Terms & Conditions

Please read the below terms and conditions for your region

USA Licensing Agreement

THIS SOFTWARE LICENSING AGREEMENT ("Agreement") is made and entered into as of the date of submission] (the "Effective Date"), by and between ‘Event Workforce Group (USA)’ INC., a Delaware Corporation and the entity identified in Item 1 of the attached Schedule (the "User") (collectively, "the Parties").

RECITALS:

Whereas, Event Workforce Group (USA) has the right to operate and license an Online Staff Rostering System ("Event Workforce Group Technology") that enables event organizers to screen, recruit, and coordinate their existing database of event staff for specific events, accredit their workforce and external stakeholders for events, and create a downloadable file to provide to third party printers; and
WHEREAS, the User desires to use the Software in connection with its upcoming event(s) ("Event"), and Event Workforce Group (USA) is willing to grant User a license to use the Software and provide support services on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereto agree as follows:

OPERATIVE PROVISIONS:

DEFINITIONS AND INTERPRETATION

In this agreement the words and expressions set out in this clause have the following meanings unless the context admits otherwise:
"Business Day" means a day that is not a Saturday, Sunday, or any other day which is a federal holiday or a bank holiday in the place where an act is to be performed or a payment is to be made.
"Event Staff" means and includes employees, contractors, interns, and/or volunteers of the User that are providing services for the Event.
"Online Staff Rostering System" means and includes but is not limited to:
the online staff rostering system known as "Event Workforce Group Technology" which features:

Event details upload facilities;
Event Staff details upload facilities;
Shift rostering via text message and email communication facilities;
Post-Event reporting and timesheet preparation; and
Software functionality including, but not limited to, text message integration whereby the User’s advertised requests for Event Staff availability is sent via text message or email to Event Staff in its existing Event Staff database and Event Staff may respond committing to attendance at the User’s Event.

"Schedule" means the schedule attached to this Agreement and marked as such and including any amendments or modifications thereto. In the event of a conflict between the Agreement and the Schedule, the Schedule will control.

TERM

The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Agreement ("Term").

AUTOMATIC RENEWAL

The Term will automatically extend for further periods equivalent to the initial Term unless either party provides the other with notice prior to the end of the initial Term.

SOFTWARE & SERVICES

Subject to the terms of this Agreement, Event Workforce Group (USA) will use commercially reasonable efforts to provide the User with access to the Online Staff Rostering System, all components, accessories, and documentation related to the Online Staff Rostering System, and all update and revisions thereto ("Software"), and the Services described in the attached Schedule ("Services").

LICENSES

Event Workforce Group (USA) hereby grants the User a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Software during the Term of this Agreement and in connection with the Services, which includes the following features:

Managing User’s existing Event Staff database;
Advertising for Event Staff available for placement at its Events;
Enabling the Software to access User’s existing database to send a text message to the mobile telephones of Event Staff advertising the placement availability ("text message integration");
Enabling the Software to accept and track acceptance of placements by Event Staff within the User’s existing Event Staff database;
Collecting stakeholder information for accreditation purposes, approving accreditation rights and downloading accreditation passes in printable format; and
Access to the website functionality available via login at https://xxxxx.rosterfy.co and all of the features of that website as are currently operating on the Effective Date.

The User hereby grants Event Workforce Group (USA) a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use User’s name and logo in press releases, marketing materials, and on www.eventworkforcegroup.com, pursuant to User’s terms governing such use and subject to the User’s prior approval of any such use.

FEES; PAYMENT TERMS

The User will pay Event Workforce Group (USA) the Fees described in the pricing table shared with the User either within the software platform, via online proposal, within a schedule attached to this agreement or other format as required. Event Workforce Group (USA) reserves the right to change the Fees or applicable charges and to institute new charges and Fees providing prior notice to the User (which may be sent by email).

Licensing Fees, Set-up Fees, and technician travel costs shall be due by the due date set forth in the invoice provided. Event Workforce Group (USA) shall send an invoice for all Additional Fees at the beginning of each month for the prior month.

A credit card surcharge will apply on top of fees. The % surcharge will be notified to you prior to the purchase is made.

PAYMENT METHODS

Invoice
Full payment of invoices must be received by Event Workforce Group (USA) fourteen (14) days after receipt by User. You will pay all amounts in USD. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of this Agreement. User shall be responsible for all taxes associated with Software and the Services.

Credit Card Subscription Payment
To process credit card payments, EWG utilizes third party software from ChargeBee https://www.chargebee.com/ and Braintree https://www.braintreepayments.com process and manage User payments and subscriptions. To be clear, credit card details will be stored on secure Braintree servers, which meets industry standard CPI compliance, while your monthly recurring billing will be processed by Chargebee.

The User will pay their monthly subscription to Event Workforce Group (USA) via the secure online payment gateway. The subscription will deduct the nominated credit card on the first day of the month in advance, providing the User with an online portal to view all invoices and edit billing details.

PAYMENT SECURITY

We use industry standard encryption to keep your personal information secure throughout the payment process. We do not permanently store your credit card or bank information. We will not be liable for any damages or losses (whether direct or indirect) caused if a member's card is used fraudulently.

SUBSCRIPTION TERMS AND RENEWALS

Hosted Services are provided on a subscription basis recurring monthly, quarterly or annually as agreed, except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates).

DELETION AT END OF SUBSCRIPTION

We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.

OBLIGATIONS

Event Workforce Group (USA) ’s additional obligations under this Agreement include:
Upon acceptance of these terms and conditions, Event Workforce Group (USA) shall provide the User with all necessary access codes for login to the Software and begin providing the Services.

Event Workforce Group (USA) shall ensure that all available updates, enhancements, improvements, additions, modifications and bug patches for the Software are made available to the User as soon as practicable, but Event Workforce Group (USA) has no obligation to develop or provide any updates or revisions to the Services or Software, and Event Workforce Group (USA) reserves the right to alter or adjust performance specifications for the Services and Software as it deems necessary or desirable.
The User’s additional obligations under this Agreement include:

The User represents, covenants, and warrants that it will use the Services and Software only in compliance with Event Workforce Group (USA)’s standard published policies then in effect and all applicable laws and regulations. Although Event Workforce Group (USA) has no obligation to monitor the User’s use of the Services and Software, Event Workforce Group (USA) may do so at any time and without notification to the User, and may prohibit any use of the Services or Software it believes may be (or alleged to be) in violation of the foregoing.

The User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and Software, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like, plus Event supplies such as paper materials, lanyards, and printers (collectively, "Equipment"). User shall also be responsible for maintaining the security of the Equipment, User’s account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of User’s account or the Equipment with or without User’s knowledge or consent.

The User shall obtain all necessary consents to send text communications to users of the Software. All text communications initiated by the User to a user via the Software shall comply with all applicable laws and only be sent as necessary for use of the Software.

