, notice, resolution, or order relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
2.5 Payment Upon Termination. If We terminate this Agreement or an individual Order due to Your uncured breach under Section 2.4, You must immediately pay any undisputed and unpaid fees for the remainder of such Subscription Period, in addition to any other undisputed amounts You may owe Boomset. If You terminate this Agreement due to Boomset’s uncured and uncontested breach under Section 2.4, Boomset will refund You a prorated portion of the prepaid Subscription Fees and Add-On Fees covering the remainder of the Subscription Period. On termination of this Agreement or any individual Order for any reason, all fees for the rental or purchase of Devices shall be immediately payable and due.
2.6 Export of Event Content. Your Event Content will be available to You for export or download as provided in the Documentation. Boomset has no obligation to maintain or provide the Event Content, and may delete Your Event Content unless prohibited by Law. Notwithstanding the foregoing and subject always to Section 5, Boomset will delete Your Event Content promptly upon Your request, unless prohibited by Law.
3.1 Fees. The Order will specify the applicable fees for all Services, Devices and Non-Boomset Products (if applicable), exclusive of sales, value-added, use, or withholding taxes assessable by any local, state, provincial or foreign jurisdiction, levies, duties, or similar governmental assessments (“Taxes”). Applicable Taxes will be reflected in Your invoice. Except for the portion of fees subject to a good faith dispute, all fees and Taxes set forth in the invoice are due within 14 days of invoice date, unless otherwise agreed in the Order. You may not withhold any Taxes or charges or set-off any amounts due to Boomset. Boomset reserves the right to withhold the payment of any amounts owed to You hereunder and dispose of them as required by Law, in each case as determined by Boomset, or to seek later payment from You of any amounts on Taxes uncollected and unremitted.
3.2 Overages. Boomset will invoice You for any Service You use above the Subscription Plan limitation (including Taxes), such as additional registrations and activation credits used over Your allotment (“Overage Fees”). Overage Fees are due within 14 days of invoice date.
3.3 Post-event Invoices. Where applicable, You will be issued a post-event invoice for services that had not previously been charged within thirty (30) days of the services being delivered. These services may include, but are not limited to shipping handling fees, overtime, travel expenses, and meals. All fees payable in any post-event invoice are due within 14 days of the invoice date.
3.4 Credit Extension. We may, in our sole discretion, extend credit to You. The amount and terms of credit are subject to our periodic review. Boomset may in its sole discretion increase, decrease, suspend or revoke credit at any time for any reason and without advance notice. Except to the extent we otherwise agree, Boomset has no obligation to make or incur any expense, guarantee or advance for any purpose.
3.5 Optional Credit Card and Fees. If You authorize Boomset to charge a credit card as a method of payment (a “Credit Card Authorization”), then You authorize Boomset to charge the credit card account for the amount on any and all invoices without further notice to You. All credit card transactions will include a credit card processing fee equal to 3.0% of the outstanding balance paid by credit card. You acknowledge that Boomset relies upon Your Credit Card Authorization when determining whether to provide Services to You. Therefore, in consideration for Boomset agreeing to rely on Your Credit Card Authorization as a means of payment, You irrevocably authorize Boomset to charge Your credit card for any Overage Fees during Your Subscription Period. If You take any action to frustrate a transaction authorized by this Agreement, then Boomset, automatically and without further notice, revokes any credit terms or other payment accommodation which it might have previously afforded to You, accelerates Your entire account balance, and Your entire balance is immediately due and payable.
3.6 Late Fees. In addition to any applicable late fees or charges, any unpaid principal balance shall accrue interest at the rate of 2% per month, or the highest rate of interest permitted by law, whichever is lower, starting fourteen (14) days after notice to You that payment is delinquent, until the balance is paid. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees.
3.7 Currency; No Refunds. All fees are due and payable in the currency specified by Boomset, unless otherwise agreed. All fees are non-refundable and Your payment obligations are non-cancellable.
3.8 Cancellations and adjustments. The Subscription Plan and Subscription Period are non-adjustable. Customer-requested cancellations of or adjustments to any other services being provided under this Agreement, including Event Support in accordance with Schedule 1 and/or the rental or purchase of Device(s) in accordance with Schedule 2 (“Adjustment Requests”) require Boomset’s written consent and are subject to the following conditions:
(a) Submitting requests - Adjustment Requests must be submitted via email to [email protected]. If the Adjustment Request is accepted, You will receive an email from Boomset to confirm and outline any next steps involved in the adjustment. If You do not receive written confirmation from Boomset that the adjustment has been accepted, You shall remain bound by Your initial Order.
