1. Definitions
“EVF”, “we”, or “us” means EasyVirtualFair, LLC, a Pennsylvania limited liability company with offices at 230 Sugartown Rd, #100, Wayne, PA 19087.
“Customer”, “you”, or “your” means the organization or individual that purchases a Platform License or Event License from EVF by paying an Order or Invoice.
“Platform” means the EasyVirtualFair virtual events and recruitment software platform, including any associated websites, dashboards, APIs, documentation, and related services made available by EVF.
“Order” or “Invoice” means any quote, order form, invoice, payment link, or other written document issued by EVF that describes the license, services, term, and fees applicable to Customer’s purchase.
“Event License” means a one-time license to operate a defined virtual event on the Platform, as specified in the applicable Order.
“Platform Subscription” means a recurring (typically annual) license to use the Platform for an unlimited or specified number of events during the Subscription Term, as specified in the applicable Order.
“Customer Data” means any data, content, or information uploaded to, processed by, or generated within the Platform on Customer’s behalf, including attendee registration data, exhibitor data, chat transcripts, and analytics.
“Authorized Users” means Customer’s employees, contractors, exhibitors, sponsors, attendees, and other persons whom Customer authorizes to access the Platform in connection with a licensed event or subscription.
2. Acceptance and Effective Date
2.1 Payment Constitutes Acceptance.
By paying an Order or Invoice issued by EVF (whether by credit card, bank transfer, ACH, or any other payment method), Customer accepts and agrees to be legally bound by this Agreement in its entirety, as in effect on the date payment is received by EVF. No signature is required. Payment is conclusive evidence of acceptance.
2.2 Effective Date.
This Agreement becomes effective on the date EVF receives Customer’s payment in full of the first Invoice (the “Effective Date”).
2.3 Authority.
The person submitting payment represents that they have the authority to bind the Customer entity to this Agreement. Customer further represents that all information provided to EVF in connection with the Order is accurate and complete.
2.4 Version Snapshot.
The version of this Agreement displayed at easyvirtualfair.com/legal/platform-license-agreement on the Effective Date governs Customer’s initial purchase. EVF maintains dated snapshots of prior versions and will provide a copy upon request.
3. License Grant and Scope
3.1 License.
Subject to Customer’s timely payment of all fees and compliance with this Agreement, EVF grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Term for the events and purposes described in the applicable Order.
3.2 Event License vs. Platform Subscription.
Each Order will specify whether Customer is purchasing (a) an Event License for a single defined event, or (b) a Platform Subscription for a recurring term during which Customer may operate one or more events as described in the Order. The scope, duration, and limits of each license are set by the applicable Order.
3.3 Authorized Users.
Customer may permit Authorized Users to access the Platform solely in connection with the licensed event(s). Customer is responsible for all acts and omissions of its Authorized Users as if they were its own.
3.4 Restrictions.
Customer shall not, and shall not permit any third party to: (a) copy, modify, reverse engineer, decompile, or create derivative works of the Platform; (b) resell, sublicense, lease, or otherwise commercially exploit the Platform to or for the benefit of any third party except as expressly authorized in the Order; (c) use the Platform to send spam, distribute malware, or engage in any unlawful activity; (d) interfere with or disrupt the integrity or performance of the Platform; (e) attempt to gain unauthorized access to the Platform or its underlying systems; or (f) use the Platform to develop a competing product or service.
3.5 Technical Requirements.
Customer is responsible for ensuring its Authorized Users meet the technical requirements published by EVF (browser, bandwidth, etc.) at easyvirtualfair.com. EVF is not liable for performance issues caused by Customer’s or its Authorized Users’ equipment, network, or third-party services.
4. Fees, Payment, and Taxes
4.1 Fees.
Customer shall pay the fees specified in each Order. Unless the Order states otherwise, all fees are due in full upon issuance of the Invoice and are non-refundable except as expressly stated in this Agreement.
4.2 Payment Method.
Payments are processed through EVF’s designated payment processor (currently Stripe). Customer authorizes EVF and its payment processor to charge the payment method on file for all fees due under each Order, including any auto-renewal Subscription fees.
4.3 Late Payment.
Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. EVF may suspend access to the Platform for any account more than ten (10) days past due, without liability, until all outstanding amounts are paid in full.
4.4 Taxes.
Fees are exclusive of all taxes, levies, and duties imposed by any taxing authority. Customer is responsible for paying all such taxes (other than taxes on EVF’s net income).
4.5 Price Changes.
EVF may modify Subscription fees effective at the start of any renewal term by providing at least thirty (30) days’ prior written notice. If Customer does not agree to the new fees, Customer may decline renewal by notifying EVF in writing before the renewal date.
4.6 Separate Purchase.
The fees governed by this Agreement are separate and independent from any fees for individual booth, stand, or sponsorship purchases made by third parties (such as exhibitors or sponsors) on Customer’s event microsites. Those third-party purchases are governed by their own terms.
