Last updated 12 July 2022
1. Accepting These Terms
1.1 What’s What
ATIV’s products, features and offerings are available online and through mobile applications, webpages, application programming interfaces and subdomains. These are collectively referred to as our “Services.” These Terms apply to any Site(s) on which they are posted. The material, including, without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds, and other content contained in or delivered via the Services or otherwise made available by ATIV in connection with the Services is the “Site Content” (or “Content”). Any material including the foregoing categories that you contribute, provide, post or make available using the Services is “Your Content.”
1.2 Who’s Who
When these terms use the term “Organizer” it is meant to refer to event creators using the Services to create events displayed on the Services for consumers using ATIV Services (a) to consume information about or attend Events (“Consumers”), or (b) for any other reason. Organizers, Consumers, and third parties using our Services are all referred to in these terms collectively as “Users,” you” or “your.”
When these terms use the term “ATIV,” “we,” “us,” or “our,” that refers to ATIV Solutions, LLC (dba as “ATIV Software”) and its affiliates.
2. ATIV’s Services and Role
2.1 What We Do
ATIV’s Services provide comprehensive means for Organizers to create a central hub for Consumers to access their event, create speaker profiles that link out to gather speaker materials, and build custom views of web pages related to their events, promote those pages and events to visitors or browsers on the Services or elsewhere online to Consumers or other Users. Descriptions of other and more specific services can generally be found on the ativsoftware.com website.
2.2 How We Fit In
ATIV is not the creator, organizer or owner of the events listed on the Services. Rather, ATIV provides its Services, which allow Organizers promote their events and Consumers to attend their events. The Organizer is solely responsible for ensuring that any page displaying an event on the Services (and the event itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described on the event page are delivered as described and in an accurate satisfactory manner.
3. Privacy and Consumer Information
3.1 Personal Information
3.2 Organizer Responsibilities
If you are an Organizer, you represent, warrant and agree that (a) you will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from (or receive about) consumers, and (b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) Consumers.
4. Term: Termination
These Terms apply to you as soon as you access the Services by any means and continue in effect until they are terminated. There may come a time where either you or ATIV decides it’s best to part ways as described in Sections 4.1-4.3 below. When that happens, these Terms will generally no longer apply. However, as described in Section 4.4, certain provisions will always remain applicable to both you and ATIV.
4.1 Our Rights to Terminate Access
ATIV reserves the right in its sole discretion, but is not obligated, to permanently or temporarily terminate or suspend any Organizer account for any reason, or for no reason, without any notice and liability. ATIV also reserves the right to remove any user-generated content ATIV believes to violate these Terms. ATIV retains the right to bring legal action to enjoin violations and/or to collect damages, if any, caused by violations.
4.2 Inactive Organizer Accounts Policy
ATIV reserves the right to terminate unpaid Organizer accounts that are inactive for a continuous period of 90 days. In the event of such termination, all data associated with such a Organizer account will be deleted. ATIV will provide you prior notice of such termination. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your Organizer account in another Service active. In case of accounts with more than one Organizer, if at least one of the Organizers is active, the account will not be considered inactive.
4.3 How to Terminate Your Access
Except to the extent you have agreed otherwise in a separate written agreement between you and ATIV, you may terminate your access to the Services and the general applicability of Terms by deleting your account. If you wish to terminate your account (i) remove all related app, software, and related Services from your devices and (ii) contact customer service at firstname.lastname@example.org.
If you are a Consumer using the Services without a registered account, your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and ATIV governing your use of the Services and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Services after such termination or expiration.
4.4 Surviving Terms
All provisions of these Terms that by their nature should survive termination of these Terms will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
5. Export Controls and Restricted Countries
As a company based in the USA, ATIV complies with certain export controls and economic sanctions laws.
