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Last Updated: March 5, 2025

General Terms of Services Agreement

By accessing or using Opendate’s website, mobile applications, or services, you acknowledge and are agreeing to the terms and conditions of this GENERAL TERMS OF SERVICES AGREEMENT (“Terms of Service”) and the rights and obligations contained in it are in addition to and are incorporated into every Order Form, Statement of Work, and Ticketing Services Agreement (collectively, the “Agreement”). By agreeing to the Terms of Service, you further acknowledge you have read and agree to Opendate’s Privacy Policy which governs Opendate’s handling of personal data in accordance with applicable laws. Unless explicitly stated otherwise in an Order Form, Statement of Work, or the Ticketing Services Agreement, these Terms of Service shall govern all interactions between Opendate and the Organizer.  In the event of any conflict between these Terms of Service and another agreement, such as the Ticketing Services Agreement, these Terms of Service shall govern and control unless expressly stated otherwise in a writing signed by an authorized Opendate executive.

BY ACCEPTING OUR AGREEMENT, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND TERMS OF SERVICE, THE PRIVACY POLICY, AND THE TICKETING SERVICES AGREEMENT EACH HEREBY INCORPORATED BY REFERENCE, AND EXPRESSLY AGREE TO, AND CONSENT TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED THEREIN. THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AND FORCE AS A WRITTEN AND SIGNED DOCUMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, WE WILL PROMPTLY CANCEL THIS TRANSACTION AND YOU WILL BE UNABLE TO ACCESS THE OPENDATE.IO WEBSITE (THE "SITE") AND THE SERVICES THAT IT OFFERS. WE RESERVE THE RIGHT TO DECLINE YOUR REQUEST FOR SERVICES FOR ANY REASON AND WITHOUT NOTICE.

ARBITRATION NOTICE: These Terms of Service contain a binding arbitration provision set forth below in Section 14. Except where prohibited by applicable law, these Terms of Service require you to arbitrate disputes with us rather than resolve disputes through a jury trial or class action. By accessing, or using the Services, you agree to give up, and you hereby waive, any rights to participate in a class action lawsuit or representative action with respect to any disputes or claims arising out of or relating to these Terms of Service or the Services.

SECTION 1 - Definitions

Terms defined in this Section 1 and parenthetically defined elsewhere shall have the same meaning throughout the Agreement.