5. Term, Renewal, and Termination
5.1 Term.
This Agreement starts on the Effective Date and continues for the term specified in the Order. Event Licenses terminate automatically upon completion of the event and the end of any associated reporting window stated in the Order (typically 30 days post-event). Platform Subscriptions automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
5.2 Termination for Cause.
Either party may terminate this Agreement upon written notice if the other party (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice, or (b) becomes insolvent, files for bankruptcy, or makes a general assignment for the benefit of creditors. EVF may terminate immediately for any violation of Section 3.4 (Restrictions) that EVF reasonably determines poses a security or compliance risk.
5.3 Effect of Termination.
Upon termination or expiration: (a) Customer’s right to access the Platform ends immediately; (b) Customer remains liable for all fees accrued before the termination date; (c) for a period of thirty (30) days after termination, Customer may export its Customer Data through the standard export tools provided in the Platform; (d) after that 30-day period, EVF may delete Customer Data, subject to any backup retention or legal hold obligations.
5.4 Survival.
Sections 4 (Fees), 6 (Customer Data), 7 (Confidentiality), 8 (IP), 9 (Warranties and Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), and 12 (General) survive termination.
6. Customer Data and Privacy
6.1 Ownership.
Customer retains all rights, title, and interest in and to Customer Data. Customer grants EVF a non-exclusive, worldwide, royalty-free license to access, host, process, transmit, display, and back up Customer Data solely as needed to provide the Platform and related services and to comply with applicable law.
6.2 Aggregated and De-identified Data.
EVF may use aggregated and de-identified data derived from Customer’s use of the Platform (data that does not identify Customer or any individual) for product improvement, benchmarking, analytics, and other lawful business purposes, including after termination.
6.3 No Training of Generative AI on Identifiable Customer Data.
EVF will not use Customer Data that identifies Customer or any individual to train generative AI or machine-learning models that produce outputs accessible to third parties, except with Customer’s prior written consent. EVF may use aggregated and de-identified data for such purposes as described in Section 6.2.
6.4 Security.
EVF will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure. Details of EVF’s security program are available on request.
6.5 US Privacy Laws.
The Platform is operated from the United States and is intended for customers located in the United States. EVF’s privacy practices comply with applicable U.S. federal and state privacy laws, including the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA) and comparable laws in Virginia, Colorado, Connecticut, Utah, and Texas, as applicable. EVF makes no representation regarding compliance with the EU/UK General Data Protection Regulation (GDPR), the Canadian PIPEDA, or any other non-U.S. data-protection law. Customers who require coverage under non-U.S. privacy frameworks must execute a separate signed master agreement with EVF that expressly addresses those requirements.
6.6 Privacy Policy.
EVF’s collection and use of personal information in connection with the Platform is further described in the EVF Privacy Policy available at easyvirtualfair.com/legal/privacy-policy.
7. Confidentiality
7.1 Definition.
“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. The Platform’s non-public features, pricing, and technical information are EVF’s Confidential Information.
7.2 Obligations.
Recipient shall (a) use Confidential Information only as necessary to perform under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care); and (c) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and affiliates who have a need to know and are bound by confidentiality obligations at least as protective as this Section.
7.3 Exclusions.
Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Discloser’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided Recipient gives Discloser prompt notice (where legally permitted) and reasonable cooperation to seek a protective order.
8. Intellectual Property
8.1 EVF IP.
EVF and its licensors retain all rights, title, and interest in and to the Platform, including all underlying software, user interfaces, designs, templates, documentation, trademarks, and any improvements, derivatives, or modifications, regardless of who develops them. No rights are granted to Customer except those expressly stated in this Agreement.
8.2 Feedback.
If Customer provides EVF with any suggestions, comments, or other feedback regarding the Platform (“Feedback”), Customer grants EVF a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and incorporate the Feedback into the Platform and EVF’s other products and services, without any obligation to Customer.
8.3 Customer Marks.
Customer grants EVF a non-exclusive, royalty-free license to use Customer’s name, logo, and trademarks solely to (a) host, configure, and operate the Platform for Customer, and (b) identify Customer as an EVF customer on EVF’s website and marketing materials, subject to Customer’s reasonable trademark guidelines. Customer may revoke the marketing right in clause (b) at any time on written notice.
9. Service Levels, Warranties, and Disclaimers
9.1 Service Level.
EVF will use commercially reasonable efforts to make the Platform available with at least 99.5% uptime per calendar month during scheduled event days, measured at the Platform’s edge. Customer’s sole and exclusive remedy for any failure to meet this service level is a service credit equal to a pro-rata refund of the affected period’s fees, requested in writing within thirty (30) days of the incident.
9.2 Excluded Downtime.
The service level in Section 9.1 excludes downtime caused by: (a) scheduled maintenance announced at least twenty-four (24) hours in advance; (b) emergency maintenance to address security or stability issues; (c) failures of third-party services, cloud providers, or telecommunications infrastructure outside EVF’s reasonable control; (d) Force Majeure events; (e) Customer’s or its Authorized Users’ misuse of the Platform; or (f) acts or omissions of Customer or third parties under Customer’s control.
