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Meetaverse General Terms and Conditions

Welcome to the Meetaverse!
These General Terms and Conditions (“Terms and Conditions”) serves as an integral part of the order form (“Order Form”) executed between Allseated, Inc. (“Allseated”) and the Customer indicated therein (the “Customer”) in connection with the access and use of Allseated proprietary platform commercially known as “Meetaverse” by Customer and its End Users (as defined below).

ACCEPTANCE OF TERMS
The terms of the Order Form and these Terms and Conditions shall collectively constitute the contract between Allseated and the Customer, effective as of the date indicated in the Order Form (“Effective Date”). Execution of the Order Form and/or access and/or use of the Subscription Services by the Customer or any of its End User constitutes the acceptance by Customer of the Order Form and these Terms and Conditions, including, without limitation, Allseated Privacy Policy (https://www.meetaverse.com/privacy-policy/) , as may be amended from time to time. In the event of a conflict between the provisions of the Order Form and these Terms and Conditions, the provisions of the Order Form shall prevail with respect to the Subscription Services provided thereunder. Customer represents and warrants that its representatives executing the Order Form have the authority to bind that organization or entity to the Order Form and these Terms and Conditions.


AllSeated reserves the right, in its sole discretion, to modify or replace any of these Terms and Conditions at any time by posting the modified Terms and Conditions on the Meetaverse website (www.meetaverse.com), or via email to the address indicated in the Order Form. Continued use of the Subscription Services after a notification was sent and became effective will be deemed as Customer’s acceptance to the amended terms. If a change to these Terms and Conditions is not acceptable to Customer and if it also constitute a material adverse effect on the ability of the Customer to use the Subscription Services, as previously used, Customer sole remedy is to cease accessing, browsing or otherwise using the Subscription Services. No refunds will be provided.


SUBSCRIPTION SERVICES; ACCESS AND USE
Subscription Services. Subject to these Terms and Conditions, AllSeated hereby grants Customer a limited, non-exclusive, non-transferable (except as permitted hereunder) right to Use the Subscription Services during the Term, solely for Customer’s internal business purposes in accordance with, and subject to, the Licensed Volume. Customer, in its discretion, may subscribe for additional features or other upgrades to the Subscription Services as may be offered from time to time by Allseated. It is clarified that the Subscription Services do not include provisions of any content, event management services or event host services, all of which are the Customer sole responsibility. Allseated does not offer design layout or content consulting services.


Services Access and Use. Customer shall solely determine the appropriate access controls and shall otherwise govern and maintain all aspects of user interactions (group and 1:1 conversations, chats, presentations and the like) and data transfers (files, videos and such), within the platform. Allseated assumes no responsibility in connection with the foregoing and shall not provide any monitoring or screening services in connection therewith.


Use Restrictions. Customer will not, and will not permit any Person (including, without limitation, End Users), at any time, to directly or indirectly: (i) Use the Subscription Services in any manner beyond the scope of rights expressly granted herein; (ii) modify or create derivative works of the Subscription Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease Use of the Subscription Services to any other Person, or otherwise allow any Person to Use the Subscription Services for any purpose other than for the benefit of Customer as permitted herein; (v) Use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby; or (vii) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by AllSeated for use expressly for such purposes; or (viii) Use the Subscription Services, Documentation or any other AllSeated Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Subscription Services.


End Users. Customer will not allow any Person other than End Users to Use the Subscription Services. Customer may permit End Users to Use the Subscription Services, provided that (i) the Use, including the number of End Users, does not exceed the Licensed Volume; and (ii) As between the parties, the Customer shall be responsible for the acts or omissions of its End Users, including without limitation, in connection with compliance with these Terms and Conditions and Customer’s obligations and the restrictions set forth in Section 2(b). All End Users will be required to confirm and accept the Terms and Conditions for Attendees as part of their access process to the Subscription Process (which may be updated from time to time) (the “User Terms”). Company may suspend or terminate any End User’s access to the Subscription Services upon notice to Customer in the event that Company reasonably determines that such End User has violated the User Terms or these Terms and Coditions. Customer will, and will require all End Users to, use all reasonable means to secure any applicable usernames and passwords, hardware and software used to access the Subscription Services in accordance with customary security protocols, and will promptly notify AllSeated if Customer knows or reasonably suspects that any username and/or password has been compromised.
Third-Party Services. Certain features and functionalities within the Subscription Services may allow Customer and End Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Subscription Services, including, without limitation, integration with any Third-Party Services as indicated in the Order Form. Third-Party Services may also include Customer’s technologies or information accessible through the Use of the Subscription Services. AllSeated does not provide any aspect of the Third-Party Services and is not responsible therefor, including, without limitation, for any compatibility issues, errors or bugs in the Subscription Services or Third-Party Services caused in whole or in part by the Third-Party Services. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Subscription Services. In addition, integration with Third Party Services may be subject to payment in full of the relevant fees indicated in the Order Form and the active assistance of the Customer (and/or any other relevant third party) as reasonably required by Allseated. Failure to pay such fees or to provide such assistance may cause adverse effects on the ability of the Customer to utilize the Service, such as a delay in the launch date or a reduced functionality of the Subscription Services, for which Allseated shall bear no liability.
Feedback. From time to time Customer or its employees, contractors, or representatives may provide AllSeated with suggestions, comments, feedback or the like with regard to the Subscription Services (collectively, “Feedback”). Customer hereby grants AllSeated a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with AllSeated’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Subscription Services.