(b) Incurred Direct Expenses - You agree to pay, on demand, any invoices which Boomset issues relating to direct expenses incurred by Boomset in respect of the cancelled or adjusted services. This includes, but is not limited to, expenses incurred in relation to travel, accommodation, shipping, hardware, stock items, artwork or custom branding, and service fees associated with the intended provision of such services (“Incurred Direct Expenses”).
(c) Accepted Adjustment Requests - where Boomset accepts Your Adjustment Request:
(i) more than thirty (30) days before the first delivery date for any Event Support or Device(s) (“First Delivery Date”): the fees for Event Support and/or Device(s) under the initial Order (“Relevant Fees”) remain due and payable in accordance with the Order. 100% of the Relevant Fees, less any Incurred Direct Expenses, will be converted to credit to your account for use at your next Event;
(ii) less than thirty (30) days but more than five (5) business days before the First Delivery Date: the Relevant Fees remain due and payable in accordance with the Order. 50% of the Relevant Fees will be incurred as service adjustment cost, and the balance, less any Incurred Direct Expenses, will be converted to credit to your account for use at your next Event;
(ii) five (5) business days or less before the First Delivery Date: the Relevant Fees remain due and payable in accordance with the Order. 100% of the Relevant Fees will be incurred as service adjustment cost and You will additionally be invoiced for any Incurred Direct Expenses.
(d) Rush charges for additional services - Adjustment Requests relating to ordering additional Event Support and/or Device(s) (“Addendum”) which are received less than sixty (60) days prior to the first date the services will be required are subject to rush charges of no less than 10% of the additional services. Furthermore, any Addendum requested less than thirty (30) days prior to the first date the services will be required is subject to rush charges of no less than 20% of the additional services and may not be serviceable by Boomset.
3.9 Free Trial - Boomset may, at its sole discretion, offer a Subscription Plan with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Boomset until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription Plan, you will be automatically charged the applicable Subscription Fee for the type of Subscription Plan you have selected. During Your Free Trial, the Services are provided “AS-IS” and expressly excludes and disclaims all warranties as well as the Boomset indemnification in Section 11. Unless otherwise agreed in writing, any Free Trial services may not be used in any live production environment or during a live Event.
4.1 Event Content. As between You and Boomset, You are the owner of Event Content and retain all ownership rights thereto. During the applicable Subscription Period, You grant Boomset a non-exclusive, sub-licensable, license to use, store, edit, reproduce, modify, and copy that Event Content solely as necessary for Boomset to provide You the Services.
4.2 Safeguards. Boomset will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Event Content.
5.1 Applicable Law. The Parties agree to comply with all applicable Data Protection Legislation when using the Services, as applicable.
5.3 Personal Data Breach. Boomset agrees to notify You without unreasonable delay, and promptly as required by Law, on becoming aware of a confirmed Personal Data breach. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
5.4 Deletion of Personal Data. At Your written direction, Boomset agrees to delete or return Your Personal Data to You which it holds on termination of the Agreement unless required by Law to store such data.
5.5 DPA. In the event Customer and Boomset execute a separate data processing agreement, such data processing agreement shall be incorporated into this Agreement by reference and shall be subject to the provisions of this Agreement.
6.1 Seat Management. Each Subscription Plan includes a limited number of Team Member Seats that may be filled by Your Team Members. Team Member Seat login account credentials cannot be shared or used by more than one individual at a time, but Seats can be reassigned to replacement Team Members. You and Your Team Members must maintain the confidentiality of all Team Member login credentials and mechanisms. You shall not attempt to circumvent the Subscription Plan licensing and feature limits or restrictions. You are solely responsible for Your Team Members’ compliance with this Agreement and for all activities that occur under Your account, whether authorized or not (unless such unauthorized access was caused by Boomset). Boomset reserves the right to monitor Your usage of the Services for Your compliance.
6.2 Content and Conduct. You will comply with the Community Guidelines which are incorporated into this Agreement. Boomset has the right to remove any content if, in Boomset’s reasonable opinion, that content does not comply with the Community Guidelines or exposes Boomset or Boomset’s users to any potential liability or risk. Boomset will make good faith efforts to promptly notify You (whether before or after the removal). We shall not be liable to You, Team Members, Participants or any other third party for any Losses stemming directly or indirectly from such content’s submission to the Platform and/or such content’s removal.