- All Users, regardless of your or the event’s location should familiarize yourself with the active sanctions programs which can be found on the US Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country-information). In accepting these Terms you represent and warrant that you are in compliance with any active sanctions; and
- you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity
- that appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; the U.S. Department of State’s Terrorist Exclusion List; the Bureau of Industry and Security’s Denied Persons, Entity or Unverified List; the Consolidated List of Targets published by the U.K. HM Treasury; the Consolidated List published by the A.U. Department of Foreign Affairs and Trade;
- that is subject to sanctions in any other country; or
- that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.
6. Release and Indemnification
This is where you agree to cover ATIV if you use the Service in a way that causes ATIV to be the subject of a legal matter, or to face other claims or expenses, or as otherwise set forth herein, to the extent permitted by applicable laws.
You hereby agree to release ATIV from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.”
You agree to defend, indemnify, and hold ATIV including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Services, including:
- your breach of these Terms (including any terms or agreements or policies incorporated into these Terms);
- your use of any Services in violation of these Terms or other policies ATIV posts or makes available;
- your violation of any law or the rights of a third party as a result of your own interaction with such third party;
- any other activities in connection with our website and mobile application. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
7. Disclaimer of Warranties and Assumption of Risks by You
All files and data of Services are either accessible publicly or password protected. ATIV cannot guarantee that unauthorized third-parties will not be able to defeat any security measures implemented to protect the Content. If you believe your files and data have been compromised, please notify us immediately. You will not hold ATIV liable for any damages or lost profits of any kind from any security breach.
ATIV provides services on an “as is” basis and makes no warranties, express, implied, statutory, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, quality, performance, accuracy, results of use, reliability, title, non-infringement of third party rights, and any warranty arising out of course of dealing or usage of trade. In no event will ATIV be liable for any indirect, incidental, consequential, punitive, or special damages. the entire risk arising out of use or performance of services remains with you.
ATIV does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained in services.
ATIV does not warrant or assume responsibility in respect to uninterrupted, error-free, virus-free, worm-free, or security with use of services.
You acknowledge that ATIV has no control over and does not guarantee the quality, safety, accuracy or legality of any event or Content associated with an event, the truth or accuracy of any information provided by Users (including the Consumer’s personal information shared with Organizers in connection with events) or the ability of any User to perform or actually complete a transaction. ATIV has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that ATIV requires to provide the Services, that an Organizer chooses to assist with an event, or that you choose to contract with when using the Services.
To the extent that another party may have access to or view content on your account or through your device, you are solely responsible for informing such party of all disclaimers and warnings in this agreement. To the extent any disclaimer or limitation of liability does not apply, to the fullest extent permitted by law, all applicable express, implied, and statutory warranties will be limited in duration to a period of 30 days after the date on which user first used the services, and no warranties shall apply after such period.
8. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall ATIV be liable for
- any special, incidental, indirect, direct, exemplary, punitive, compensatory, and consequential damages (including loss of use, data, business or profits) arising in connection with this agreement, whether such liability arises from contract, warranty, tort (including negligence), strict liability, or otherwise and applies whether or not ATIV has advised the possibility of loss or damage; or
- Your Content. ATIV shall have no liability with respect to the content of the services or any part thereof, including but not limited to errors or omissions, libel, infringements of rights of publicity, privacy, trademark, business interruption, personal injury, loss of privacy, moral rights, or the disclosure of personal information. in no event shall ATIV be liable for damages greater than $100.00 USD
Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
9. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
9.1 Contact Us First
If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
9.2 Agreement to Arbitrate
In the unlikely event that our customer support team is unable to resolve your concerns, the parties (you and ATIV) each hereby agree to resolve any and all disputes or claims under these Terms, with respect to the Services, or related to our relationship through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction, and only on an individual basis. In no event may either ATIV or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this Section including, without limitation, regarding the scope, enforceability and arbitrability of these Terms. This arbitration provision will survive termination of these Terms. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 9 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 9.8 below.
9.3 Scope of Agreement
This agreement to arbitrate is intended to be broadly interpreted as to legal disputes between you and us. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services.