FEES AND PAYMENT
Fees. Customer will pay AllSeated the non-refundable fees set forth in the relevant Order Form in accordance with the terms therein (“Fees”) and without offset or deduction. AllSeated reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days’ prior notice to Customer (which may be sent by email). Except as otherwise provided in the relevant Order Form, AllSeated will issue invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. If Customer has signed up for automatic billing, AllSeated will charge Customer’s selected payment method (such as a credit card or debit card) for any Fees on the applicable payment date, including any applicable taxes. If AllSeated cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and AllSeated will attempt to charge the payment method again as Customer may update its payment method information. In accordance with local law, AllSeated may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.


Payments. Payments due to AllSeated must be made in U.S. dollars or European Euros by check (if the Customer is based in Europe), wire transfer of immediately available funds to an account designated by AllSeated or such other payment method mutually agreed by the parties in the Order Form. All payments are non-refundable and neither party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other party. If Customer fails to make any payment when due, late charges will accrue (after the lapse of a 14 days’ cure period) at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and AllSeated may suspend Services until all payments are made in full. Customer will reimburse AllSeated for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.


Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to AllSeated hereunder, other than any taxes imposed on AllSeated’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to AllSeated hereunder, Customer will pay an additional amount, so that AllSeated receives the amounts due to it hereunder in full, as if there were no withholding or deduction.


CONFIDENTIAL INFORMATION
As used herein, “Confidential Information” means any information that a party (the “Disclosing Party”) provides to the other party (the “Receiving Party”) in connection with the Order Form or the Subscription Services, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Location Materials, Subscription Services and the Documentation will be deemed Confidential Information of AllSeated. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.


The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights hereunder; provided that AllSeated may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth herein, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.


Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Subscription Period for as long as such Confidential Information remains subject to trade secret protection under applicable law.


The Order Form will constitute Confidential Information of each party but may be disclosed on a confidential basis to a party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.


SUPPORT
AllSeated will provide Customer with reasonable technical support for the Subscription Services in accordance with the support terms set forth in Exhibit A.
OWNERSHIP, CUSTOMER MATERIALS AND DATA


AllSeated Ownership. Subject to the limited rights expressly granted hereunder, AllSeated reserves and, as between the parties will solely own, the AllSeated IP and all rights, title and interest in and to the AllSeated IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.


Customer Ownership. AllSeated acknowledges that, as between Customer and AllSeated and except as set forth in Section 6(b), Customer owns and retains all right, title and interest in and to all Customer Materials.


Grant of License in Customer Materials. Customer hereby grants AllSeated, and its affiliates, a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Subscription Services and AllSeated’s other related products, services and technologies during the Term.
Representations. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) and (ii) AllSeated’s use of the Customer Materials as permitted herein will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.


Data Processing Addendum. To the extent Customer Materials are “personal data” or “personal information” under applicable data protection laws, the parties agree to comply with the Data Processing Addendum attached hereto as Exhibit B.
Aggregate Data. AllSeated may collect, generate, process and analyze Aggregate Data and other information relating to the use and performance of the Subscription Services, including without limitation, any usage data or trends with respect to Subscription Services. “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or End Users’ Use of the Subscription Services, including, without limitation, any usage data or trends with respect to the Subscription Services. AllSeated shall own all right, title and interest in and to Aggregate data, and all Intellectual Property Rights therein or relating thereto. AllSeated agrees that (i) during the Term, it will not use Aggregate Data for the benefit of a third party in a manner that would permit reverse engineering of the Aggregate Data such that Customer can be identified as the source of such Aggregate Data, and (ii) upon expiration or termination of the Subscription Period, it will de-identify the Aggregate Data or, upon Customer’s request, destroy the Aggregate Data.