6.3 Compliance with Boomset User Terms. You will make commercially reasonable efforts to enforce the Boomset User Terms with Your Participants and Team Members (as applicable). If You intentionally or knowingly allow, or reasonably should have known of, any Participant’s or Team Member’s violation of the Boomset User Terms, You are liable for the actions or inactions of such Participant and/or Team Members under this Agreement as if they were Your own. Boomset is not liable to You for any violations of the Boomset User Terms by Your Participants or Team Members. If You become aware of any behavior by Participants and/or Team Members that would constitute a violation of the Boomset User Terms, You are responsible for prohibiting any further access to the Platform, which can be done at any time through Your account.
6.4 Scope of support. Subject to any Event Support provided by Boomset as detailed in an Order and further specified in Schedule 1 and/or Schedule 2, You are responsible for all aspects of dealing with Your Participant’s and Team Member’s use of the Platform or any Device(s) at any time, including during any Event. You are solely responsible for any issues or enquiries from Participants at the Event and any personnel matters related to Team Members. Boomset support is not attendee-facing.
6.5 Modifications. Boomset may modify any feature or functionality of the Services and reserves the right to discontinue either at any time. Boomset shall provide You with commercially reasonable advance notice of deprecation of a material feature that affects You via email or the Platform. To the extent such modification results in a material reduction of overall functionality without a comparable replacement, You may elect to terminate this Agreement by providing written notice to Boomset within 30 days of such material reduction, and receive a prorated portion of all prepaid Subscription Fees associated with the impacted Service.
6.6 Temporary Suspension. We reserve the right to suspend or restrict access to the Services if: (a) We reasonably believe that You or Your Event violate this Agreement or Your Team Members and/or Participants violate the Boomset User Terms; or (b) We suspect or detect any viruses, malware, Trojan horses, time bombs, or other similar harmful software connected to Your account, or Participants. We shall not be liable to You or any third party for any such suspension.
6.7 Cooperation. You shall timely cooperate with Boomset to provision the Services or Devices, including but not limited to, giving Boomset accurate information, access, and materials as reasonably necessary to provide You the Services and Devices. You acknowledge that Your delay or failure to do so may result in Your inability to use all or a part of the Services or Devices, in which case Boomset will not be liable.
6.8 Restrictions. Any licenses or rights granted to You hereunder are personal and non-transferable. You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Services or any hired Devices to a third party. The foregoing does not prohibit authorized use of the Services by Your Team Member, Affiliates, and contractors solely as reasonably necessary for You to use the Services; provided that such Team Members, Affiliates and contractors, are legally bound to comply with Your obligations hereunder and You remain liable for their violation of this Agreement. You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or limiting mechanism on the Services or use the Services in a manner that interferes with or disrupts the integrity, security or performance of the Services; falsely imply any sponsorship or association with Boomset; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Services or Platform; (d) use or launch an automated system that accesses the Service (e.g., bot) in a manner that materially and adversely affects the security, availability, or stability of the Services; or (e) unlawfully use the Services or violate a person’s privacy rights; (f) carry out any of the clauses (a) – (e) above in respect to your use of any Devices, or remove any product identification, proprietary, confidentiality, copyright or other notices placed upon or contained in the Devices; or (g) use Devices or Services provided by Boomset in violation of any law or regulation.
6.9 System Requirements. Use of the Services and Devices requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility. You are responsible for taking all necessary steps to ensure that the technology infrastructure you use during your Event meets all system requirements.
6.10 Marketing Consent Responsibility. You are solely responsible for seeking and securing any and all marketing and communication consents from Participants in connection with Your Event and use of the Services. While Boomset may provide features or functionality to facilitate Your marketing activities or collection of marketing consents, You are solely responsible for ensuring You comply with applicable law. Boomset does not provide advice on how to comply with Law for Your marketing activities.
7.1 Analytics. Boomset may aggregate, collect, and analyze information relating to the provision, use and performance of the Services, and may use such information to provide You the Services, and improve Our services and other offerings (“Analytics”). Boomset may also disclose the Analytics solely in an aggregated and anonymized format such that neither You, nor any other customer, individual or household, can be identified or re-identified, and solely for the purposes of providing You the Services and improving Our services and other offerings. Boomset may also disclose Analytics if required by law or government order.