CONFIDENTIALITY

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose confidential business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Confidential Information of Event Workforce Group (USA) includes, but may not be limited to, non-public information regarding features, functionality, and performance of the Services and Software. Confidential Information of User includes non-public data provided by User to Event Workforce Group (USA) to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
The Receiving Party, and each of its officers, employees, and agents, must return all documents and other media which contain Confidential Information to the Disclosing Party when reasonably requested to do so.
If the Receiving Party is required, or anticipates or has cause to anticipate that it may be required, by law or court order to disclose Confidential Information, the Receiving Party must immediately notify the Disclosing Party of the actual or anticipated requirement and use its best endeavours (without breach of applicable law) to delay and withhold disclosure until the Disclosing Party has had a reasonable opportunity to oppose disclosure by lawful means.

The Parties acknowledge that:
the Confidential Information of the Disclosing Party is at all times the property of the Disclosing Party;
a breach of this clause would be harmful to the business interests of the Disclosing Party; monetary damages alone would not be a sufficient remedy for a breach of this clause; and in addition to any other remedy which may be available in law or equity, the Disclosing Party is entitled to interim, interlocutory, and permanent injunctions or any of them to prevent breach of this clause and to compel specific performance of it.
Obligations in relation to Confidential Information continue indefinitely and are not diminished or terminated by the completion or termination for any reason of this Agreement.

PRIVACY

Any Personal Information collected, used, or accessed by Event Workforce Group (USA) or the User in the course of performing this Agreement must be:
used by the User solely for the purposes contemplated by this Agreement and only for the term of this Agreement;
dealt with by the User in accordance with applicable U.S. privacy laws; and used by the User only with the consent of individual to whom the Personal Information relates.

PROPRIETARY RIGHTS; NO RIGHT TO COPY, MODIFY, OR DISASSEMBLE

The Services and Software provided by Event Workforce Group (USA) and all copies thereof are proprietary to and the property of Event Workforce Group (USA), regardless of whether the subject matter of such property, including intellectual property, is registrable and whether that property arises during or after the termination of this Agreement. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Services and Software are and will remain in Event Workforce Group (USA) or related entities, and User shall have no such intellectual property rights in the Services and Software.
Notwithstanding anything to the contrary, Event Workforce Group (USA) shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, Software, and related systems and technologies, and Event Workforce Group (USA) will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and Software and for other development, diagnostic, and corrective purposes in connection with the Services, Software, and other Event Workforce Group (USA) offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

The User may not copy or reproduce the Services or Software without Event Workforce Group (USA)’s prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. The User may not copy or reproduce any software or documentation provided by Event Workforce Group (USA), without Event Workforce Group (USA)’s prior written consent, except as is reasonably needed to perform the User’s obligations under this Agreement. Each copy of software or documentation made by the User must contain Event Workforce Group (USA)’s proprietary and copyright notices in the same form as on the original.
The User agrees to secure and protect the Services or Software and all copies thereof in a manner consistent with the maintenance of Event Workforce Group (USA)’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
The User 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 Services or Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Event Workforce Group (USA) or authorized within the Software); or remove any proprietary notices or labels.

WARRANTY; DISCLAIMERS; LIMITATION ON LIABILITY

Event Workforce Group (USA) shall use reasonable efforts consistent with prevailing industry standards to maintain the Services and Software in a manner which minimizes errors and interruptions in the Services and Software. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Event Workforce Group (USA) or by third-party providers, or because of other causes beyond Event Workforce Group (USA)’s reasonable control, but Event Workforce Group (USA) shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Event Workforce Group (USA) does not warrant that the Services or Software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services or Software. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND EVENT WORKFORCE GROUP (USA) DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SMS (text messaging) and email notifications are optional components of the Software that are reliant on third party providers for full effectiveness, delivery, and receipt. Event Workforce Group (USA) shall not be responsible or liable for any SMS or email errors or delays, or any damages or issues that result from such errors or delays. Furthermore, Event Workforce Group (USA) shall not be responsible for any additional charges or fees assessed by a third party provider as a result of User’s use of these optional components.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, EVENT WORKFORCE GROUP (USA) AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EVENT WORKFORCE GROUP (USA)’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY USER TO EVENT WORKFORCE GROUP (USA) UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EVENT WORKFORCE GROUP (USA) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The User understands that the Services Event Workforce Group (USA) is offering under this Agreement are related to designing, implementing, and maintaining the Software. However, due to Event Workforce Group (USA)’s experience in the field of event organizing, the User may ask Event Workforce Group (USA) for advice, information, or opinions related to managing Event Staff or organizing events that goes beyond the scope of the Services or support of the Software. Such advice, information, or opinions are not covered by this Agreement, and Event Workforce Group (USA) shall not be liable for any harm, damage, delay, negative result, or other issue resulting from the User’s reliance on advice requested from Event Workforce Group (USA) that is not directly related to the User’s use or implementation of the Software.

INDEMNITY

The User shall defend, indemnify, and hold harmless Event Workforce Group (USA), its officers, directors, affiliates, employees, and contractors from and against any and all third party claims and liabilities (including, without limitation, reasonable attorneys' fees and costs) arising from or in connection with:
any breach by the User of a material provision of this Agreement;
any failure by the User or its affiliates, employees, agents, or contractors to comply with any relevant laws;
any failure by the User or its affiliates, employees, agents, or contractors to perform all or any of its obligations under this Agreement; or
any reliance by the User on Event Workforce Group (USA)’s advice relating to managing Event Staff or organizing events that is not directly related to the User’s use or implementation of the Software.

ASSIGNMENT

The User may not assign, transfer, or otherwise deal with all or any part of their rights or obligations under this Agreement without first obtaining the written consent of Event Workforce Group (USA), which shall not be unreasonably withheld.
Notwithstanding anything contained herein to the contrary, Event Workforce Group (USA) may in its absolute discretion, assign, transfer, or otherwise deal with all or any part of its rights or obligations under this Agreement, provided such dealing does not adversely impact any of the User’s rights under the Agreement.

NO PARTNERSHIP

This Agreement does not create or evidence a partnership or joint venture between the Parties.

TERMINATION

For the purpose of this Agreement, the breach by either party of any of its obligations under this Agreement is a terminating event, provided that notice of such breach is first communicated by the aggrieved or damaged party in writing to the party that is in breach and the notice provides the party in breach with a period of seven (7) Business Days to rectify or remedy the breach, and the breach is not rectified or remedied during such period.

Notwithstanding anything contained herein to the contrary, Event Workforce Group (USA) may terminate this Agreement immediately and without notice to the User if Event Workforce Group (USA) becomes aware of any breach by the User of Event Workforce Group (USA)’s Intellectual Property rights or any unauthorized use by the User of Event Workforce Group (USA)’s Intellectual Property or Confidential Information.
Either party may terminate this Agreement with 30 days written notice. All fees accrued prior to the termination date shall be due to Event Workforce Group (USA) within 30 Business Days of the termination date. Should the contract be a fixed term and the User wishes to terminate the contract before it’s expiry, the User must pay the amount equivalent to 50% of the remaining months license fees to Event Workforce Group (USA).
Any termination of a license granted under this Agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this Agreement, which is expressly or by implication intended to continue in force after such termination.