REPRESENTATIONS AND WARRANTIES
Each party hereby represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into Order Form and these Terms and Conditions and (ii) the execution, delivery and performance of the Order Form and these Terms and Conditions and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.


INDEMNIFICATION.
AllSeated Indemnification. Subject to Section 8(b), AllSeated will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that Customer’s Use of the Subscription Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by AllSeated (including reasonable attorneys’ fees) resulting from such Claim.
Exclusions. AllSeated’s obligations under Section 8(a) will not apply if the underlying third-party Claim arises from or as a result of: (i) Customer’s breach of the Order Form and/or these Terms and Conditions, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by AllSeated; (iv) modifications to the Subscription Services by anyone other than AllSeated; or (v) combinations of the Subscription Services with software, data or materials not provided or approved by AllSeated.


IP Remedies. If AllSeated reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, AllSeated may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue Use. If AllSeated determines that neither alternative is commercially practicable, AllSeated may terminate the Subscription Services, in their entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, AllSeated will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section 8 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Subscription Services.


Customer Indemnification. Subject to Section 8(e), Customer will defend AllSeated and its affiliated companies, and their respective officers, directors, employees, licensors subcontractors and representatives against Claims arising from (i) any Customer Materials, including, without limitation, (A) any Claim that the Customer Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) Use of the Subscription Services by Customer or its End Users in a manner that is not in accordance with these Terms and Conditions and/or the Documentation, including, without limitation, any breach of the license restrictions in Section 2(b), and in each case, will indemnify and hold harmless AllSeated against any damages and costs awarded against AllSeated or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.


Indemnification Procedures. The party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to any Claim) notify the other party (the “Indemnifying Party”) of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.


WARRANTY; DISCLAIMER.
AllSeated warrants that Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the completion of any Professional Services. As Customer’s sole and exclusive remedy and AllSeated’s entire liability for any breach of the foregoing warranty, AllSeated will promptly re-perform any Professional Services that fail to meet this limited warranty. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES AND OTHER ALLSEATED IP ARE PROVIDED ON AN “AS IS” BASIS, AND ALLSEATED, AND ITS AFFILIATED COMPANIES, MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS END USERS OR TO ANY OTHER PARTY REGARDING THE ALLSEATED IP, THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALLSEATED AND ITS AFFILIATES HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, ALLSEATED AND ITS AFFILIATES HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.


LIMITATIONS OF LIABILITY.
Exclusion of Damages. EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY (INCLUDING, ITS AFFILIATED COMPANIES) WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM, THESE TERMS AND CONDITIONS, THE ALLSEATED IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Total Liability. IN NO EVENT WILL ALLSEATED’S AND/OR ITS AFFILIATED COMPANIES TOTAL LIABILITY TO CUSTOMER OR ITS END USERS IN CONNECTION WITH AN ORDER FORM, THE ALLSEATED IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO ALLSEATED IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT ALLSEATED WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.


Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN ALLSEATED AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
TERM AND TERMINATION.


Subscription Period. The initial Subscription Period begins on the Effective Date and expires at the date indicated in the Order Form (the “Initial Term”). Following the Initial Term, the Subscription Period will automatically renew for additional periods of one (1) year(s) (each, a “Renewal Term”), unless either party provides the other with at least thirty (30) days’ written notice of its intent not to extend the Subscription Period prior to the end of the then-current Term.


Termination. Either party may terminate the Subscription Period, effective on written notice to the other party, if the other party materially breaches the Order Form, including these Terms and Conditions, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.


Survival. This Section 11(c) and Sections 1, 2(b), 2(c), 2(f), 3, 4, 6, 7, 8, 9, 10, 11(d) and 13 survive any termination or expiration of Subscription Period.
Effect of Termination. Upon expiration or termination of the Subscription Period: (i) the rights granted pursuant to Section 2(a) will terminate; and (ii) Customer will return or destroy, at AllSeated’s sole option, all AllSeated Confidential Information in its possession or control, including permanent removal of such AllSeated Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at AllSeated’s request, certify in writing to AllSeated that the AllSeated Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.