9.5 No Class Actions
YOU AND ATIV AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
9.6 Notice of Dispute
A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to ATIV must be addressed to the following address (“Notice Address”) and must be sent by certified mail: ATIV Solutions LLC, Attn: Legal Department, 340 S Lemon Ave #4605, Walnut CA 91789, USA. Notice to you will be addressed to a mailing, business or payment address currently on record with ATIV and must be sent by certified mail. If ATIV has no records of such physical address, such notice may be delivered to your ATIV account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If ATIV and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or ATIV may commence an arbitration proceeding.
9.7 Arbitration Proceedings
The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Section 9, and will be administered by the AAA and settled by a single arbitrator. (The AAA Rules are also available by calling the AAA at 1-800-778-7879.) All issues in dispute between the parties are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 9.
9.8 Location of Arbitration Proceedings
If you are a Consumer, any arbitration hearings will take place (at your option) either in the county of your residence or by phone, except that is you are a Consumer whose residence is outside of the United States, the hearing will take place either in San Francisco, California or by phone or videoconference, at your option and as permitted by the AAA Rules. If you are a business (i.e., your use of the Services were for commercial use), then unless ATIV and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA will determine the location. If your claim is for ten thousand dollars ($10,000) or less, ATIV agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.
9.9 Costs of Arbitration; Legal Fees
9.9.1 Payment of Costs and Expenses
Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against ATIV and the value of the relief sought is ten thousand dollars ($10,000) or less, then ATIV will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). Further, if the circumstances in the preceding sentence apply and your claim arises from your use of the Services as a Consumer, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then ATIV will pay the amount of any such costs and expenses. In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse ATIV for all such cost and expenses that ATIV paid and that you would have been obligated to pay under the AAA rules.
9.9.2 Payment of Legal Fees
Just as in any court proceeding, each party will initially bear its own attorneys’ fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party’s request, the arbitrator will award such prevailing party the reasonable attorneys’ fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Services (rather than business use) ATIV will not seek to recover its attorneys’ fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
9.10 Special Severability
In the event that any provisions of this Section 9 are found to be invalid or unenforceable for any dispute or claim, then, the entirety of this Section 9 will be null and void with respect to such dispute or claim and Section 23 will apply in lieu of this Section 9.
9.11 Opt Out
You have the right to opt out and not be bound by the arbitration or class action waiver provisions set forth above by sending (from the email address we associate with you as a User) written notice of your decision to opt-out to email@example.com with the subject line “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Services or your agreement to these Terms (whichever is later); otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. Note that if you opt out of these arbitration provisions, ATIV also will not be bound by them.
10. License to Use ATIV Services
10.1 License to Services
ATIV grants a limited, non-exclusive, non-transferable, and revocable license to use our Services. Your use of the Services must be in compliance with these Terms and in compliance with all applicable local, state, provincial, national and other laws, rules and regulations.
10.2 Restrictions on Your License
Without limitations on other restrictions, limitations and prohibitions that ATIV imposes (in these Terms or elsewhere), you agree you will not directly or indirectly
- copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services;
- reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services;
- rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner;
- remove or alter any proprietary notices on the Services; or
- engage in any activity that interferes with or disrupts the Services.
10.3 Our Intellectual Property and Copyrights
You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. ATIV may own the Site Content or portions of the Site Content may be made available to ATIV through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of ATIV and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
ATIV owns the names used for our products and services on this website, and these names are protected by United States and foreign trademark laws. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with ATIV Trademarks, the “Trademarks”). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of ATIV specific for each such use. All trademarks are the property of their respective owners.
11. Your Rights to Submit a Copyright Takedown Notice
ATIV respects the intellectual property rights of others and expects you to do the same. In accordance with the U.S. Digital Millennium Copyright Act, ATIV will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe your content has been copied in a way that constitutes copyright infringement, please provide us the following information:
- a physical or electronic signature of the copyright owner or person authorized to act on their behalf;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing or the subject infringing activity that is to be removed or access that is to be disabled, and information sufficient to permit us to locate the material;
- your contact information including your name, phone number, address, and email address;
- a statement by you that you have good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or law; and
- statement that the information in the notification is accurate and, under penalty and perjury, you are authorized to act on behalf of the copyright owner.
