Event Design App Services Terms of Service

These Event Design App Terms of Service (these “Terms of Service”) apply to your use of our website and all content, materials, tools, features and other elements and components of our website. By accessing, browsing, and/or using our website, you understand and expressly agree to these Terms of Service. These Terms of Service and any order confirmation (“Order Confirmation”) are collectively referred to herein as the “Agreement”). Event Design App, LLC (“Event Design App”, “we”, “us”, “our”) and you are sometimes referred to herein individually as a “Party” or collectively the “Parties.”

1. Our website, including all content, materials, tools, features, software and other elements and components of our website, including our event planning tools and Software, is sometimes referred to herein as the “Platform”). You will use the Platform solely for your internal and lawful business purposes and solely as the Platform is designed and provided by us. You 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 Platform including any software or documentation (the “Software”); modify, translate, or create derivative works based on the Platform or any Software or remove any proprietary notices or labels. Other than your right to access and use the Platform in accordance with this Agreement, you will have no rights to the Platform or the Software, including without limitation, any right to access the source code for the Software or to host the Software or to install the Software. You will use the Platform in compliance with our standard published policies then in effect from time to time and as posted on the Platform. Without limiting the generality of the foregoing, you will not (a) share or allow the sharing of log-in credentials, (b) exceed or attempt to exceed the number of permitted users or other permitted uses of the Platform as set forth in the Order Confirmation, (c) exceed or attempt to exceed the number of permitted GPU or A/I credits or tokens that you have paid for (i.e., GPU abuse), (d) resell, rent, sublicense or otherwise allow or permit any other or entity (other than your authorized users in accordance with the Order Confirmation) to access or use the Platform, (e) use the Platform to generate spam or scrape data, (f) use or attempt to use the Platform in any illegal, fraudulent and harmful manner, (g) use the Platform to build a competing product or service or to otherwise compete with the Platform or (h) access or attempt to access any data or information of any other users of the Platform. In addition, you will comply with those laws, treaties, regulations, and conventions applicable to your use of the Platform or the obligations under this Agreement, including without limitation those related to data privacy, international communications, and the transfer of technical or personal data. You understand that the Platform will generate 3D models and other images of event venues from photos, videos or other data provided and uploaded by you onto the Platform (the “Venue Images”). You will be solely responsible to ensure that you have the right to provide and upload the Venue Images onto the Platform for use on the Platform, including all logos, names, images, venue descriptions, etc. You also acknowledge and agree that we will own all rights to the 3D models and other images generated by the Platform from or in connection with the Venue Images and your use of the Platform (the “3D Models and Images”), and that, as the owner thereof, we will have the right to use such 3D Models and Images for our other clients and customers. You also understand and agree that the 3D Models and Images generated by the Platform are for visualization only and are not guaranteed to be accurate, including with regard to dimensions, layouts, measurements, locations of walls, pillars, objects, etc., and that it will be your responsibility to physically inspect the venues and to make any adjustments to the 3D Models and Images generated by the Platform based on the actual dimensions, layout, measurements and contents of the venue.
2. You will obtain and maintain any equipment and ancillary services needed to connect to, access, or otherwise use the Platform, including, a computer, mobile phone or tablet with an internet connection and a browser (collectively, “Equipment”). You will also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
3. Although we have no obligation to monitor your use of the Platform, we may do so and may prohibit any use of the Platform we believe may be (or alleged to be) in violation of this Agreement. You will indemnify us and our affiliates and our and their respective employees and representatives from and against any damages, losses, liabilities, and expenses, including reasonable attorney fees and other legal costs, of any third-party claim or allegation caused by or arising from or in connection with (a) our use of your data provided or uploaded by you onto the Platform (including, without limitation, the Venue Images and any claims made by any venues that are depicted in the Venue Images), (b) your violation of this Agreement, or (c) your acts or omissions in connection with the Platform.
4. We may provide tools through the Platform that enable you to export information, including your data, to third-party services, including through features that allow you to link your account on the Platform with an account on the third-party service or through our implementation of third-party buttons (the “Third Party Tools”). By using one of these Third Party Tools, you hereby authorize us to transfer that information to the applicable Third-Party Tool and its provider. Third-Party Tools are not under our control, and, to the fullest extent permitted by law, we are not responsible for any Third-Party Tool’s use of your exported or linked information. The Platform may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content. You will review the terms of use and privacy policy of any Third-Party Tools or websites before you share any of your data or information with such Third-Party Tools or websites. You acknowledge and agree that once such sharing occurs, we have no control over the information that has been shared, and that we are not responsible for outages, changes, rate limits, price changes, or failures of Third-Party Tools or websites.