NOTICES

A notice or communication to be served or given under this Agreement must be in writing and may be served or given by any lawful means of service, including without limitation service by hand delivery, ordinary, certified, or registered pre-paid post or by facsimile transmission. The date a notice is deemed served, given, and received is:
if delivered by hand, the day of delivery but if delivery takes place after 4:00 pm on a Business Day or on a day that is not a Business Day then it is deemed served, given, and received on the next Business Day;
if posted, three (3) Business Days after the day it is posted;
if by facsimile transmission, on the day of transmission but if transmission is not on a business day or is not completed by 4:00 pm on a Business Day then it is deemed served, given and received the next Business Day.
The address and facsimile number at which a party may be served or given notices under this Agreement is its address and facsimile number as appearing in this Agreement or such other address or facsimile number for service it notifies the other parties of in writing.

DISPUTE RESOLUTION

Any dispute between the parties about any matter relating to the performance of this Agreement which cannot be resolved by the parties within twenty-one (21) days of written notice of the dispute being served by one party on the other shall first be referred to a meeting of senior executives of both parties called by either party.
If the parties fail to agree then at the option of either party, the dispute shall be referred to mediation or arbitration procedure as agreed between the parties, each acting in good faith.
If the parties are unable to agree on a procedure or any aspect of a procedure, then the dispute shall be referred to binding arbitration in San Francisco, California, before an arbitrator who is mutually agreeable to the Parties. If the Parties cannot agree on an arbitrator, the arbitrator will be assigned by the American Arbitration Association. The arbitration will be conducted according to Section 638 of the California Code of Civil Procedure, and not by court action before a judge or jury. The arbitrator will provide the parties with a written decision and findings of fact regarding the resolution of any and all disputes and/or claims arising out of this Agreement. The Parties shall each bear equally all costs and fees of the arbitrator, and consent to personal jurisdiction and venue in the state and federal courts located in the City of San Francisco and County of San Francisco to confirm, vacate, or modify the arbitration award under governing law. The arbitrator will have the authority to award reasonable attorneys’ fees and costs as the arbitrator deems appropriate.

NO WAIVER

A waiver by one party of another party's default under this Agreement will not constitute a release of the defaulting party's obligation to observe and perform all of its obligations under this Agreement in the future.

SEVERABILITY

If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.

EXECUTION OF COUNTERPARTS

This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same agreement.

FURTHER ASSURANCE

Each party must promptly at its own cost do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.

ENTIRE UNDERSTANDING

This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement and supersedes any prior agreement or understanding on anything connected with that subject matter. This Agreement may not be modified or amended except by the written acceptance of both Parties

INTERPRETATION

The Parties acknowledge that this Agreement and all the terms and conditions contained herein have been fully reviewed and negotiated by the Parties and their respective counsel. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the State of California, excluding any such laws that might direct the application of the laws of another jurisdiction. The parties agree that the federal or state courts located in the State of California shall have exclusive jurisdiction to hear any dispute under this Agreement.

Recommended Browsers:

Event Workforce Group (USA) supports the following browsers for both the admin console and end user platforms. For optimal performance, we recommend admin users operate Rosterfy in Google Chrome. The user must be aware that system performance may vary if browsers older than the below are used:

Google Chrome v22 +
Mozilla Firefox v28 +
Apple Safari
Internet Explorer 10 +
Microsoft Edge

Event Workforce Group is not responsible if the Software is slow or inoperable if a recommended browser is not used.

Australasia Licensing Agreement

THIS AGREEMENT is made on the date this agreement is accepted by the User, failing which it is dated on the date the parties execute the Agreement.

BETWEEN

ROSTERFY PTY LTD (ACN 68 152 836 541)
c/- of P J Kearney & Co, 'Skipping Girl Place,' Suite 8, 651-653 Victoria Street, Abbotsford, Victoria ("Rosterfy Pty Ltd")
and
The person identified in Item 1 of the Schedule ("the User")

RECITALS:

Whereas, Rosterfy has the right to operate and license an Online Staff Rostering System ("Rosterfy") that enables event organizers to screen, recruit, and coordinate their existing database of event staff for specific events, accredit their workforce and external stakeholders for events, and create a downloadable file to provide to third party printers; and
WHEREAS, the User desires to use the Software in connection with its upcoming event(s) ("Event"), and Rosterfy is willing to grant User a license to use the Software and provide support services on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereto agree as follows:

OPERATIVE PROVISIONS:

DEFINITIONS AND INTERPRETATION

Event details upload facilities;
Event Staff details upload facilities;
Shift rostering via text message and email communication facilities;
Post-Event reporting and timesheet preparation; and
Software functionality including, but not limited to, text message integration whereby the User's advertised requests for Event Staff availability is sent via text message or email to Event Staff in its existing Event Staff database and Event Staff may respond committing to attendance at the User's Event.

TERM

The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Agreement ("Term").

AUTOMATIC RENEWAL

The Term will automatically extend for further periods equivalent to the initial Term unless either party provides the other with notice prior to the end of the initial Term.

SOFTWARE & SERVICES

Subject to the terms of this Agreement, Rosterfy will use commercially reasonable efforts to provide the User with access to the Online Staff Rostering System, all components, accessories, and documentation related to the Online Staff Rostering System, and all update and revisions thereto ("Software"), and the Services described in the attached Schedule ("Services").

LICENSES

Rosterfy hereby grants the User a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Software during the Term of this Agreement and in connection with the Services, which includes the following features:

managing User's existing Event Staff database;
advertising for Event Staff available for placement at its Events;
enabling the Software to access User's existing database to send a text message to the mobile telephones of Event Staff advertising the placement availability ("text message integration");
enabling the Software to accept and track acceptance of placements by Event Staff within the User's existing Event Staff database;
collecting stakeholder information for accreditation purposes, approving accreditation rights and downloading accreditation passes in printable format; and
access to the website functionality available via login at https://xxxxx.rosterfy.co and all of the features of that website as are currently operating on the Effective Date.

The User hereby grants Rosterfy a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use User's name and logo in press releases, marketing materials, and on www.eventworkforcegroup.com, pursuant to User's terms governing such use and subject to the User's prior approval of any such use.

FEES; PAYMENT TERMS

The User will pay Rosterfy the Fees described in the pricing table shared with the User either within the software platform, via online proposal, within a schedule attached to this agreement or other format as required. Rosterfy reserves the right to change the Fees or applicable charges and to institute new charges and Fees providing prior notice to the User (which may be sent by email).
Licensing Fees, Set-up Fees, and technician travel costs shall be due by the due date set forth in the invoice provided. Rosterfy shall send an invoice for all Additional Fees at the beginning of each month for the prior month.
If you choose to pay your fees by credit card, our standard credit card surcharge within Australia is 1.75% in addition to the total fee amount and GST.

