Eventpedia Mobile App License Agreement

EVENTPEDIA SOFTWARE LICENSE AND SERVICES

 

Eventpedia, a Mobile Event App and the web-based backend portal, Mobile Content Manager (MCM), developed by Contractor, is designed to power the contents of events, conferences and gatherings in a mobile application (hereinafter “App”), which may be configured by Client and made available for download for use by attendees. Contractor shall provide the services and non-exclusive Eventpedia software licenses to Client in accordance with the terms and conditions stated in Attachment A to this Agreement.

 

GRANT, OWNERSHIP, AND LICENSE

 

Contractor grants the user license of Eventpedia to Client for the terms of this Agreement. Eventpedia shall at all times remain the sole and exclusive property of Contractor. Contractor shall own all rights, title and interest in and to any modifications and derivations of Eventpedia made by Contractor or on behalf of Client. Client acknowledges that Contractor owns all right, title, and interest in: (A) Eventpedia; (B) any other proprietary code; and (C) all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names related to Contractor’s mobile platform. Contractor will not provide Client with source code so that Client can create modifications to Eventpedia. Client shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Eventpedia. Contractor continues to own all copyright and other intellectual property rights in the App. Client must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with Eventpedia. Client shall not use the mobile app or any component of Eventpedia in any resale capacity. While Contractor maintains ownership of Eventpedia, Client data in the App shall remain the exclusive property of Client.  Contractor will not sell or transfer the App to third parties without Client’s prior written consent.

 

 

TERM AND TERMINATION

 

This Agreement is for the term, and may be terminated at the option of either party, if the other party:

 

            (a)   Is in breach of any material provision of this Agreement and fails to cure such breach within                           thirty (30) days following receipt of written notice specifying the breach;

            (b)   Admits in writing that it is unable to pay its debts as they become due;

            (c)   Applies for or agrees to the appointment of a receiver or trustee in liquidation of such party or                     any of its properties or makes a general assignment for the benefit of its creditors, or files a                           voluntary petition in bankruptcy or a petition seeking reorganization or an arrangement with                         creditors under any bankruptcy law, or is a party against whom a petition under any bankruptcy                     law is filed and such party admits the material allegations in such petition filed against it;

            (d)   Is adjudicated a bankrupt under any bankruptcy law; or

            (e)   Dissolves or ceases to conduct business.

 

This Agreement also may be terminated by Client at any time by giving written notice to Contractor.  Under such situation, Client agrees to pay the full amount of this Agreement, unless mutually agreed otherwise by both Parties.

 

CONFIDENTIALITY OF DATA & PRIVACY

 

CLIENT’S DATA

 

Contractor recognizes and acknowledges that this Agreement creates a confidential relationship between Contractor and Client. Any and all data concerning Client’s business affairs, customers, vendors, members, exhibitors, attendees, finances, properties, methods of operation, data, computer programs and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such data concerning Client is hereinafter collectively referred to as “Confidential Information.” Contractor will not examine any of Client’s Confidential Information except at Client’s request and only for the purposes of providing Client with technical support. Contractor will not use Client’s Confidential Information for Contractor’s benefit or the benefit of a third party, or for any reason other than providing services. Contractor agrees that, except as directed by Client in writing, Contractor will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement Contractor will turn over to Client all documents, papers and other matter in its possession or control that relate to Client. Information related to the use of the App by Client’s customers and others (usage statistics) will remain the property of Contractor for its own use.

 

 

SENSITIVE PERSONAL IDENTIFYING INFORMATION

 

App content is supplied by Client and Client shall be solely responsible for any such content. Contractor shall bear no risk or liability for any possible sensitive personal identifying information supplied by Client.

 

INDEPENDENT CONTRACTOR

 

Contractor acknowledges that the services rendered under this Agreement shall be on a non-exclusive basis and solely as an independent contractor. Contractor shall not enter into any contract or commitment on behalf of Client. Contractor further acknowledges that it is not considered an affiliate or subsidiary of Client and is not entitled to any Client employment rights or benefits.  It is expressly understood that this undertaking is not a joint venture or partnership.  Contractor shall be responsible for all taxes on compensation paid under this Agreement.

 

CONFLICT OF INTEREST POLICY

 

Contractor may not engage in any business activity or representation of a client which could: (A) prevent or interfere with a contractor’s faithful performance of contractor’s duties owed to Client; (B) adversely affect the interests or reputation of Client; or (C) advance the interests of a client to the detriment of Client. Any such business activity or representation shall be disclosed by Contractor in advance to Client which may then take appropriate action to resolve the issue.

 

FORCE MAJEURE

 

No Party shall be liable for any loss or damage or be deemed to be in breach of this Agreement to the extent that the performance of such Party’s obligations or attempts to cure any breach under this Agreement are delayed or prevented as a result of any event or circumstance beyond its reasonable control, including but not limited to, war, invasion, act of foreign enemy, hostilities, act of terrorism, civil war or rebellion (whether war be declared or not), strike, lockout, or other industrial dispute, or act of God.

 

WARRANTIES BY CONTRACTOR

 

Contractor represents and warrants to Client that Contractor has the experience and ability to perform the services required by this Agreement; that Contractor will perform said services in a professional, competent and timely manner; that Contractor has the power to enter into and perform this Agreement; and that performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state or municipal laws.

 

 

MISCELLANEOUS

 

This Agreement and Attachment A hereto contain the entire understanding of the Parties and supersedes any prior understandings or agreements, written or oral, between the Parties.  This Agreement may not be assigned or amended without the specific written consent of both Parties.  Contractor reserves the right to use Client’s app for the purpose of advertising, sales promotion, and publicity, unless Client denies this in writing.