5. You will pay us the applicable fees described in the Order Confirmation in accordance with the terms therein (the “Fees”). All payments made by you under this Agreement are non-refundable and non-creditable against other charges and fees. You will make all payments hereunder in US dollars. If Your use of the Platform exceeds the users, add-ons and other service set forth on the Order Confirmation or otherwise requires the payment of additional fees, you will be billed for such excess usage and You will pay the additional fees in the manner provided herein. We have the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to You (which may be sent by email). We may charge your credit card or may take payment from your bank account via ACH or electronic funds transfer in advance monthly for monthly subscriptions and annually for annual subscriptions. Monthly and annual subscriptions will terminate upon their expiration and will not automatically renew for successive terms. If you wish to continue to use the Platform after the expiration of your monthly or annual term, you must order a new term and generate a new Order Confirmation. If you believe that we have billed or charged you incorrectly, you must contact us no later than thirty (30) days after the closing date on the first billing statement in which such error or problem appeared, to receive an adjustment or credit. Failure to dispute an invoice within thirty (30) days will constitute your acceptance of the invoice and the related charges. Unpaid amounts are subject to a finance charge of the lesser of 1.5% per month or the maximum permitted by law, plus all expenses of collection and may result in immediate termination of the service. You will be responsible for all taxes associated with your use of the Platform other than taxes based on our net income.
6. We will own and retain all right, title and interest in and to (a) the Platform (including the Software and all 3D Models and Images), all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Platform, (c) all intellectual property rights related to any of the foregoing, and (d) any data that is based on or derived from your data and provided to you as part of the services provided on the Platform. Notwithstanding anything to the contrary, we will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information concerning your data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other offerings by us or our affiliates, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. You may not disclose, reproduce, distribute, modify, abstract, or otherwise use items delivered to you by us other than in connection with the Platform. You acknowledge that, except for the limited rights granted to you to use the Platform in accordance with this Agreement, we own all right, title, and interest in and to the Platform and Software.
7. We appreciate the thoughts and comments from our clients regarding our products and services. If you choose to provide input and suggestions regarding existing functionalities, or problems with or proposed modifications or improvements to the Platform (“Feedback”), you agree that all such Feedback will be owned by us, and you hereby assign, transfer and convey to us all rights in and to such Feedback without any additional consideration or compensation payable to you. Without limiting the generality of the foregoing, we will have the unrestricted right to use, modify and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Platform or Software and to create other products and services, without any requirement of attribution to you.
8. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control. We do not warrant that the Platform will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from use of the Platform. We reserve the right to make changes to the Platform. WE AND OUR EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS PROVIDE THE PLATFORM AND SOFTWARE ON AN AS-IS AND AS-AVAILABLE BASIS AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND FURTHER DISCLAIM ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE PLATFORM OR ANY SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE FUNCTIONS CONTAINED IN SUCH PLATORM AND SOFTWARE WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM, THAT THE PLATFORM AND SOFTWARE ARE RESISTANT TO HACKING, MALICIOUS INTRUSION BY THIRD-PARTIES, OR ANY OTHER UNAUTHORIZED ACCESS.
9. THE AGGREGATE LIABILITY OF EVENT DESIGN APP AND ITS EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FOR ANY CLAIMS DERIVING FROM OR ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE PLATFORM WILL NOT EXCEED THE FEES PAID BY YOU TO EVENT DESIGN APP UNDER THE ORDER CONFIRMATION FOR THE ONE MONTH PERIOD PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EVENT DESIGN APP OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHAT CAUSE OF ACTION (INCLUDING NEGLIGENCE) OR CLAIM FOR RELIEF IS ASSERTED, IN NO EVENT WILL EVENT DESIGN APP OR ITS EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA, LOST TIME, LOST SAVINGS, LOST CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, OR FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM EVEN IF EVENT DESIGN APP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any failure by us to enforce strict performance by you of any provision herein will not constitute a waiver of the right to subsequently enforce such provision or any other provision of this Agreement. This Agreement is not assignable or transferable or sublicensable by you without our prior written consent. We may freely assign this Agreement. This Agreement contains the entire understanding of the Parties hereto relating to the subject matter hereof and supersedes all prior and collateral agreements, understandings, statements, and negotiations of the Parties relating to such subject matter. You acknowledge that no representations inducements, promises or agreements, oral or written, with reference to the subject matter hereof have been made by use other than as expressly set forth herein. No agency, partnership, joint venture, or employment is created because of this Agreement, and you do not have any authority of any kind to bind Event Design App in any respect whatsoever. We make no representation that materials in the Website are appropriate or available for use in locations outside of the United States. If you access this website from outside the United States, be advised that this website may contain references to products and services that are not available or are prohibited in your country.
11. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES. EACH PARTY IRREVOCABLY AGREES THAT ANY LEGAL ACTION, SUIT, OR PROCEEDING IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, STATE OF CALIFORNIA. EACH PARTY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION, SUIT, OR PROCEEDING AND IRREVOCABLY WAIVES ANY RIGHT TO CLAIM OR ASSERT FORUM NON CONVENIENS AND SUBMITS TO THE JURISDICTION OF SUCH COURTS IN ANY SUIT, ACTION OR PROCEEDING.