  1. “Affiliate” of any entity means any person or entity that controls, is controlled by, or that is under common control with, such entity, whether as of the date of your agreement to these Terms or after. For purposes of this definition, "control" means ownership or control, directly or indirectly, of more than 20% of the outstanding voting stock of an entity or otherwise possessing the power to direct the management and policies of an entity.
  2. “Benchmark Data” means statistical, system, usage, and configuration data regarding the Organizer’s compliance with the Agreement and Organizer’s usage of the Software Services, including, but not limited to, user engagement statistics or remote application performance measurement, and provided that: (i) does not specifically identify Organizers or Consumers; and, (ii) does not consist of any Confidential Information, provided, however, that Organizer shall not consider statistical, aggregate data part of its Confidential Information.
  3. “Confidential Information” means any nonpublic information (written, oral or electronic) disclosed by one Party to the other Party and shall be deemed to include the following information of the respective Parties, without limitation: (i) the terms and conditions of the Agreement; (ii) customer lists, the names of customer contacts, business plans, technical data, product ideas, personnel, contracts and financial information; (iii) patents, trade secrets, techniques, processes, know-how, business methodologies, schematics, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (iv) information about costs, profits, markets and sales; (v) plans for future developments and new product concepts; (vi) all documents, books, papers, drawings, models sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be disclosed, as well as written or oral instructions or comments; or (vii) any data or information stored in the Software Services.
  1. “Consumer” means customers using our Services for any reason, including to consume information and/or attend events.
  2. “Consumer Content” means any logos, videos, multimedia, reports, information, files, documents, data or other content that Organizer, its employees, personnel, agents or end users share with Opendate.
  3. “Deliverable” means all patentable subject matter, copyrightable subject matter, copyrights, trademarks, trade secrets, know-how, ideas, suggestions, discoveries, designs, processes, computer products, software (both object code and source code), works of authorship, algorithms, formulas, methods, programming, techniques, flowcharts, reports, and all other inventions or developments created, by Opendate, specifically for Organizer pursuant to Professional Services, and as set explicitly identified on an Order Form or Statement of Work.
  4. “Opendate Platform” means Opendate’s products, features and offerings that are accessible online through Opendate’s websites, mobile applications and subdomains.
  5. “Material” includes information, data, text editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds, and other content and materials.
  6. “Order Form” means the order form document that is executed by both parties and is subject to, governed by, and incorporates by reference, this Opendate Terms of Service Agreement, and sets forth the Software Services and Professional Services Opendate shall provide to Organizer.
  7. “Organizer” means an event creator using our Services to create events for Consumers.
  8. “Organizer Royalty” means the fee determined by Organizer that Opendate will collect from Consumers on tickets/registrations sold by Organizer through the Opendate Platform.
  9. “Professional Services” means the professional services provided by Opendate to Organizer under a Statement of Work or Order Form that describes the services to be provided by Opendate, which may include, but are not limited to, any implementation, data conversion, set-up, consulting, training, interface, or advisory services, including Support Services as defined below.
  10. “Residuals” means any ideas, concepts, or know-how developed or acquired by Opendate during the performance of this Agreement to the extent obtained and retained by Opendate as impression and general learning and does not include Organizer’s Confidential Information.
  11. “Services” include the Opendate Platform, and the Ticketing and Organizer Services defined in Opendate’s Ticketing Services Agreement.
  12. “Site Content” refers to Material contained in or delivered via the Services or otherwise made available by Opendate in connection with the Services.
  1. “Software Services” means the software services provided by Opendate to Organizer under a Statement of Work or Order Form, which may include, but are not limited to, running on one or more computer servers maintained by Opendate or a third party on behalf of Opendate and which are made available to Organizer over the internet.
  2. “Statement of Work” means an agreement executed by an authorized representative of each party that sets forth the Professional Services and/or Support Services.
  3. “Support Services” means the support and maintenance services provided by Opendate to Organizer under a Statement of Work or Order Form, which may include, but are not limited to, any troubleshooting and help-desk services.
  4. “Third Party Product” means all materials, hardware or software owned by a third party.

SECTION 2 - Software Services

  1. License Grant. Provided that Organizer fully complies with these Terms of Service, including all payment obligations, Opendate hereby grants to Organizer a non-exclusive, terminable, non-transferable right and license to access and use the Software Services pursuant to the Agreement, in and under Opendate’s intellectual property rights. Organizer shall not use or otherwise access the Software Services in a manner that exceeds Organizer’s authorized use as set forth in the Agreement.
  2. Restrictions. Organizer shall not use the Software Services beyond the scope of the rights granted in the Agreement. Organizer shall be solely liable for its users’ and customers’ access to the Software Services and any misuse of the Software Services by any of Organizer’s workforce personnel. Organizer shall not directly or indirectly alter, modify, adapt, translate, copy, distribute, reverse engineer, decompile, disassemble, or create any derivative works of the Software Services. Organizer shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in the Software Services.
  3. Security. Opendate hereby agrees to have in place, a formal written information security program that provides safeguards for the protection of Organizer’s Confidential Information and Organizer Data, from loss, theft, and disclosure to unauthorized persons. Opendate agrees to maintain commercially reasonable information security and privacy standards, as applicable to the Software Services.