ATIV reserves the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, ATIV will also terminate a User’s account if the User is deemed to be a repeat infringer. A complaint can be submitted by contacting us at firstname.lastname@example.org.
Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is Silke Fleischer, ATIV Software, 340 S Lemon Ave #4605, Walnut, CA 91789, USA.
12. Scraping or Commercial Use of Site Content is Prohibited
The Site Content is not intended for your commercial use. Whether the content is posted to a website or embedded in an app, you have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).
13.1 Fees That We Charge
Creating an account is free. However, ATIV charges fees to Organizers based on the subscription or Services selected. These fees may vary based on individual agreements between ATIV and certain Organizers. Organizers ultimately determine how (and if) these fees are passed along to Consumers.
- The Services are available under subscription plans of various sizes. Payments for subscriptions smaller than 5,000 agenda records can be made only by credit card. Subscriptions paid by credit card are automatically renewed at the end of each subscription period unless the account owner downgrades the paid subscription plan to a free plan or deletes their account. At the time of automatic renewal, the subscription fee will be charged to the credit card last used by you. If you do not wish to renew the subscription, you must update your account at least seven days prior to the renewal date. If you have not downgraded to a free plan or deleted your account, you will be presumed to have authorized ATIV to charge the subscription fee to the credit card last used by you.
- To avoid any service interruptions to subscriptions paid by credit card, the account owner is responsible for keeping their credit card information up-to-date. If the payment for the renewal is to be made through a different credit card, the option of changing the payment details is provided within the account.
- From time to time, ATIV may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.
- In the event any tax such as GST, VAT, sales tax or the like is chargeable by ATIV in accordance with any local, state, provincial or foreign laws with respect to your subscription to our Services (“Taxes”), ATIV will invoice you for such Taxes. You agree to pay ATIV such Taxes in addition to the subscription fees. ATIV shall provide you with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help you avail the applicable input tax credit for the Taxes so paid.
13.2 Free Trials
If you register for a free trial of one or more Services, ATIV will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Services (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by ATIV in its sole discretion.
Any data that you enter into the Services, and any customizations made to the Services during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period.
Notwithstanding anything contained in this Section, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.
14. Your Account with ATIV
14.1 All accounts
ATIV may require you to create an account to access certain features or functions of the Services. You agree to follow certain rules when you create an account with ATIV or use the Services, including the following:
- You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services. If you are 13 or older, you may only use the Services under the supervisions of a parent or legal guardian who manages your use and/or account. However, if you are under 13, please do not provide us with any information about yourself.
- If there is a dispute between two or more persons or entities as to account ownership, ATIV will be the sole arbiter of that dispute and ATIV’s decision (which may include termination or suspension of the account) will be final and binding on those parties.
- You agree to immediately notify ATIV of any unauthorized use of your password or account or any other breach of security. You are responsible for (and ATIV will hold you responsible for) any activities that occur under your account.
14.2 Organization Accounts and Administrators
When you sign up for an account for your organization you may specify one or more team members. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed the project owner role for your organization. Make sure that you enter into a suitable agreement with such third-party specifying such party’s roles and restrictions as a project owner of your organization account.
- If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant ATIV all permissions and licenses provided in these Terms.
- We may provide you the ability to implement certain permission within your account to third parties including, “sub-users,” “sub-accounts,” or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
- You agree to not use ATIV Services to collect from Users any sensitive personal information, such as health information (including “protected health information” as defined in 45 C.F.R. §160.103), social security numbers, financial information, payment card numbers, driver’s license numbers, and passport numbers, unless otherwise permitted by these Terms or ATIV has consented to such collection in writing.
14.3 Consumers Accounts and Third-Parties
You understand that all information (such as data files, linked content, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to as the “Content”.