 

GOVERNING LAW

 

This agreement shall be governed under the laws of the Commonwealth of Virginia without regard to conflicts of law principles of the jurisdiction. The Parties agree to consent to state and federal jurisdiction in the courts of the Commonwealth of Virginia.

AGREEMENT RENEWAL AND CANCELLATION

 

  • Automatic Renewals

    • ​If Client does not wish to renew, Client must provide Contractor 30 days’ written notice before the expiration of this Agreement. If Contractor does not receive advanced written notice by Client regarding Agreement cancellation, then this Agreement will automatically renew.

    • This Agreement will be automatically renewed after the initial Term date – as stated in the Agreement Details above – for another term equivalent in length to initial Term, with subsequently corresponding Agreement Details and Payments.

  • Agreement Cancellation

    • There is no cancellation fee if Client wishes to terminate this Agreement before the Term is complete; however, Client will not be refunded any of the previous payments that have been rendered.

  • Escalation Fees

    • If not specifically stated in the agreement, Contractor reserves the right to increase the price of software licenses and services by five percent (5%) each year based on market rates and the terms offered at the time of renewal for this Agreement.

    • If this Agreement has an initial Term of multiple years, the price will remain fixed and will not increase for the duration of the initial Term of this Agreement. Upon each automatic renewal of this Agreement after the initial Term, Escalation Fees may apply.

  • Termination Clause

    • This Agreement is executed to be completed to its full term; however, Contractor reserves the right to discontinue renewals. If Contractor should have to discontinue Client’s automatic renewals due to unforeseen events, Contractor must provide Client six (6) months’ written notice before the expiration of this Agreement.

 

PROJECT TIMELINE

 

In order to better serve the Client, Client shall inform Contractor at least sixty (60) days before the expected app launch date to ensure the timely delivery. Contractor will create and share a Project Timeline with Client. Once the Project Timeline is mutually agreed upon, Client needs to sign the document and return to Contractor. Contractor will not allocate resources until the signed copy of the Project Timeline is received from Client. During the implementation stage, if a delivery is delayed as a result of any action or inaction of Client, Contractor is not responsible for such delay and may invoice Client for the product as of the scheduled delivery date.

 

PROJECT MANAGEMENT

 

In order to implement all events with more efficiency and better communication, Client agrees to designate a single Point of Contact (POC) to lead the implementation effort for the entire contracted term. The aforementioned POC will represent Client in all correspondence with Contractor.

 

DATA MANAGEMENT

 

  • Client will use the Eventpedia Data Template provided by Contractor for data import. Client is responsible for validating the Eventpedia Data Template and uploading the data sheet to Contractor’s user portal, Mobile Content Manager (MCM), unless the Parties otherwise agree.

  • Contractor will provide Client all graphic requirements with detailed dimensions and resolutions.

  • Client is responsible for all graphic uploads by using MCM.

    • Required graphics: App icon, app launch image, feature and promo graphics, company banner, event banner, and event logo must be uploaded to MCM by the due date based on the signed Project Timeline.

    • Optional graphics: Speaker, sponsor, exhibitor, and attendee images, if applicable.

  • No Association Management System (AMS) or 3rd party integration will be implemented for data pull, unless otherwise specified in Section I. Agreement Details.

 

SERVICE AND SUPPORT

 

  • Contractor will provide initial submission of Client’s app to the App Store and Google Play. If resubmission is necessary as a result of Contractor, it will be done at no additional cost.

  • Contractor will provide a web app link.

  • Contractor will provide MCM training materials.

  • Contractor will provide two (2) hours of project implementation support for cases related to Client’s requests.

  • Contractor will provide email support during the hours of 9 AM to 5 PM Eastern U.S. Time, Monday through Friday, excluding Federal holidays.

  • Client will submit issues and questions through email only.

 

ADDITIONAL PAID SERVICES

 

If any additional service is needed, Client may engage Contractor with following options:

 

  • Data Upload: Client has the ability to upload data template through MCM’s Data Uploader. Should Client want Contractor to upload the data template, the process fee is $200 per upload.

  • Private App Testing Environment: Client may have their app uploaded to the Eventpedia Test Store prior to submission to the App Store and Google Play. Access to test app will require Client to provide Contractor with the UDID of their testing devices. This Eventpedia Test Store has a setup fee of $250. In lieu of the Eventpedia Test Store Client, at no additional cost, may use the Preview and Publish option in MCM.

  • Additional Submissions: Beyond the included initial submission or necessary resubmissions as a result of Contractor, by email Client may request additional submissions of Client’s app for a fee of $250 for each submission; however, Contractor cannot guarantee the availability of Client’s app on the App Store or Google Play.

  • Additional Support: Beyond the included two (2) hours of support, by email Client may request additional support during Contractor’s business hours at an hourly rate of $50. If needed and the Parties agree, telephone support may be given at a mutually agreed upon time. If support is needed outside of Contractor’s business hours, special arrangements must be made between Client and Contractor at a different hourly rate.

  • Customization: Contractor will charge an hourly rate of $125 for any custom coding outside of baseline features as requested by Client.

  • Express Service Package: Clients may request expedited services resulting in a one-week turnaround for a fee starting at $500. Contractor will evaluate the amount of data and propose a quote of the Package Rate. Contractor will put in their best effort but cannot guarantee delivery of content before submission deadline.

 

MOBILE APP PACKAGE AVAILABILITY

 

Client will have full access to Contractor’s mobile app, MCM, and Download App via Text Message if included in Agreement. Three (3) months after the end of Agreement, Contractor will remove the mobile app from the App Store and Google Play, the web app link will be disabled, and fifteen (15) days after the end of Agreement the assigned Download App via Text Message keyword will expire, unless the Parties otherwise agree.

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