PAYMENT METHODS

Invoice
Full payment of invoices must be received by Rosterfy fourteen (14) days after receipt by User. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of this Agreement. User shall be responsible for all taxes associated with Software and the Services.

Credit Card Subscription Payments
To process credit card payments, EWG utilizes third party software from ChargeBee chargebee.com and Braintree braintreepayments.com to process and manage User payments and subscriptions. User credit card details will be stored on secure Braintree servers, that meet industry standard PCI compliance.

PAYMENT SECURITY

SUBSCRIPTION TERMS AND RENEWALS

Hosted Services are provided on a subscription basis recurring monthly, except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates).

DELETION AT END OF SUBSCRIPTION

We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.

OBLIGATIONS

Rosterfy’s additional obligations under this Agreement include: Upon acceptance of these terms and conditions, Rosterfy shall provide the User with all necessary access codes for login to the Software and begin providing the Services.
Rosterfy shall ensure that all available updates, enhancements, improvements, additions, modifications and bug patches for the Software are made available to the User as soon as practicable, but Rosterfy has no obligation to develop or provide any updates or revisions to the Services or Software, and Rosterfy reserves the right to alter or adjust performance specifications for the Services and Software as it deems necessary or desirable.
The User's additional obligations under this Agreement include:
The User represents, covenants, and warrants that it will use the Services and Software only in compliance with Rosterfy’s standard published policies then in effect and all applicable laws and regulations. Although Rosterfy has no obligation to monitor the User's use of the Services and Software, Rosterfy may do so at any time and without notification to the User, and may prohibit any use of the Services or Software it believes may be (or alleged to be) in violation of the foregoing.
The User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and Software, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like, plus Event supplies such as paper materials, lanyards, and printers (collectively, "Equipment"). User shall also be responsible for maintaining the security of the Equipment, User's account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of User's account or the Equipment with or without User's knowledge or consent.
The User shall obtain all necessary consents to send text communications to users of the Software. All text communications initiated by the User to a user via the Software shall comply with all applicable laws and only be sent as necessary for use of the Software.

CONFIDENTIALITY

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose confidential business, technical, or financial information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Confidential Information of Rosterfy includes, but may not be limited to, non-public information regarding features, functionality, and performance of the Services and Software. Confidential Information of User includes non-public data provided by User to Rosterfy to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
User shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of this Agreement, and shall ensure that its employees observe the confidentiality obligations in this Section. User acknowledges that the Services and Software may contain Confidential Information developed or acquired by Rosterfy and that all rights therein and in other Rosterfy Confidential Information remain the sole property of Rosterfy . In addition, User agrees to treat any communications and reports prepared under this Agreement as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Rosterfy’s prior written consent.
The Receiving Party, and each of its officers, employees, and agents, must return all documents and other media which contain Confidential Information to the Disclosing Party when reasonably requested to do so.
If the Receiving Party is required, or anticipates or has cause to anticipate that it may be required, by law or court order to disclose Confidential Information, the Receiving Party must immediately notify the Disclosing Party of the actual or anticipated requirement and use its best endeavours (without breach of applicable law) to delay and withhold disclosure until the Disclosing Party has had a reasonable opportunity to oppose disclosure by lawful means.

The Parties acknowledge that:
the Confidential Information of the Disclosing Party is at all times the property of the Disclosing Party;
a breach of this clause would be harmful to the business interests of the Disclosing Party;
monetary damages alone would not be a sufficient remedy for a breach of this clause; and
in addition to any other remedy which may be available in law or equity, the Disclosing Party is entitled to interim, interlocutory, and permanent injunctions or any of them to prevent breach of this clause and to compel specific performance of it.
Obligations in relation to Confidential Information continue indefinitely and are not diminished or terminated by the completion or termination for any reason of this Agreement.

PRIVACY

Any Personal Information collected, used, or accessed by Rosterfy or the User in the course of performing this Agreement must be:
used by the User solely for the purposes contemplated by this Agreement and only for the term of this Agreement;
dealt with by the User in accordance with applicable privacy laws; and
used by the User only with the consent of individual to whom the Personal Information relates.

PROPRIETARY RIGHTS; NO RIGHT TO COPY, MODIFY, OR DISASSEMBLE

The Services and Software provided by Rosterfy and all copies thereof are proprietary to and the property of Rosterfy , regardless of whether the subject matter of such property, including intellectual property, is registrable and whether that property arises during or after the termination of this Agreement. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Services and Software are and will remain in Rosterfy or related entities, and User shall have no such intellectual property rights in the Services and Software.
Notwithstanding anything to the contrary, Rosterfy shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, Software, and related systems and technologies, and Rosterfy will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and Software and for other development, diagnostic, and corrective purposes in connection with the Services, Software, and other Rosterfy offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
The User may not copy or reproduce the Services or Software without Rosterfy’s prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. The User may not copy or reproduce any software or documentation provided by Rosterfy , without Rosterfy’s prior written consent, except as is reasonably needed to perform the User's obligations under this Agreement. Each copy of software or documentation made by the User must contain Rosterfy’s proprietary and copyright notices in the same form as on the original.
The User agrees to secure and protect the Services or Software and all copies thereof in a manner consistent with the maintenance of Rosterfy’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
The User 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 Services or Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Rosterfy or authorized within the Software); or remove any proprietary notices or labels.

WARRANTY; DISCLAIMERS; LIMITATION ON LIABILITY

Rosterfy shall use reasonable efforts consistent with prevailing industry standards to maintain the Services and Software in a manner which minimizes errors and interruptions in the Services and Software. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rosterfy or by third-party providers, or because of other causes beyond Rosterfy’s reasonable control, but Rosterfy shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Rosterfy does not warrant that the Services or Software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services or Software. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND ROSTERFY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SMS (text messaging) and email notifications are optional components of the Software that are reliant on third party providers for full effectiveness, delivery, and receipt. Rosterfy shall not be responsible or liable for any SMS or email errors or delays, or any damages or issues that result from such errors or delays. Furthermore, Rosterfy shall not be responsible for any additional charges or fees assessed by a third party provider as a result of User's use of these optional components.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, ROSTERFY AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ROSTERFY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY USER TO ROSTERFY UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ROSTERFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The User understands that the Services Rosterfy is offering under this Agreement are related to designing, implementing, and maintaining the Software. However, due to Rosterfy’s experience in the field of event organizing, the User may ask Rosterfy for advice, information, or opinions related to managing Event Staff or organizing events that goes beyond the scope of the Services or support of the Software. Such advice, information, or opinions are not covered by this Agreement, and Rosterfy shall not be liable for any harm, damage, delay, negative result, or other issue resulting from the User's reliance on advice requested from Rosterfy that is not directly related to the User's use or implementation of the Software.