7.2 Your Ownership. Any Analytics specific to You or Your Events are owned by You and are deemed Your Confidential Information (as defined in 8.1). Boomset will never use or disclose Your Analytics in a manner intended to allow any third party to identify or benchmark Your business practices and services.
8.1 “Confidential Information” means all information disclosed by one Party to the other Party in tangible form and designated as confidential; or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality regarding such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
8.2 Each Party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise permitted under this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information (a) solely to the employees, non-employee service providers, or contractors who need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of an administrative agency or court of competent jurisdiction provided that the receiving Party gives the disclosing Party sufficient notice to enable it to seek an order to limit or prevent such disclosure; or (c) as reasonably necessary to comply with Law.
9.1 Each Party retains all rights, title, and interest in its respective IP Rights. The rights granted to You, Team Members, and Participants (as applicable) to use the Service(s) under this Agreement convey no additional rights in the Services or any IP Rights of Boomset associated therewith. Subject only to the limited rights expressly granted herein, all rights, title and interest in the Services and Platform, including all related IP Rights, belong exclusively to Boomset.
9.2 If applicable, You grant Boomset a fully paid, royalty-free, worldwide, transferable, sublicensable, assignable, irrevocable, and perpetual license to use, modify, exploit, and incorporate, any suggestions, enhancement requests, recommendations, or other feedback related to the Platform, Services or Devices, given to Boomset by You, Your Team Members, Participants or other third parties acting on Your behalf.
10.1 Mutual Representations. Each Party represents to the other that (a) this Agreement is a binding and enforceable agreement; (b) no third party authorization or approval is required for its execution or performance of this Agreement; and (c) the execution and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is bound.
10.2 Disclaimers. THE PLATFORM, DEVICES AND SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES OR YOUR USE OF DEVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM BOOMSET OR THROUGH THE SERVICES OR DEVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT OR OTHERWISE PROVIDED IN WRITING TO YOU. WE DO NOT WARRANT THAT ALL ERRORS IN THE PLATFORM, DEVICES OR SERVICES PROVIDED HEREUNDER CAN OR WILL BE CORRECTED.
11.1 In this Section 11, the following definitions apply:
“Claim” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding.
“Expenses” means any reasonable out-of-pocket expense incurred in defending a Claim or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.
“Indemnitee” means a Party and its Affiliates, and their respective directors, employees, agents, consultants, advisors, and other representatives.
“Indemnitor” means the Party providing the indemnity under this Agreement to the other Party.
“Losses” means any amount awarded in, or paid in settlement of, any Claim, and expressly excludes any consequential, incidental, indirect, punitive, special damages, service replacement costs, cover damages or similar liabilities that are payable to third parties who use the Services.
11.2 Boomset Indemnification. Boomset will indemnify Customer Indemnitees against all Losses arising out of a Claim brought by a third party against Customer Indemnitees, alleging that Your use of the Service infringes or misappropriates a third party’s IP Rights (an “IP Claim”). If Your use of a Service has become or is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (i) procure for You the right to continue using the Services; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Boomset, terminate Your Service and refund You a prorated portion of any Subscription Fees previously paid to Boomset for the unused portion of Your Subscription Period. We will have no liability or obligation regarding any IP Claim if it is caused in whole or in part by (x) compliance with designs, data, instructions, or specifications provided by You; (y) modification of the Services, unless performed or authorized by Boomset; or (z) the combination, operation or use of the Services with other hardware or software where a Service would not by itself be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Boomset to You and constitute Your sole remedy regarding an IP Claim. The above remedy does not apply in respect to any IP Claim arising out of or in connection with your use of or the operation of any Devices.
11.3 Customer Indemnification. You will indemnify Boomset Indemnitees against all Losses arising out of a Claim brought by a third party against Boomset Indemnitees: (a) alleging that Your Event Content infringes or misappropriates a third party’s IP Rights; (b) arising from Your breach of this Agreement, or (c) arising from or related to Your violation of the Community Guidelines or Law in connection with Your use of the Services.
11.4 Procedure. The indemnity obligations in this Section 11 do not apply unless: (a) Indemnitee promptly notifies the Indemnitor of the threat or notice of a Claim; (b) Indemnitor has the sole and exclusive control and authority to select defense attorneys, and defend or settle any such Claim; provided that Indemnitor shall not settle or compromise any claim that results in liability or admission of any liability by Indemnitee without its prior written consent; and (c) Indemnitee cooperates with Indemnitor. An Indemnitee is entitled to participate in the defense of a Claim at its own expense. Indemnitor shall pay any Expenses that Indemnitee incurs in connection with defense of the Claim before Indemnitor assumes the defense, except with respect to any period during which the Indemnitee fails to timely notify Indemnitor of that Claim. If both Parties are negligent or otherwise at fault or strictly liable without fault, then the Indemnitor shall indemnify Indemnitee only for the percentage of responsibility for the damage or injuries attributable to Indemnitor.