SECTION 3 - Organizer’s Obligations

  1. Organizer shall be responsible for obtaining and purchasing all necessary equipment, telecommunications infrastructure, Internet access services, and Third-Party Product(s) required to use the Software Services and Professional Services, and for making any necessary modifications to its network to accommodate the use of both the Software Services, and the Professional Services. Opendate will make commercially reasonable efforts to identify and disclose additional costs as part of Order Form(s) or Statement(s) of Work, but Organizer acknowledges such costs may also include costs for compliance with local, state, and federal ticketing and payment regulations, data protection requirements, and other mandatory industry standards.
  2. Organizer will provide commercially reasonable cooperation with Opendate to assist Opendate in provision of the Software Services, and the Professional Services, including any reasonable requests for additional documentation, data, or access required for compliance with local, state, and federal ticketing and payment regulations, data protection requirements, and other mandatory industry standards.
  1. Opendate shall authorize access to and assign unique usernames and passwords to Organizer’s end users for the Software Services (“Organizer Accounts”). Organizer shall be responsible for all activities conducted through Organizer Accounts, including any unauthorized activities. In the event of any suspected unauthorized access or use of the Software Services or Organizer Accounts, Organizer shall immediately notify Opendate and take all necessary steps to mitigate potential damage. Additionally, Organizer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Software Services and shall promptly notify Opendate if Organizer knows or should have known, after a reasonable inquiry, of any unauthorized access. If a breach or compromise occurs, Organizer agrees to immediately cease unauthorized access and assist Opendate in investigating and preventing further breaches.
  2. Organizer shall comply with all applicable local, state, federal, international and foreign laws, treaties, regulations, and industry standards (e.g. PCI-DSS, GDPR, CCPA), applicable to Organizer’s use of the Software Services, and the Professional Services, including without limitation those related to privacy, electronic communications, anti-spam legislation, and consumer protection laws.
  3. Organizer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software Services or any software, documentation or data related to the Software Services.  Organizer will not modify, translate, or create derivative works based on the Software Services (except to the extent expressly permitted by Opendate or authorized within the Software Services). Organizer will not use the Software Services for timesharing or service bureau purposes or otherwise for the benefit of a third.  Organizer will not remove any proprietary notices, labels, trademarks or other indentifying marks contained within the Software Services, or in any manner that violates Opendate’s intellectual property rights.

SECTION 4 - Professional Services

All Professional Services rendered by Opendate (if any) shall be governed by the terms and conditions of the Agreement and the applicable Statement of Work and Order Form.

  1. Order Forms. The performance of Professional Services by Opendate will be in accordance with this Agreement and one or more Order Forms or Statements of Work. Each Order Form or Statement of Work shall be signed by authorized representatives of Opendate and Organizer, and shall identify the Professional Services to be provided by Opendate to Organizer under that Order Form or Statement of Work, the Fees to be paid by Organizer to Opendate under that Order Form or Statement of Work, and other terms and conditions applicable to the Professional Services under that Order Form or Statement of Work, including, for example, any limitations, scheduled milestones and performance metrics. Any modification to this Agreement or an Order Form or Statement of Work must be in writing and executed by an authorized representative of each Party.
  2. Performance of Professional Services. Professional Services may, at the discretion of Opendate, be performed at: (i) Organizer’s offices, Opendate’s offices or elsewhere; and (ii) the times designated by Opendate unless otherwise specified in an Order Form or Statement of Work. Organizer shall provide Opendate with prompt and reasonable access to any resources, materials, data personnel, or information necessary for the performance of the Professional Services. In addition to all other remedies it has available to it at law or in equity, Opendate may suspend the provision of Professional Services during any period when Organizer has failed to timely pay Opendate any amount due under the Agreement and such failure continues for a period of ten (10) or more days following Organizer’s receipt of notice or a reminder invoice from Opendate concerning such nonpayment.
  1. Support Services: Organizer shall be entitled to receive Support Services as set forth on the applicable Order Form or Statement of Work. Organizer shall have the right to contact the Opendate’s support organization in accordance with the procedures specified in the Order Form (or an applicable Statement of Work). Organizer shall have the right, but shall not be obligated, to renew Support Services pursuant to an Order Form. In the event of any lapse in Support Services coverage, Opendate shall allow Organizer to renew Support Services without any additional charge other than the payment of the applicable fees mutually agreed upon by the parties for the renewal Support Services period.
  2. Organizer Delay and Changes. Opendate shall not be responsible for any delays in the performance of the Professional Services caused by Organizer. For any Professional Services for which Organizer’s participation is contemplated, Organizer and Opendate shall agree upon the dates to perform such Professional Services. If Organizer fails to meet agreed-upon dates, Opendate will not be held liable for any related delays. Opendate will have no obligation to provide Professional Services other than those specified in any Statement of Work. Organizer may request additional Professional Services by a separate Statement of Work describing the additional Professional Services to be provided. Unless the parties agree to other rates set forth in a mutually executed Statement of Work, Organizer will pay for additional work and/or work that falls outside of the scope of a Statement of Work at an hourly rate of $150/hour. Additional work shall not be performed without Organizer’s prior approval in writing.