INDEMNITY

The User shall defend, indemnify, and hold harmless Rosterfy, its officers, directors, affiliates, employees, and contractors from and against any and all third party claims and liabilities (including, without limitation, reasonable attorneys' fees and costs) arising from or in connection with:
any breach by the User of a material provision of this Agreement;
any failure by the User or its affiliates, employees, agents, or contractors to comply with any relevant laws;
any failure by the User or its affiliates, employees, agents, or contractors to perform all or any of its obligations under this Agreement; or
any reliance by the User on Rosterfy’s advice relating to managing Event Staff or organizing events that is not directly related to the User's use or implementation of the Software.

ASSIGNMENT

The User may not assign, transfer, or otherwise deal with all or any part of their rights or obligations under this Agreement without first obtaining the written consent of Rosterfy, which shall not be unreasonably withheld.
Notwithstanding anything contained herein to the contrary, Rosterfy may in its absolute discretion, assign, transfer, or otherwise deal with all or any part of its rights or obligations under this Agreement, provided such dealing does not adversely impact any of the User's rights under the Agreement.

NO PARTNERSHIP

This Agreement does not create or evidence a partnership or joint venture between the Parties.

TERMINATION

Either party may terminate this Agreement with 30 days written notice. All fees accrued prior to the termination date shall be due to Rosterfy within 30 Business Days of the termination date. Should the contract be a fixed term and the User wishes to terminate the contract before it's expiry, the User must pay the amount equivalent to 50% of the remaining months license fees to Rosterfy.
Any termination of a license granted under this Agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this Agreement, which is expressly or by implication intended to continue in force after such termination.

FURTHER ASSURANCE

Either party may terminate this Agreement for any or no reason with written notice to the other party. All fees accrued prior to the termination date shall be due to Rosterfy within 30 Business Days of the termination date.
Any termination of a license granted under this Agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this Agreement, which is expressly or by implication intended to continue in force after such termination.

NOTICES

DISPUTE RESOLUTION

Any dispute between the parties about any matter relating to the performance of this Agreement which cannot be resolved by the parties within twenty one (21) days of written notice of the dispute being served by one party on the other shall first be referred to a meeting of senior executives of both parties called by either party.
If the parties fail to agree then at the option of either party, the dispute shall be referred to mediation or arbitration procedure as agreed between the parties, each acting in good faith.
If the parties are unable to agree a procedure or any aspect of a procedure they shall seek assistance from the Law Institute of Victoria or such other similar body as may be agreed by the parties from time to time.
Unless otherwise agreed or directed, the parties shall share equally the costs of arbitration, and the use of mediation or other dispute resolution procedure shall be without prejudice to the rights of the parties in all respects if the arbitration or other dispute resolution procedure does not achieve an agreed resolution of the dispute.

NO WAIVER

SEVERABILITY

EXECUTION OF COUNTERPARTS

This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same agreement.

FURTHER ASSURANCE

Each party must promptly at its own cost do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.

ENTIRE UNDERSTANDING

INTERPRETATION

GOVERNING LAW AND JURISDICTION

This Agreement is governed by Victorian law and the parties submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia in relation to this Agreement.

In this Agreement:
"GST" means GST within the meaning of the GST Act.
"GST Act" means A New Tax System (Goods and Services Tax) Act 1999(as amended).
Expressions used herein and in the GST Act have the same meanings as when used in the GST Act.
Except where this Agreement states otherwise, each amount payable by a party under this Agreement in respect of a taxable supply by the other party is expressed as a GST exclusive amount and the recipient of the supply must, in addition to that amount and at the same time, pay to the supplier the GST payable in respect of the supply.
An adjustment of the consideration payable under this Agreement to take account of the New Tax System changes referred to in the Trade Practices Act 1974 must not constitute price exploitation within the meaning of that Act or breach the guidelines in force from time to time published by the Australian Competition and Consumer Commission under Part VB of that Act.

Operating Environment

Rosterfy supports the following browsers for both the admin console and end user platforms. For optimal performance, we recommend admin users operate Rosterfy in Google Chrome. The user must be aware that system performance may vary if browsers older than the below are used:

Google Chrome v22 +
Mozilla Firefox v28 +
Apple Safari
Internet Explorer 10 +
Microsoft Edge

Rosterfy is not responsible if the Software is slow or inoperable if a recommended browser is not used.

UK/Euro Licensing Agreement

THIS SOFTWARE LICENSING AGREEMENT ("Agreement") is made and entered into as of the date of submission] (the "Effective Date"), by and between ‘Rosterfy Ltd, a UK Entity and the entity identified in Item 1 of the attached Schedule (the "User") (collectively, "the Parties").

PURPOSE:

Whereas, Rosterfy has the right to operate and license an Online Staff Rostering System that enables event organizers to screen, recruit, and coordinate their existing database of event staff for specific events, accredit their workforce and external stakeholders for events, and create a downloadable file to provide to third party printers; and
WHEREAS, the User desires to use the Software in connection with its upcoming event(s) ("Event"), and Rosterfy is willing to grant User a license to use the Software and provide support services on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereto agree as follows:

OPERATIVE PROVISIONS:

DEFINITIONS AND INTERPRETATION

In this agreement the words and expressions set out in this clause have the following meanings unless the context admits otherwise:

"Business Day" means a day that is not a Saturday, Sunday, or any other day which is a federal holiday or a bank holiday in the place where an act is to be performed or a payment is to be made.

"Event Staff" means and includes employees, contractors, interns, and/or volunteers of the User that are providing services for the Event.
"Online Staff Rostering System" means and includes but is not limited to:
the online staff rostering system which features:

Event details upload facilities;
Event Staff details upload facilities;
Shift rostering via text message and email communication facilities;
Post-Event reporting and timesheet preparation; and
Software functionality including, but not limited to, text message integration whereby the User’s advertised requests for Event Staff availability is sent via text message or email to Event Staff in its existing Event Staff database and Event Staff may respond committing to attendance at the User’s Event.

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Authorised Users: those employees, agents and independent contractors of the User who are authorised by Rosterfy to use the Software.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as ‘confidential information’ in clause 7.

Data Privacy Laws: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including without limitation, (i) any data privacy laws from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, (for so long as and to the extent that the law of the European Union has legal effect in the UK) (ii) the General Data Protection Regulation ((EU) 2016/679) (the GDPR) and (iii) any other directly applicable European Union regulation relating to privacy.

Discloser: a party to this agreement when it discloses its Confidential Information, directly or indirectly, to the other party.

EEA: European Economic Area.

Event Staff: means and includes employees, contractors, interns and volunteers of the User that are providing services for an event.

Fee: the standard charges for the Software as set out in clause 3 and Schedule 1 – Pricing Outline, inclusive of the Licence Fee.

Intellectual Property Rights (IPRs): patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition], rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how [and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Licence Fee: means the Fee payable by the User in consideration for the grant of the license to usage of the Software in accordance with clause 3 and Schedule 1.

Normal Business Hours: 8:30 am to 5:00 pm UK time, each Business Day.