9.3 Limited Warranty.
EVF warrants that the Platform will perform materially in accordance with EVF’s then-current published documentation. Customer’s sole remedy for breach of this warranty is EVF’s correction of the non-conforming functionality or, if EVF determines correction is not commercially feasible, termination of the affected Order and a pro-rata refund of prepaid fees for the unused portion of the term.
9.4 Disclaimer.
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.3, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” EVF DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. EVF DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED.
10. Indemnification
10.1 By EVF.
EVF will defend Customer against any third-party claim alleging that the Platform, as provided by EVF and used in accordance with this Agreement, infringes any U.S. patent issued as of the Effective Date or any third-party copyright, trademark, or trade secret, and will pay any damages and reasonable attorneys’ fees finally awarded against Customer by a court of competent jurisdiction or agreed in settlement signed by EVF. EVF’s obligations do not apply to claims arising from (a) Customer Data; (b) modifications to the Platform not made by EVF; (c) use of the Platform in combination with anything not provided by EVF where the claim would not have arisen but for such combination; or (d) Customer’s use of the Platform after EVF notified Customer to discontinue use due to an infringement claim.
10.2 By Customer.
Customer will defend EVF and its officers, directors, employees, and agents against any third-party claim arising from (a) Customer Data, (b) Customer’s or any Authorized User’s use of the Platform in violation of this Agreement or applicable law, or (c) any event hosted by Customer on the Platform, and will pay any damages and reasonable attorneys’ fees finally awarded against EVF by a court of competent jurisdiction or agreed in settlement signed by Customer.
10.3 Process.
The indemnified party shall (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim that imposes any obligation or liability on the indemnified party without that party’s prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense.
10.4 Exclusive Remedy.
This Section 10 states the entire liability of, and the indemnified party’s exclusive remedy against, the indemnifying party for any third-party claims of the type described in this Section.
11. Limitation of Liability
11.1 Exclusion of Indirect Damages.
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EITHER PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY), OR CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Aggregate Cap.
EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4 AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO EVF UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Basis of Bargain.
The parties acknowledge that the limitations in this Section 11 are a fundamental basis of the bargain between them and that the fees would be substantially higher without them. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.
12. General
12.1 Governing Law.
This Agreement is governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Philadelphia County, Pennsylvania for any dispute arising out of or relating to this Agreement, and Customer expressly consents to such jurisdiction regardless of Customer’s country of incorporation, residence, or principal place of business. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
12.2 Export Compliance.
Customer shall comply with all applicable U.S. export control and economic sanctions laws and regulations. Customer represents that it is not located in, and will not provide access to the Platform to any person located in, any country or territory subject to comprehensive U.S. sanctions, and that it is not on any U.S. government list of prohibited or restricted parties.
12.3 Force Majeure.
Neither party will be liable for any failure or delay in performance (except for payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, labor disputes, internet or telecommunications failures, or failures of third-party services or cloud providers.
12.4 Publicity.
Customer grants EVF a royalty-free, non-exclusive license to use Customer’s name and logo on EVF’s website and marketing materials to identify Customer as an EVF customer. Customer may revoke this license at any time on written notice, in which case EVF shall remove the name and logo from forward-facing materials within a reasonable period.
12.5 Assignment.
Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign without consent in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.
12.6 Notices.
Notices to EVF must be sent to legal@easyvirtualfair.com with a copy by overnight courier to 230 Sugartown Rd, #100, Wayne, PA 19087. Notices to Customer may be sent to the email address on file in Customer’s account or on the most recent Order. Notices by email are deemed given on the date sent if no bounce-back is received within twenty-four (24) hours.
12.7 Modifications.
EVF may modify this Agreement from time to time by posting an updated version at easyvirtualfair.com/legal/platform-license-agreement. Any material modification will be communicated by email or in-Platform notice at least thirty (30) days before taking effect for existing Customers. Customer’s continued use of the Platform, or payment of any renewal Invoice, after the effective date of an updated version constitutes acceptance of the updated version. The version of this Agreement in effect on the Effective Date governs Customer’s initial purchase; renewals and new Orders are governed by the version in effect at the time of payment.
12.8 Independent Contractors.
The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, franchise, or agency relationship.
12.9 Severability and Waiver.
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. A waiver of any breach is not a waiver of any subsequent breach.
12.10 Entire Agreement.
This Agreement, together with all Orders and Invoices issued by EVF and accepted by Customer through payment, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications, proposals, and agreements, whether written or oral. In the event of a conflict between this Agreement and an Order, the Order controls only for the items expressly addressed in that Order. If Customer and EVF have executed a separate signed master services agreement that expressly references the Platform, that signed agreement controls over this Agreement for that Customer.
12.11 Headings.
Headings are for convenience only and do not affect interpretation.