SECTION 5 - Payment Terms

  1. Fees. Organizer shall pay the fees as set forth on the Order Form, including any: (i) fees for the Professional Services (the “Professional Services Fees”); (ii) fees for the Software Services (the “Subscription Fees”); (ii) fees to receive Support Services (the “Support Services Fees”) (collectively, the “Fee(s)”). Notwithstanding the foregoing, the Parties may agree in writing to renew the Agreement for longer periods at other mutually agreed upon rates. Any renewal terms and fees will be outlined in a new, mutually executed Order Form. Unless set forth on the applicable Order Form, Organizer shall commence paying the Subscription and Support Services Fees for the Initial Term or each Renewal Term, and will pay all Professional Services Fees, within ten (10) days after the start of such term. Failure to pay fees within the specified period will incur a late fee of 1.5% per month or the maximum allowed by law, whichever is greater.  Opendate reserves the right to suspend Organizer’s access immediately upon non-payment. Access will not be restored until full payment, including late fees, is received.
  2. Payments for Professional Services. Opendate will invoice Organizer for Professional Services on a time and materials basis. Organizer shall pay undisputed invoices, or the undisputed portion of any disputed invoice, within thirty (30) days of the invoice date. Any disputes regarding an invoice must be communicated by Organizer to Opendate in writing prior to the applicable due date ad must detail the nature of the dispute in good faith and with reasonable specificity.  Disputes without merit will not be entertained, and Opendate reserves the right to pursue full payment for services rendered. In addition to the Professional Service Fees, Opendate will charge Organizer for any reasonable travel, lodging, meal, and other out-of-pocket expenses incurred by Opendate in providing such services. Organizer acknowledges that timely payment is crucial for the continued provision of services, and any failure to pay may result in suspension of services until payment is made.
  3. Taxes. Organizer shall pay all taxes (including without limitation sales, use, property, excise, value added, and gross receipts) levied on the Agreement, except taxes based on Opendate’s income. Opendate reserves the right to suspend Organizer’s access and/or use of the Software Services and to cease providing Professional Services for any accounts for which any payment of fees is due and unpaid, provided, however, that Opendate provides Organizer a delinquency notice of such nonpayment and at least thirty (30) days have passed since the transmission of such delinquency notice without full payment of the unpaid fees by Organizer. Organizer also shall pay to Opendate all reasonable expenses incurred by Opendate in connection with exercising any of its rights under the Agreement or applicable law with respect to the collection of any payments due Opendate (excluding with respect to amounts reasonably disputed by Organizer in good faith), including reasonable attorneys’ fees, court costs, and collection agency fees.

SECTION 6 - Intellectual Property Rights.

  1. Proprietary Rights. Organizer acknowledges and agrees that Opendate retains sole and exclusive ownership of all right, title, and interest in and to: (i) any Professional Services; and (ii) the Software Services, including any updates, modifications, improvements, enhancements, configurations or any derivative works made to the Software Services, regardless of who creates, suggests, and/or contributes in any such modification, improvement, enhancement, or configuration. Opendate’s ownership extends to all intellectual property rights related to the Software Services and Professional Services, including but not limited to copyright, trademarks, patents, and trade secrets developed when providing the services.
  2. Deliverable Rights. Each Deliverable, as it is developed, that is copyrightable shall be deemed “work made for hire,” (as such, term is defined under the United States copyright laws) and made in the course of the Professional Services rendered hereunder. If, for any reason, any of the foregoing may not be deemed a “work for hire” and for all other Deliverables (including all other intellectual property rights therein), Opendate hereby irrevocably and unconditionally grants and assigns to Organizer, in perpetuity, now and in the future, all rights, title and interest throughout the world in and to all Deliverables and all intellectual property rights embodied therein. Opendate shall retain a nonexclusive, nontransferable license to use the Deliverable solely to support its business operations and for ongoing improvements on the Opendate platform, provided such use does not
  3. Residuals. Organizer acknowledges and agrees that Organizer does not have or obtain any rights in any Residuals. Notwithstanding any provision of this Agreement to the contrary, Opendate shall be free to use for any purpose, any Residuals resulting from the services provided or work performed under this agreement.
  4. Organizer Content Organizer owns all rights, title, and interest in and to its content (“Organizer Content”). By uploading, submitting, or storing Organizer Content in connection with this Agreement, Organizer grants Opendate a worldwide, royalty-free, fully paid, sublicensable, transferable, non-exclusive, irrevocable, perpetual, and unlimited license to use, host, store, reproduce, modify, adapt, distribute, publicly display, and create derivative works from the Organizer Content solely to perform its obligations under this Agreement and for ongoing improvements to the Opendate platform. Organizer acknowledges that Opendate may use Organizer Content in any manner, including incorporating it into Opendate’s platform, marketing, and research, and may monetize or otherwise exploit such content without further obligation to Organizer. Opendate is not responsible for any Organizer Content that is delayed, lost, altered, intercepted, or stored during the transmission of data via third-party networks. Organizer represents and warrants that it holds all necessary rights, licenses, and consents to grant Opendate the rights granted herein, and that the Organizer Content does not infringe upon the intellectual property or other rights of any third party. Opendate shall own all Benchmark Data collected, and such data shall be the exclusive property of Opendate.
  5. Feedback. Opendate encourages Organizer to provide suggestions, proposals, ideas, recommendations or other feedback regarding improvements to Opendate’s services and related resources. Opendate shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Software Services or any new programs, upgrades, modifications or enhancements developed by Opendate in connection with rendering the Software Services to Organizer, even when refinements and improvements result from Organizer’s feedback or request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Opendate by virtue of the Agreement or otherwise, Organizer grants to Opendate a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit feedback (including by incorporation of such feedback into the Software Services) without restriction.