Personal Data: means any information relating to an identified or identifiable natural person.

Recipient: a party to this agreement when it receives Confidential Information, directly or indirectly, from the other party.

Representatives: means, in relation to a party, its employees, officers, representatives and advisers.

Software: means and includes but is not limited to the online staff rostering system known as “Rosterfy ” which features: i. event details upload facilities; ii. Event Staff details upload facilities; iii. shift rostering via text message and email communication facilities; iv. post-event reporting and timesheet preparation; and v. software functionality including, but not limited to, text message integration whereby the User’s advertised requests for Event Staff availability is sent via text message or email to Event Staff in its existing Event Staff database and Event Staff may respond committing to attendance at the User’s Event.

Standard Data Protection Clauses: means the contractual arrangements with the recipient in a non-EU/EEA country for the transfer of Personal Data to the applicable third countries outside the EU/EEA as adopted and approved by the EU Commission or competent data protection regulatory authority in accordance with applicable Data Privacy Laws from time to time.

Support Services: the services as set out in Schedule 3 as may be updated, amended or varied by Rosterfy from time to time.

Term: from the date stated at the beginning of this agreement, recurring annually from the date of the agreement unless terminated in accordance with clause 14.

User Data: the data inputted by the User, Authorised Users, or Rosterfy on the User’s behalf, for the purpose of using the Software or facilitating the User’s use of the Software.

This agreement contains the entire understanding between the Parties and supersedes all prior oral and written understandings, arrangements, agreements between the Parties relating thereto.

Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision is a reference to it as it is in force from time to time and shall include all subordinate legislation made under that statute or statutory provision from time to time.

A reference to writing or written includes email.

References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

SOFTWARE AND SERVICES

Subject to the terms of this Agreement, Rosterfy shall provide the User with access to the Software, all components, accessories, and documentation related to the Software, and all update and revisions thereto, and the Support Services for the duration of the Term.

LICENSE

In consideration of the Licence Fee paid by the User to Rosterfy, Rosterfy hereby grants the User a non-exclusive, non-transferable, non-sub-licensable, royalty-free licence to use the Software during the Term of this Agreement and in connection with the Support Services, which includes the following features: (a) managing User’s existing Event Staff database; (b) advertising for Event Staff available for placements at its Events; (c) enabling the Software to accept and track acceptance of placements by Event Staff within the User’s existing Event Staff database; and (d) access to the website functionality available via login at https://xxx.Rosterfy .co and all of the features of that website as are currently operating on the Effective Date.

In relation to the scope of use: in accordance with the Purpose and clause 2.1, use of the Software shall be restricted to use of the Software in the manner specified in Schedule 2 for the business purposes of the User (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the User);

the User may not use the Software other than as specified in this Agreement without the prior written consent of Rosterfy, the User acknowledges that additional fees may be payable on any change of use approved by Rosterfy; and

except as expressly stated in this clause 2, the User has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the User, unless the Rosterfy is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the User shall request the Rosterfy to carry out such action or to provide such information before undertaking any such reduction.

FEES

The User will pay Rosterfy the Fees described in Schedule 1 or within the Panda Doc Proposal sent to you. Should the scope of the Support Services change upon the User’s request, Fees shall be reviewed by mutual agreement between the parties. The Licence Fee shall be paid in advance in one payment annually and shall be due by the date set forth in the associated invoice provided.

PAYMENT METHODS

Full payment of invoices must be received by Rosterfy by wire transfer. If the User fails to make any payment due to Rosterfy under this agreement by the due date for payment, then without limiting Rosterfy’s remedies under clause 14, the User shall pay interest of 1.5% per month above the base rate of the Bank of England from time to time, or the maximum permitted by law, whichever is higher, together with the overdue amount. Such interest shall accrue from the due date until full payment of the overdue amount, whether before or after judgement. Additionally, the User will pay all costs and expenses incurred in collecting the overdue payment. The User shall be responsible for all taxes associated with the Software and the Support Services.

ROSTERFY OBLIGATIONS

Upon acceptance of this Agreement, Rosterfy shall: (e) provide the User with all necessary access codes for login to the Software; and (f) begin providing the Support Services.

Rosterfy shall ensure that all available updates, enhancements, improvements, additions, modifications and bug patches for the Software are made available to the User as soon as practicable, but Rosterfy has no obligation to develop or provide any updates or revisions to the Support Services or Software, and Rosterfy reserves the right to alter or adjust performance specifications for the Support Services and Software as it deems necessary or desirable.

The exercise by Rosterfy of the provisions of this Agreement shall at all times be in a manner that is reasonably consistent with the good name, the goodwill, reputation and image of the User and the Events.

Rosterfy may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement, provided it gives written notice to the User.

USER OBLIGATIONS

The User shall: (g) ensure that the number of persons using the Software does not exceed the number set out in Schedule 1; (h) keep a complete and accurate record of the User's copying and disclosure of the Software and its users, and produce such record to Rosterfy on request from time to time; and (i) notify Rosterfy as soon as it becomes aware of any unauthorised use of the Software by any person. The User shall not: (j) sub-license, assign or novate the benefit or burden of this Agreement in whole or in part; (k) allow the Software to become the subject of any charge, lien or encumbrance; or (l) deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of Rosterfy.

The User represents, covenants, and warrants that it will use the Support Services and Software only in compliance with Rosterfy’s standard published policies and all applicable laws and regulations. Although Rosterfy has no obligation to monitor the User’s use of the Support Services and Software, Rosterfy may do so at any time and without notification to the User and may prohibit any use of the Support Services or Software if it believes that the User may be (or alleged to be) in violation of the foregoing.

The User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Support Services and Software, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like, plus event supplies such as paper materials, lanyards, and printers (collectively for the purpose of this clause, “Equipment”). The User shall also be responsible for maintaining the security of the Equipment, the User’s account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of the User’s account or the Equipment with or without the User’s knowledge or consent.

The User shall obtain all necessary consents to send text communications to users of the Software. All text communications initiated by the User to a user via the Software shall comply with all applicable laws and only be sent as necessary for use of the Software.

CONFIDENTIALITY

Confidential Information includes all confidential information (however recorded or preserved) relating to the Purpose which the Discloser or its Representatives directly or indirectly discloses, or makes available, to the Recipient or its Representatives during this agreement in connection with this agreement, including but not limited to: (m) any information that would be regarded as confidential by a reasonable business person relating to : (i) non-public information regarding features, functionality, and performance of the Services and Software; (ii) the business, affairs, customers, clients, suppliers, intentions, of either party; and (iii) the operations, processes, product information, know-how, designs, trade secrets or software of either party; (n) any information developed by the parties in the course of carrying out this agreement; and (o) any confidential business, technical or financial information relating to the Discloser’s business.

Each party shall keep the other party's Confidential Information confidential and shall not: (p) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or (q) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 7.

The Recipient agrees: (r) to take reasonable precautions to protect such Confidential Information; and (s) not to use (except in performance of the Support Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.