14.3.1 Uploading or posting content
If you upload or post content to Services (“Content”), you retain all rights and you are solely responsible for the content you uploaded, posted or shared with others or to the public. You agree to give ATIV an unrestricted license to use any Content you uploaded. ATIV IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF SHARING OR POSTING ANY PERSONAL OR OTHER INFORMATION ON ATIV SERVICES.
You agree to use Services at your sole risk. You may be exposed to materials that are offensive, indecent, or otherwise objectionable including but not limited to unintentional links or references to objectionable material. ATIV is not liable for any damages from such material however, you may report to email@example.com. Your sole remedy is to discontinue the use of Services.
15. Access to ATIV Services
- ATIV does not provide the equipment to access our Services. Standard wireless carrier’s rates may apply if cellular data is enabled in the device settings to access or use the Services. You also represent that you are the owner or authorized user of the wireless device on which the Services are being used, and you understand and are authorized to approve the applicable charges.
- You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by internet service providers, and charges that may be imposed by third parties in connection with your participation in events).
- ATIV reserves the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. ATIV is not liable to you or to any third party for any modification, suspension, or discontinuance of our Services or any portion of our Services.
- ATIV also reserves the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.
16. Our Community Guidelines
You agree to abide by the following guidelines whenever you use or access our Services. Please read these carefully, as they affect what types of content and conduct are permitted on and through the ATIV Services.
You agree not to use or attempt to use these Services for improper purposes, including but not limited to:
- any fraudulent, abusive, unlawful, harassing, or other improper purpose which may cause a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness to yourself, another user, or any other person. This also includes any risk or loss to ATIV, it’s business and reputation, employees, members, agents, partners, independent contractors, or other tangible property.
- cannot use the Services for any purpose that would be considered libel, defamation, invades privacy, is obscene, pornographic, racist, abusive, threatening or offensive;
- harvests or otherwise collects information about others, including email addresses, without their consent;
- use, display, mirror or frame the Services or any individual element within the Services, our name, any Content, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
- attempt to circumvent any technological measure implemented by ATIV or any of ATIV’s service providers or any other third party (including another user) to protect the Services; to the extent permitted by applicable law, attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
- violations of any applicable foreign, federal, state and local laws, rules and regulations including, but not limited to, any laws relating to harassment or stalking a third party.
- infringements of third party’s trademark, patent, trade secret, copyright, publicity, privacy, or other rights.
- attempt to scan, probe or breach ATIV security or authentication measures.
- sending or attempting to send unsolicited messages or spam.
- impersonating any person or entity; falsely stating or misrepresenting your affiliation with a person or entity.
- use of systems, software, or services to extract data from any Services for commercial purposes (‘screen scraping’) is strictly prohibited.
17. Your Content
ATIV does not make any claim to Your Content. However, you are solely responsible for Your Content. You hereby grant ATIV, its partners, authorized clients, and affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, host, store, reproduce, modify, communicate, publish, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services. Notwithstanding the foregoing, ATIV does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.
17.1.1 How ATIV and others can moderate your Content
ATIV may, but is not required, review and moderate Content, and reserves the right to remove or modify Content for any reason, including Content believed to violate these Terms and policies.
17.1.2 How long we keep Content
ATIV may retain Content for a commercially reasonable time depending on the Service Agreement with its clients and partners, for backup, archival, or audit purposes. Other users of Services may continue to use, store, display, reproduce, create derivative works, perform or distribute any Content that other users have stored or shared on their own or through Services. ATIV is not liable for the acts of other users with Content.
17.1.3 Risks of data loss
Accidents happen, whether caused by human, hardware or software errors, natural disasters, or any other cause. It is your responsibility to back up data. While the ATIV will attempt to recover any lost data, ATIV makes no guarantee that any Content can be recovered. You will not hold ATIV liable for any data loss, regardless of where the Content is stored.