Section 7 - Warranties

  1. Opendate represents, warrants and covenants that: (a) it has the full corporate right, power and authority to enter into the Agreement; (b) the execution, delivery and performance of this Agreement by Opendate does not and will not violate any agreement to which it is a Party or by which it is bound; (c) it shall use commercially reasonable efforts to prevent unauthorized access to, and maintain and assure the strict confidentiality of, all Organizer Content; (d) it shall provide the Professional Services in a good and workmanlike, professional manner.
  2. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 7(2) AND IN ANY STATEMENT OF WORK, OPENDATE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ORGANIZER ACKNOWLEDGES AND AGREES THAT ALL OPENDATE TECHNOLOGY AND
    RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 7 AND IN ANY STATEMENT OF WORK, OPENDATE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT OPENDATE SOFTWARE SERVICES OR PROFESSIONAL SERVICES WILL MEET ORGANIZER’S REQUIREMENTS OR EXPECTATIONS, THAT THE OPENDATE SOFTWARE SERVICES OR PROFESSIONAL SERVICES WILL BE ACCURATE, COMPLETE, TIMELY, UNINTERRUPTED OR ERROR-FREE. OPENDATE DOES NOT GUARANTEE THAT ANY SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. OPENDATE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY ORGANIZER’S PROPERTIES, THIRD-PARTY PRODUCTS NOT PROVIDED BY OPENDATE UNDER THIS AGREEMENT, THIRD-PARTY CONTENT NOT PROVIDED BY OPENDATE UNDER THIS AGREEMENT, OR NON- OPENDATE SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM ORGANIZER IN BREACH OF THIS AGREEMENT, FOR THE COLLECTION, USE AND DISCLOSURE OF ORGANIZER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY ORGANIZER BASED UPON OPENDATE SOFTWARE SERVICES OR PROFESSIONAL SERVICES OR OPENDATE’S RELATED SERVICES. THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. ORGANIZER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW. 3. OPENDATE DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ALL THIRD-PARTY PRODUCTS. THE MANUFACTURERS OR DISTRIBUTORS OF THE THIRD-PARTY PRODUCT(S) MAY PROVIDE WARRANTIES OF THEIR PRODUCTS THAT WILL EXTEND TO ORGANIZER, BUT IT IS ORGANIZER’S RESPONSIBILITY TO ACQUIRE AND IMPLEMENT SUCH WARRANTIES.

SECTION 8 - Indemnification.

1. The Organizer agrees to defend, indemnify, and hold harmless Opendate, its affiliates, officers, directors, employees, agents, and representatives (collectively, “Opendate Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, accounting fees, and investigative costs) arising out of or in connection with:

(a) The Organizer’s breach of these Terms of Service, including any incorporated terms, agreements, or policies;

(b) The Organizer’s unauthorized or improper use of the Services;

(c) The Organizer’s violation of any applicable law, regulation, or third-party rights;

(d) Any actions, omissions, or obligations related to Opendate’s collection and remission of taxes on behalf of the Organizer; and

(e) The Organizer’s Opendate Events, including, without limitation, any claims arising from event-related activities or content provided by the Organizer or its attendees (“Consumer Content”).