The Discloser agrees that the Confidential Information obligations set out in this clause 7 shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Recipient can document: (t) is or becomes generally available to the public (other than as a result of its disclosure by the Recipient or its Representatives in breach of this clause); (u) was in its possession or known by the Recipient on a non-confidential basis prior to receipt from the Discloser; (v) was rightfully disclosed to it without restriction by a third party; (w) the parties agree in writing it is not confidential or may be disclosed; and (x) is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

The User may disclose Rosterfy’s Confidential Information only to those of its Representatives who need to know such information for the Permitted Purpose, provided that: (y) the User ensures that such Representatives observe the confidentiality obligations in this clause 7, and acknowledges that the Support Services and Software may contain Confidential Information developed or acquired by Rosterfy and that all rights therein and in other Rosterfy Confidential Information remain the sole property of Rosterfy; (z) the User agrees to treat any communications and reports prepared under this agreement as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Rosterfy’s prior written consent; (aa) the User procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this agreement; and (bb) the User is at all times, liable for the failure of any of its Representatives to comply with the obligations set out in this clause 7.

If either party is required, or anticipates or has cause to anticipate that it may be required, by law or court order to disclose Confidential Information, they must immediately notify the other party of the actual or anticipated requirement and use its best endeavours (without breach of applicable law) to delay and withhold disclosure until the Discloser has had a reasonable opportunity to oppose disclosure by lawful means.

On termination of this agreement, each party shall: (cc) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; (dd) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and (ee) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14 (Termination).

DATA PROTECTION AND PRIVACY

Any personal information (hereinafter the Personal Data) collected, used, or accessed by Rosterfy or the User in the course of this agreement must be: (ff) used solely for the purposes contemplated by this agreement and only for the Term; (gg) dealt with in accordance with applicable Data Privacy Laws; and (hh) used only where there is a documented lawful basis for processing of such Personal Data relates.

For the purpose of applicable Data Privacy Laws, Rosterfy shall be a data processor and the User shall be the data controller (as such terms are understood under Data Privacy Laws). Accordingly Rosterfy shall process the Personal Data only on and in accordance with the documented instructions from the User.

Rosterfy shall process the Personal Data provided by the User only to the extent reasonably necessary or appropriate for the performance of the Agreement.

Rosterfy agrees to: (ii) maintain the confidentiality, integrity and safety of all Personal Data and to enforce all reasonably necessary and appropriate security and organisational measures for this purpose; (jj) implement the organisational and technical measures reasonably necessary and appropriate to ensure the protection of the Personal Data provided by the User against accidental or unlawful destruction, accidental loss, alteration, unauthorised access or disclosure as well as any form of unlawful processing; (kk) implement protection measures not less rigorous than those implemented by them for its own Personal Data of the same nature; and (ll) taking into account the nature of the processing, assist the User by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the User's obligation as a data controller to respond to requests for exercising the data subject's rights laid down by applicable Data Privacy Laws.

Rosterfy shall endeavour to assist the User in ensuring compliance with the obligations pursuant to applicable Data Privacy Laws, including security obligations, taking into account the nature of processing and the information available to Rosterfy. It shall inform the User of any security breach occurring about the Personal Data as soon as reasonably possible after becoming aware of the breach.

Rosterfy shall make available to the User all information necessary to demonstrate compliance with the obligations laid down under applicable Data Privacy Laws and allow for and reasonably contribute to audits (at the cost of the User), including inspections, conducted by the User or another auditor mandated by the User to verify compliance with applicable Data Privacy Law, provided that any such audit shall be strictly limited to the specific documents or information or part of any document or information that are reasonably necessary (as determined by Rosterfy acting reasonably) to demonstrate compliance with the obligations of the Data Privacy Laws as they directly relate to personal data that Rosterfy is the data controller of. Such audits shall be carried out no more than once in any twelve month period by the Controller or such designated auditor that Rosterfy is satisfied is not a competitor (as determined by Rosterfy, acting reasonably) and audits shall be on not less than 30 Business Days’ notice on a date agreed with Rosterfy and shall be carried out during normal working hours on a Business Day and shall not unreasonably disturb Rosterfy’s operations.

Rosterfy, when relating to the processing of Personal Data, shall not engage another processor without prior specific or general written authorisation of the User. Where Rosterfy engages another processor for carrying out specific processing activities on behalf of the User, the same data protection obligations as set out in this agreement shall be imposed on that other processor by way of a contract or other legal act under applicable Data Privacy Laws, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR, when effective. Where that other processor fails to fulfil its data protection obligations, Rosterfy as the initial processor shall remain fully liable to the User for the performance of that other processor's obligations.

For the purpose of clause 8.7, the User generally authorises Rosterfy to engage third party subcontractors in the course of providing services, including thpse detailed in the Schedules to this agreement together with any similar or replacement subcontractors appointed from time to time, and permit affiliates or third party subcontractors to process, access and/or store, the Controller’s personal data in one or more countries which are outside of the EEA and for which there are not adequate safeguards otherwise in place, provided that such processing takes place in accordance with the requirements of clause 8.10 and applicable Data Privacy Laws. The User has the right to object to any such changes that Rosterfy may introduce to appointed subcontractors

The User shall retain ownership of all User’s Personal Data collected by it (to the extent any property right may be considered to exist on any such data) and then processed in the Software by Rosterfy. The User may access and export, through and from the Software, the User’s Personal Data at all time during the performance of this Agreement.

In the event of transfers of the Personal Data provided by the User outside of the EEA, any such transfers shall be made with an adequate level of protection of transferred Personal Data, which may be achieved by the introduction of suitable agreements including the standard contractual provisions drafted by the EU Commission (or equivalent) will be entered into between the User acting as a data controller and the Subsidiaries or sub-processors of Rosterfy acting as data processors, or any other third party intervening in the scope of this Agreement, unless there is a specific agreement entered into between the EU Commission and the third party country at stake recognising that the law of such a country is of an adequate protection level compared to EU law protection level, in which case the terms of this EU/third party country agreement will apply. For the purpose of this clause, the User hereby grants Rosterfy a mandate to enter into the EU standard contractual provisions (or equivalent) with third party subcontractors or affiliates on its behalf as its agent.

As required under applicable law, the individual holders of the said Personal Data on the User’ side will have a right to be informed, right of access, right to rectification, right to erasure, right to restrict processing, right to data portability, right to object and right to decision making and profiling with respect to all their Personal Data. Rosterfy undertakes to provide reasonable assistance and co-operation at the Users sole cost in order to enable the User to fulfil its obligations to respond to such request without undue delay and in any case no later than four (4) weeks after Rosterfy received such notice.

Upon the expiration or termination of this agreement and at User’s written direction, Rosterfy undertakes to return or destroy, all Personal Data and copies thereof processed on behalf of the User in an automated or manual manner to the User within one month, unless Rosterfy are required by applicable law to retain the Personal Data. Where the User terminates part only of the services that Rosterfy provide to it, then this clause 8.12 shall only apply to the part of the services that have been terminated.