17.2 Your Representations About Your Content
You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content
- does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party;
- complies with all applicable import and export control laws and regulations of the United States and other countries and you must not transfer, by electronic transmission or otherwise, any content, data, or software subject to restrictions under such laws to a national destination, person, or entity or for an end-use prohibited under those laws without first obtaining and complying with government authorization. You must not upload any data or software to our Services that cannot be exported without prior written government authorization and notification, including, but not limited to, certain types of encryption software; and
- does not violate these Terms.
17.3 Additional Rules About Your Content
Your Content must be accurate and truthful. ATIV reserves the right to remove Your Content from the Services if ATIV believes in its sole discretion that it violates these Terms, our Community Guidelines, or for any other reason. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to
- comply with legal process;
- respond to claims that any of Your Content violates the rights of third parties;
- enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or
- protect the rights, property and/or personal safety of ATIV, its users and/or the public, including fraud prevention.
You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
18. Rules for Use of Email Tools
18.1 Email Rules
ATIV may make available to Organizers features and tools that allow Organizers to contact Users via email (the “Email Tools”). If you use Email Tools, you represent and agree that:
- you have the right and authority to send emails to the addresses on your recipient list and such addresses were gathered in accordance with email marketing regulations in the recipient’s country of residence;
- you will use the Email Tools in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email, and including without limitation, the U.S. CAN-SPAM Act, the Canadian CASL, and the EU GDPR and e-privacy directive;
- you will only use the Email Tools to manage a bona fide event listed on the Services;
- your use of the Email Tools and the content of your emails complies these Terms;
- you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;
- you will respond immediately and in accordance with instructions to any User sent to you by ATIV requesting you modify such User’s email preferences.
18.2 Email Rule Violations
If you violate any of these Email Tools rules or if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails cause disruption to the Services, ATIV may (without limitation of any other legal or contractual remedies it has) limit or suspend your access to the Email Tools.
Notices to you may be sent via email to the address in ATIV’s records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact ATIV or deliver any notice, you can do so at ATIV Solutions LLC, Attn: Legal Department, 340 S Lemon Ave #4605, Walnut CA 91789, USA or via email to firstname.lastname@example.org.
ATIV reserves the right to discontinue, add, or modify any of our Services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. ATIV reserves the right to modify, replace or discontinue any part of the Services or the entire Service.
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you. Any attempted transfer or assignment will be null and void. ATIV reserves the right to transfer or assign rights or licenses without restriction.
22. Entire Agreement
23. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. But if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. ATIV is based in California, and any legal action against ATIV related to our Services and that is not precluded by the arbitration provisions in these Terms must be filed and take place in San Francisco. Thus, for any actions not subject to arbitration, you and ATIV agree to submit to the personal jurisdiction of the federal or state courts (as applicable) located in San Francisco County, California.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
25. Third Party Websites; Linked Accounts; Third Party Offers
Services may display or make available, content, data, information, applications, or materials from third-parties (“Third-Party Material”) or provide links to third-party websites. ATIV provides links to third-party websites for your convenience, but ATIV does not review, control, or monitor the materials on any other websites. By using Services, you acknowledge and agree that ATIV is not liable or responsible to you or any third-party for verifying the content, accuracy, completeness, timeliness, validity, copyright compliance, or legality of Third-Party Material or websites.
26. Force Majeure
Any delay or nonperformance of any provision of these Terms (excluding payment obligations) caused by conditions beyond the reasonable control of the impacted party shall not constitute a breach of these Terms. Conditions beyond a party’s reasonable control include, natural disasters, acts of government after the date of the Terms, power failure, fire, flood, acts of God, riots, acts of war, pandemics, epidemics, or any other similar event beyond the parties’ reasonable control. Failure of subcontractors and inability to obtain materials shall not be considered a condition beyond a party’s reasonable control. The impacted party shall give notice within ten (10) days of the commencement of the force majeure event to the other party, stating the period of time the occurrence is expected to continue. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized. All delivery dates under these Terms affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations and deliverables for mutually agreed upon dates as soon as practicable after the force majeure condition ceases to exist.
27. Additional Miscellaneous Provisions
Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. ATIV may freely assign any of our rights and obligations under these Terms. ATIV may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.