2. Notice and Cooperation.  Opendate shall use reasonable efforts to notify the Organizer promptly of any claim for which indemnification is sought. The Organizer’s indemnification obligations shall not be waived or reduced due to any delay in providing such notice, except to the extent the delay materially prejudices the Organizer’s ability to defend the claim.

3. Right to Control Defense.  Opendate reserves the exclusive right, at its sole discretion, to assume the defense and resolution of any claim subject to this indemnity. In such circumstances, the Organizer agrees to fully cooperate with Opendate by providing all information, documentation, and assistance reasonably requested to facilitate the defense.

4. No Limitation on Other Remedies.  The rights and remedies provided under this indemnification clause are cumulative and in addition to, and not in substitution for, any other rights or remedies available at law or equity.

SECTION 9 - Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES PAID BY THE ORGANIZER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO: (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; (B) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT; OR (C) BREACHES OF CONFIDENTIALITY OBLIGATIONS,

SECTION 10 – Confidentiality

  1. Non-Disclosure. Each Party agrees not to use, disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other Party to any third party, and further agrees not to use the Confidential Information of the other Party except and only to the extent necessary to perform their respective obligations under the Agreement. Each Party agrees to secure and protect the other Party’s Confidential Information in a manner consistent with the maintenance of such Party’s own confidential and proprietary rights in the information (and in any event reasonable measures) and to take appropriate action by instruction or agreement with its employees, consultants, affiliates or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section.
  2. Exclusions. The obligation to treat information as Confidential Information shall not apply to information which: (a) is publicly available through no action of the receiving Party; (b) was rightfully in the receiving Party’s possession on a non-confidential basis independent of its relationship with the disclosing Party prior to the first disclosure by the disclosing Party to the receiving Party as evidenced by the receiving Party’s then-existing written records; (c) has been or is developed by or become known to the receiving Party without access to any of the disclosing Party’s Confidential Information and outside the scope of any agreement with disclosing Party with the receiving Party having the burden of proof to demonstrate independent creation.

SECTION 11 - Term and Termination

  1. Term. The initial term of this Agreement (“Initial Term”) shall be as specified in the applicable Order Form.  If specified in the Order Form, the Agreement may renew for additional terms (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”), either automatically or upon mutual agreement of the Parties, as set forth in the Order Form. Either Party may provide written notice to the other Party at least sixty (60) days in advance of the end of the then-existing term to indicate that it does not wish to renew the Agreement.
  2. Termination for Cause. In the event that Organizer or Opendate breaches any material provision of the Agreement and fails to cure such breach within fifteen (15) days after written notice thereof (which notice reasonably details the alleged breach), the non-breaching Party may terminate the Agreement immediately by written notice to the other Party. In the event that Organizer or Opendate (i) becomes insolvent; (ii) files a petition in bankruptcy for Chapter 7 relief, or has such a petition filed against it (and fails to lift any stay imposed thereby within sixty (60) days after such stay becomes effective); (iii) has a receiver appointed with respect to all or substantially all of its assets; (iv) makes an assignment for the benefit of creditors; or, (v) ceases to do business in the ordinary course, the other Party may terminate the Agreement immediately by notice in writing. All notices required by this Section shall be in accordance with the notice requirements.
  3. Rights upon Termination. Organizer acknowledges that in the event of a termination or expiration of this Agreement for any reason: (i) the rights granted by Opendate to Organizer will cease immediately; (ii) Opendate does not retain and shall not be responsible for any damage to or loss of Organizer Content or other data; (iii) Organizer shall pay Opendate for all Software Services (including any Professional Services) provided to Organizer up to and including the date of termination; and (iv) Organizer shall not be entitled to any refund of the Fees (or portions thereof) unless set forth on the applicable Order Form or Statement of Work.