Rosterfy may, at any time on not less than 15 days’ notice, revise, replace or supplement this clause 8 with any applicable data processing agreement that may be agreed between the parties, or specific controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply by attachment to this agreement).

PROPRIETARY RIGHTS; NO RIGHT TO COPY, MODIFY, OR DISASSEMBLE

The Support Services and Software provided Rosterfy and all copies thereof are proprietary to and the property of Rosterfy, regardless of whether the subject matter of such property, including intellectual property, is registrable and whether that property arises during or after the termination of this agreement. The User acknowledges that all Intellectual Property Rights associated with the Support Services and Software belong and shall belong to Rosterfy, and the User shall have no rights in the Support Services and Software other than the right to use it in accordance with the terms of this licence.

Notwithstanding anything to the contrary, Rosterfy shall have the right to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the Support Services, Software, and related systems and technologies in accordance with its Privacy Notice. Rosterfy will be free (during and after the Term hereof) to (mm) use such information and data to improve and enhance the Support Services and Software and for other development, diagnostic, and corrective purposes in connection with the Support Services and Software; and (nn) disclose such data solely in aggregate or other de-identified form in connection with its business.

The User may not (and shall not permit any third party) to copy, reproduce, adapt, reverse engineer, decompile, disassemble, modify, adapt, attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Support Services or Software in whole or in part without Rosterfy’s prior written consent, except as reasonably needed to perform its obligations under this agreement. Each copy of Software or documentation made by the User must contain Rosterfy’s proprietary and copyright notices in the same form as on the original.

The User agrees to secure and protect the Support Services or Software and all copies thereof in a manner consistent with the maintenance of Rosterfy’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.

Rosterfy is not authorised by this agreement to exploit, in any form or by any means, the User’s registered or unregistered trademarks, except with the User’s prior written agreement. Rosterfy may include the denomination of the events of the User in its press release, provided Rosterfy has first obtained the prior written approval of the User.

PUBLICITY

Rosterfy agrees not to refer publicly to any status and/or description that might suggest a partnership with the User or the events of the User and/or not to use a brand and/or distinctive sign of any kind which the User is the owner or which is exploited by the User without the prior written consent of the User (to not be unreasonably withheld or delayed).

WARRANTY; DISCLAIMERS; LIMITATION ON LIABILITY

Rosterfy shall use reasonable efforts consistent with prevailing industry standards to maintain the Support Services and Software in a manner which minimises errors and interruptions in the Support Services and Software. Support Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rosterfy or by third-party providers, or because of other causes beyond Rosterfy reasonable control, but Rosterfy shall use its reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, Rosterfy does not warrant that the Support Services or Software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Support Services or Software. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SUPPORT SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND ROSTERFY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Except as expressly stated in clause 11.5 Rosterfy shall not in any circumstances have liability for any losses or damages which may be suffered by the User (or any person claiming under or through the User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (oo) cost of procurement of substitute goods, services, or technology; (pp) any indirect, exemplary, incidental, special, or consequential damages; (qq) any matter beyond Rosterfy group’s reasonable control; (rr) special damage even if Rosterfy was aware of the circumstances in which such special damage could arise; (ss) use or loss or inaccuracy or corruption of data; (tt) loss of profits; (uu) loss of anticipated savings; (vv) loss of business opportunity; (ww) loss of goodwill; or (xx) loss or corruption of data, provided that this clause 11.2 shall not prevent claims for loss of or damage to the User’s tangible property that fall within the terms of 11.3 or any other claims for direct financial loss that are not excluded by any of categories (a) to (j) inclusive of this clause 11.2.

The total liability of Rosterfy, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fees paid during the foregoing 12 months by the User; and

The User agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) Rosterfy shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement.

The exclusions of clause 11.2 shall apply to the fullest extent permissible at law, but Rosterfy does not exclude liability for: (yy) death or personal injury caused by the negligence of Rosterfy, its officers, employees, contractors or agents; (zz) fraud or fraudulent misrepresentation; or any other liability which may not be excluded by law.

All dates supplied by Rosterfy for the delivery of the Software or the provision of the Support Services shall be treated as approximate only. Rosterfy shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

INDEMNITY

The User shall defend, indemnify, and hold Rosterfy, from and against any and all third party claims and liabilities (including, without limitation, reasonable attorneys' fees and costs) arising from or in connection with:

(aaa) any material breach by Rosterfy of a clause within this agreement; (bbb) any material failure by Rosterfy or its Representatives to comply with any relevant laws; (ccc) any material failure by Rosterfy or its Representatives to perform all or any of its obligations under this agreement.

NO PARTNERSHIP

This Agreement does not create or evidence a partnership or joint venture between the Parties.

TERMINATION

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (ddd) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or (eee) the other party suffers an event of insolvency or financial distress which reasonably leads the party serving notice to consider that the other party is unable to pay amounts owing or is otherwise unable to perform its business. Without affecting any other right or remedy available to it, Rosterfy may terminate this agreement with immediate effect by giving written notice to the User if the User fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

On termination or expiry of this agreement: (fff) the User shall immediately pay to Rosterfy all of Rosterfy's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Rosterfy may submit an invoice, which shall be payable immediately on receipt; and (ggg) any provision of the Agreement, which is expressly or by implication intended to continue in force after such termination, shall continue notwithstanding termination. (hhh) Should the contract be a fixed term and the User wishes to terminate the contract before it’s expiry, the User must pay the amount equivalent to 50% of the remaining months license fees to Rosterfy.

Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry

NOTICES

• if delivered by hand, the day of delivery but if delivery takes place after 4:00 pm on a Business Day or on a day that is not a Business Day then it is deemed served, given, and received on the next Business Day; • if posted, three (3) Business Days after the day it is posted; • if by email, on the day of sending but if transmission is not on a business day or is not completed by 4:00 pm on a Business Day then it is deemed served, given and received the next Business Day.

The address and email address at which a party may be served or given notices under this Agreement is its address and facsimile number as appearing in this Agreement or such other address or facsimile number for service it notifies the other parties of in writing.

DISPUTE RESOLUTION

NO WAIVER

A waiver by one party of another party’s default under this agreement will not constitute a release of the defaulting party’s obligation to observe and perform all of its obligations under this agreement in the future.

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

SEVERABILITY

If any part of this agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this agreement which shall remain in full force and effect.

EXECUTION OF COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but the counterparts together are one and the same agreement.

FURTHER ASSURANCE

Each party must promptly at its own cost do all things (including executing all documents) necessary or desirable to give full effect to the agreement.

ENTIRE UNDERSTANDING

This agreement, the schedules and any documents annexed as appendices to this agreement or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this agreement.

INTERPRETATION

The Parties acknowledge that this agreement and all the terms and conditions contained herein have been fully reviewed and negotiated by the Parties and their respective counsel. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of the agreement.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

a. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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