12.1 DAMAGES EXCLUDED. Neither Party nor their respective Affiliates will be liable to the other under this Agreement, under any legal theory (whether in contract, tort, negligence or otherwise) for any incidental, consequential, indirect, special, exemplary, or punitive loss or damages; or for lost profits, lost sales or business, lost data (through no fault of Boomset), business interruption, loss of goodwill, costs of cover or replacement, whether or not such Party has been advised of the possibility of such damages.
12.2 MONETARY CAP. Boomset’s aggregate liability to You and Your Affiliates arising out of this Agreement, shall not exceed the Subscription Fees paid by You during the twelve (12) months before the first event giving rise to such liability. This limitation of liability applies in aggregate to Your and Your Affiliates' claims and shall not be cumulative.
12.3 EXCLUSIONS. Notwithstanding Section 12.2, nothing in this Agreement excludes or limits the liability for (a) either Party for death or personal injury caused by its acts or omissions; (b) either Party’s gross negligence, fraud, fraudulent misrepresentations, or intentional misconduct; (c) fees payable to Boomset; or (d) Customer’s breach of the license hereunder; or (e) Customer’s indemnification obligations under this Agreement.
12.4 Risk Allocation. The Sections on limitation of liability, disclaimer of warranties, and warranties allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing of the Services and is an essential element of the basis of the bargain between the Parties. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or personal injury or death, so some of the above limitations may not apply to You. In these jurisdictions, such Party’s liability will be limited to the greatest extent permitted by Law.
13.1 Compliance with Laws. Each Party agrees to abide by all Laws to the extent applicable to its performance or exercise of its rights under this Agreement.
13.2 Anti-Corruption. Each Party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or item of value from any employees or agents of the other Party in connection with this Agreement. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party.
13.3 Economic Sanctions and Export Controls. You agree that You will not use, and will not permit any other party to use Boomset or participate in an Event in violation of this Agreement or the Community Guidelines, or in a manner that violates, or could cause Boomset to violate, economic sanctions or export control laws or regulations of the United Kingdom, the United States or any other jurisdiction, and You agree that You are solely responsible for compliance with all such laws and regulations. You represent that You: (a) are not organized under the laws of, ordinarily resident in, or located in, a country or territory that is the target of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Her Majesty’s Treasury and will not access or use Boomset or participate in an Event, in such countries or territories; (b) are not, and are not owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders List; (c) are not, and are not owned 50% or more or controlled, individually or in the aggregate by persons, identified on the Consolidated List of Financial Sanctions Targets in the UK administered by Her Majesty’s Treasury; and (d) are not a person identified on the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists. You will not permit any person described in any of clauses (a), (b), (c) or (d) to be a Team Member or Participant in any Event or to access or use Boomset in connection with any such Event. This section applies except to the extent it would cause any person, including Boomset and You, to contravene, where applicable, the EU’s Blocking Regulation or the UK’s Protection of Trading Interests Legislation.
13.4 Assignment. You may not, directly or indirectly, by law or otherwise, assign any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our prior written consent, which consent will not be unreasonably withheld. We may, without notice to You and without Your consent, assign or transfer this Agreement to any Affiliate of Boomset, or in connection with any merger or change of control of Boomset or its Affiliates, or the sale of all or substantially all of Our assets. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns.
13.5 Integration. This Agreement constitutes the entire agreement and supersedes any prior agreements between You and Boomset regarding the subject matter hereof. This Agreement shall apply in place of the terms or conditions in any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being void), and, except as stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party regarding the subject matter hereof.
13.6 Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days before the effective date of any material amendment that materially and adversely affects Your rights under this Agreement (“Material Amendment”), and Your continued use of the Services following the effective date will be Your agreement to any such amendment. You may elect to terminate this Agreement by providing notice to Boomset within 30 days of such Material Amendment, and receive a prorated portion of all prepaid Subscription Fees and Equipment Hire Fees associated with the impacted Service. Amendments that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any amendments to this Agreement.