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SECTION 12 – CODE OF CONDUCT

When using the Services provided by Opendate, Organizers and their authorized representatives agree to comply with the following Code of Conduct. The Services may not be used to:

1. Access, use, or operate the Services in any manner other than as expressly permitted by this Agreement;

2. Engage in any purpose or activity that is unlawful or prohibited by this Agreement or applicable law, including for unauthorized commercial purposes;

3. Delete, obscure, or modify any copyright, trademark, or proprietary designations, notices, or markings contained within the Services;

4. Reverse-engineer, decompile, disassemble, translate, adapt, modify, reconfigure, update, or create derivative works of the Services, or combine the Services or any part thereof with other programs, code, or materials;

5. Copy, reproduce, display, publish, license, sublicense, rent, lease, sell, distribute, or otherwise exploit the Services or any portion thereof without prior written authorization from Opendate;

6. Use the Services in any manner that infringes upon the intellectual property, privacy, publicity, or other legal rights of third parties, including without limitation patents, copyrights, trade secrets, trademarks, or proprietary rights;

7. Commit fraud, falsify information, or misrepresent any information provided to Opendate or through the Services;

8. Circumvent, disable, or interfere with any technical limitations or security features of the Services;

9. Perform or attempt to perform any action that disrupts the normal functioning of the Services, including actions that prevent other users from accessing or using the Services or that impose an unreasonable or disproportionately large load on Opendate’s infrastructure;

10. Attempt to disable, overburden, impair, or gain unauthorized access to the Services, related servers, or networks;

11. Harvest or collect personal information of other users, including email addresses or   other personal data, without the express consent of those individuals;

12.  Post, upload, transmit, or provide any materials containing viruses, malware, ransomware, adware, worms, Trojan horses, logic bombs, or other harmful or malicious code;

13. Impersonate or attempt to impersonate any person or entity, including by creating a false identity, misrepresenting your affiliation, or otherwise concealing your true identity; or

14. Send, post, or transmit unsolicited messages, spam, chain letters, or junk mail, or collect personal information from third parties without their knowledge or consent.

Section 13. – General Conditions and Disclaimers

We reserve the right to refuse service and/or access to the Services to anyone at any time.

Opendate shall have no liability for interruptions or omissions in Internet, network or hosting services and does not warrant that the Services or the services which make the Services available or electronic communications sent by Opendate will be available and free from viruses or any other harmful elements.

Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk. You are and will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

Occasionally shall not be responsible for any pricing, fee calculation, or transaction errors that may occur within the Services, whether due to system malfunction, user input, or third-party integrations. Organizer acknowledges and accepts sole responsibility for verifying and confirming all pricing and transaction details before publishing or processing sales. Opendate reserves the right to correct any pricing discrepancies or technical errors without liability.

Notwithstanding the above, we undertake no obligation to update, amend or clarify information on the Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Services or on any related website should be taken to indicate that all information in the Services or on any related website has been modified or updated.

SECTION 14 – Miscellaneous

  1. Law, Jurisdiction, and Venue. The Agreement shall be governed and construed according to the laws of the State of Indiana, excluding its conflicts of laws provisions. The Parties agree that the exclusive jurisdiction for any lawsuit related to or arising under the Agreement shall be in the Circuit Court for Hamilton County, Indiana or the United States District Court for the Southern District of Indiana.
  2. Assignment. Organizer may not assign any of its rights or delegate any of its duties under the Agreement without the prior written consent of Opendate. Any attempted assignment or delegation without such consent shall be null and void and of no effect.
  3. Notices. Any notice a Party desires to give the other Party hereunder shall be in writing. All notices shall be given by delivery to the Parties at their physical or email addresses set forth on the Order Form unless such addresses are changed by written notice. Notices shall be deemed delivered upon: (i) actual receipt, if sent by physical delivery; or (ii) successful transmission, if sent by email.
  4. Independent Parties. The Agreement is by and between independent parties. Nothing in the Agreement shall be construed or interpreted to give rise to an agency, partnership, franchise, employment, or joint venture.
  5. Force Majeure. Neither Party shall be liable in damages or have the right to terminate the Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, weather and other Acts of God, government restrictions, acts of terrorism, widespread Internet outage(s), wars, insurrections, strikes, labor disputes, utility failures, pandemics, and/or any other cause beyond the control of the Party whose performance is affected, however, if the duration of the delay caused by such an event shall exceed fifteen (15) days, the Party who was to benefit from the performance of such act shall have the right to terminate the Agreement by giving written notice, in accordance with subsection 3 of this section 13.
  6. General. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements with respect to such subject matter, whether express or implied, written or oral. The Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. The Agreement may not be modified except by written agreement signed duly authorized representatives of both Parties. The Agreement shall not be construed against any Party by reason of its preparation. If one or more of the provisions contained in the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. In this event, the Parties agree to negotiate in good faith to replace the unenforceable provision with a mutually agreeable enforceable provision that preserves the original intent and position of the Parties. Any other provisions that survive by their nature shall survive the expiration or termination of the Agreement for any reason. No term or provision of the Agreement shall be deemed waived, and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. No consent by any Party to, or waiver of, a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach or default.