13.7 Waiver. Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision of this Agreement.
13.8 Severability. If a provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
13.9 Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
13.10 Notice. Any notice under this Agreement must be in writing and delivered by email to all the addresses specified below. Email notice is effective as of the day sent if sent by 5 pm GMT or the day after if sent after 5 pm GMT.
If to Boomset, by email to:
If to Customer, email to both notice email addresses specified in the Order.
13.11 Governing Law. if Your contact address is in the United States, New York State law governs this Agreement, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved exclusively in a court of general jurisdiction in New York, New York subject to Section 14.2 (if applicable). Each Party submits exclusively to the personal jurisdiction of this jurisdiction to resolve any dispute relating to this Agreement or Your use of the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
If Your contact address is not in the United States, this Agreement and any disputes or claims relating to it or its validity, performance subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed under, the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the Courts of England and Wales subject to Section 14.2 (if applicable). The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
You represent that the choice of law to govern this Agreement is a valid choice of law under the laws of the country in which You are based and Your submission to the jurisdiction of the courts specified above is valid and binding on You.
13.12 Survival. Sections 2 to 14 survive any expiration or termination of this Agreement.
13.13 Logo Rights. During the Subscription Period, You give Boomset permission to include Your logo and name on Boomset’s customer lists, sales and marketing collateral.
14.1 Informal Resolution. Boomset wants to address your concerns without resorting to a formal legal case. Before filing a claim, each Party agrees to try to resolve the dispute by notifying the other Party first. If a dispute is not resolved within 30 days of notice, You or Boomset may bring a formal proceeding.
14.2 Agreement to Arbitrate. If Your contact address is in the United States, You and Boomset agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration in English language only. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The place of arbitration will be New York, NY and conducted in English. If Your contact address is not in the United States, You and Boomset agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration in English language only, under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration will be London, UK and conducted in English.
14.3 NO CLASS ACTIONS. You may only resolve disputes with Boomset on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
This Schedule has two parts:
The terms within this “Customer Success Manager” section apply if a CSM is included in your Subscription Plan.
The terms within this “On-site Team” section apply to on-site support personnel provided by Boomset to You as detailed in the applicable Order.
Boomset’s On-site Representative(s) WILL:
Boomset’s On-site Representative(s) WILL NOT:
The terms within this “Device Terms” Schedule apply to Devices, accessories, consumables and services provided by Boomset to the Customer as further detailed in any Order.
This Schedule has three parts:
Quotations for Devices. Unless otherwise detailed in an Order, any quotation given by Boomset for Devices is valid for a period of 30 days only. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, charges for damages or replacements, and other charges and duties.
No cancellations. No order for the rental or purchase of Devices which has been acknowledged by Boomset may be cancelled, except in accordance with Section 3.8 of the Boomset Platform Terms.
Device Software. Your use of any third party software supplied with or incorporated into a Device (“Device Software”) is subject to and governed by the third party terms applicable to that software which You agree to be bound by. Device Software is provided “as is” and Boomset is not responsible in any way for any Device Software’s performance, features or failures and makes no warranty in respect to the same.
Artwork/custom branding: Some Devices may allow the application of artwork or custom branding. Where You request any artwork or custom branding to be applied, any digital proofs must be approved no later than thirty (30) days prior to the desired date of delivery. Any adjustments must be requested in writing for review to determine if a separate arrangement and/or additional costs would be required.
Shipping: You understand that Boomset is only agreeing to ship to the address(es) listed in the Order. Any adjustments or additions must be requested in writing for review to determine if a separate agreement and additional costs would be required. You understand that, on the day of delivery, deliveries are not restricted to a specific time period. If there are specific times required for delivery, you may request an updated delivery estimate.
Subject to the payment of the rental fee as detailed in the Order, we will rent Devices to you subject to the terms and conditions of the Boomset Platform Terms, the Order and this Schedule. Within the context of Part A of this Schedule, “Device” is the hardware device rented to You along with any associated Device Software for the agreed Rental Period as detailed in the applicable Order and includes all substitutions, replacements or renewals of such Device and all related accessories, manuals and instructions provided for it.
The terms within this “Return Shipment (with On-site Team)” section apply only where on-site support personnel is provided by Boomset to You under the applicable Order.
The terms within this “Return Shipment (NO On-site Team)” section apply only where no on-site support personnel is provided by Boomset to You under the applicable Order.
“Device(s) for Purchase” refers to any devices, technology, consumables and accessories listed within an Order as Purchased Device(s).
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