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SECTION 13 - Dwolla

In order to use the payment functionality of Opendate's application, Organizer is required to create and maintain a "Dwolla Account" provided by Dwolla, Inc. and Organizer must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Organizer’s Dwolla Account are held or transferred by Dwolla's financial institution partners. Individuals must be at least 18 years old to create a Dwolla Account. By using Opendate’s payment functionality, Organizer expressly authorizes Opendate to collect and share with Dwolla the Organizer’s personal information including, but not limited to full name, email address and financial information, and Organizer is responsible for the accuracy and completeness of that data. Organizer understands that it will access and manage its Dwolla Account through Opendate’s application, and Dwolla account notifications will be sent by Opendate, not Dwolla. Opendate will provide customer support for the Organizer’s Dwolla Account activity, and can be reached at    www.opendate.io and/or support@opendate.io.

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SECTION 14 - ARBITRATION AGREEMENT, CLASS ACTION WAVIER, AND WAIVER OF TRAIL BY JURY

PLEASE READ THIS ENTIRE SECTION CAREFULLY. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IT REQUIRES BINDING ARBITRATION OF MOST DISPUTES INSTEAD OF LITIGATION IN COURT AND AFFECTS LEGAL RIGHTS THAT YOU MAY OTHERWISE HAVE. THIS SECTION ALSO INCLUDES A CLASS ACTION AND JURY TRIAL WAIVER.

Agreement to Binding Arbitration

THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY HAVE INSTEAD CHOSEN TO HAVE ALL DISPUTES DECIDED THROUGH INDIVIDUAL ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.

You and we hereby agree and consent that any claim, controversy, or dispute related to or arising out of access to and use of the Services or these Terms of Service (including the breach hereof) or for any promotions offered by Opendate, whether based in contract, tort, statute, or other legal theory (“Disputes”), will be resolved by binding arbitration before a single arbitrator as described below. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this agreement to binding arbitration, including, but not limited to, any claim that all or any part of this arbitration agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under the law or in equity. If you are a California resident, requests for public injunctive relief, if any, shall be decided by a court, not an arbitrator, and that request for public injunctive relief shall be severed from any arbitration proceeding and stayed pending a final determination of the arbitration. Nothing in this arbitration agreement shall be construed as a waiver of either party’s right to seek public injunctive relief, and you and we agree to cooperate to affect the stay of any requests for public injunctive relief. Arbitration proceedings must be initiated within one (1) year after any Dispute arises; otherwise, the Dispute is permanently barred. Any and all actions taken under this arbitration agreement are confidential and must not be disclosed to any third party. Any arbitral award will be final and binding and may be enforced by any court of competent jurisdiction. This arbitration agreement applies to you and Opendate and its affiliates and related entities. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules, which are available at https://www.adr.org/Rules. All AAA arbitration proceedings will be held virtually or in a location reasonably convenient to both parties, consistent with the AAA’s Consumer Arbitration Rules. Notwithstanding the foregoing, in the event of any actual, alleged, or threatened violation of confidentiality or violation of Opendate’s intellectual property or other proprietary rights, or where appropriate to stop or prevent an imminent breach of these Terms of Service, you and we may immediately resort to court proceedings in a court of competent jurisdiction in order to seek immediate injunctive relief without posting bond, proving damages, or meeting any similar requirement. Additionally, you hereby agree that monetary damages will not provide sufficient or adequate remedy to Opendate for breaches of these Terms of Service and that damages and harm caused by any such breach may lead to impaired and damaged good will, lost sales and increased expenses that are difficult if not impossible to calculate. Therefore, you consent to injunctive or other equitable relief for any breach of these Terms of Service. Any institution of any action for injunctive relief will not constitute a waiver of the right or obligation of the claiming party to submit any claim seeking relief other than injunctive relief to arbitration.

Class Action and Class Arbitration Waiver. You and we further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration agreement set forth in this section shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception – Small Claims Court. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

30-Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in this section by sending written notice of your decision to opt out to the following: support@opendate.com. Notice must be sent within thirty (30) days of your use of the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms set forth in this section. If you opt out of these arbitration provisions, we also will not be bound by them.

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