TRADEMARKS. Customer hereby grants AllSeated a limited, non-exclusive, royalty-free license to use and display Customer’s name, designated trademarks and associated logos (the “Customer Marks”) during the Subscription Period in connection with (i) the hosting, operation and maintenance of the Subscription Services; and (ii) AllSeated’s marketing and promotional efforts for its products and services, including by publicly naming Customer as a customer of AllSeated and case studies. All goodwill and improved reputation generated by AllSeated’s use of the Customer Marks inures to the exclusive benefit of Customer. AllSeated will use the Customer Marks in the form stipulated by Customer and will conform to and observe such standards as Customer prescribes from time to time in connection with the license granted hereunder.


GENERAL.
(a) Entire Agreement. These Terms and Conditions and the Order Form, including their exhibits, is the complete and exclusive agreement between the parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.

(b) Notices. All notices required or permitted hereunder will be in writing, will reference the Order Form, and will be sent to the relevant address set forth therein. Such notices will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.

(c) Waiver. Either party’s failure to enforce any provision of these Terms and Conditions will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms and Conditions will be effective unless it is in writing and signed by the party granting the waiver.

(d) Severability. If any provision of these Terms and Conditions or the Order Form is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms and Conditions or the Order Form, as applicable, will remain in full force and effect.

(e) Governing Law; Jurisdiction. Parties engagement hereunder will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms and Conditions and/or the Order Form will be brought exclusively in the federal or state courts located in San Francisco County, California and the parties irrevocably consent to the personal jurisdiction and venue therein.

(f) Assignment. Customer may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Allseated. Any attempted assignment or transfer to the contrary will be void. Notwithstanding the foregoing, either party may assign or transfer its right and obligations hereunder to a third party that succeeds to all or substantially all of the assigning party’s business and assets relating to the subject matter hereof, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, these Terms and Conditions are binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.

(g) Equitable Relief. Each party agrees that a breach or threatened breach by such party of any of its obligations under Section 4 or, in the case of Customer, Section 2(b), would cause the other party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(h) Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations hereunder (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

(j) Subcontracting. AllSeated may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that the AllSeated remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary herein, with respect to any third-party vendors including any hosting (e.g. MS Azure, AWS or Google) or payment vendors (e.g. PayPal), AllSeated will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of AllSeated.

(l) Export Regulation. Customer will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Subscription Services or software, or any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.

(m) U.S. Government End Users. The Subscription Services, software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth herein.

(n) No High Risk Use. The Subscription Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Subscription Services shall not be used for or in any high risk environment.

(o) Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing herein will be construed to establish any partnership, joint venture or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.

(p) No Third-Party Beneficiaries. No provision of these Terms and Conditions is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties and their respective successors and assigns.


DEFINITIONS.
“Aggregate Data” means any data that is derived or aggregated in deidentified form from [(i) any Customer Materials; or (ii)] Customer’s and/or its End Users’ Use of the Subscription Services, including, without limitation, any usage data or trends with respect to the Subscription Services.


“AllSeated IP” means the Subscription Services, the underlying software provided in conjunction with the Subscription Services, Location Materials, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services, Documentation and Aggregate Data, all improvements, upgrades, updates, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship and even such were made pursuant to the request or the advice of the Customer or any End User), and all Intellectual Property Rights in and to any of the foregoing.


“Authorized User” means an employee or contractor of Customer, or an individual to whom Customer has otherwise granted permission to, manage, access and/or use the Subscription Services on Customer’s behalf.


“Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Subscription Services or to AllSeated in connection with Customer’s Use of the Subscription Services, but excluding, for clarity, Aggregate Data and any other information, data, content or materials owned or controlled by AllSeated and made available through or in connection with the Subscription Services.


“Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by AllSeated to Customer (including any revised versions thereof) relating to the Subscription Services, which may be updated from time to time upon notice to Customer.


“End User” means an Authorized User or a Participant.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.


“Licensed Volume” means the limits, volume or other measurement or conditions of permitted Use for the applicable Subscription Service as set forth in the applicable Order Form.


“Location Materials” means the virtual venue(s) and the objects included therein (except to the extent such are considered to be Customer Materials) through which the Subscription Services are provided including without limitation, any 3D models, scans, textures, architecture, art, look and feel, user interface, images or other identifying features and any data related thereto.


“Order Form” means a (i) mutually executed order form or other mutually agreed upon ordering document; (ii) purchase order issued by Customer and accepted by AllSeated in writing; or (iii) quote issued by AllSeated and accepted by Customer, in each case which references these Terms and Conditions and sets forth the applicable Subscription Services to be provided by AllSeated. These Terms and Conditions shall only apply to the Order Forms which refer thereto.


“Participant” means an individual or an entity, other than an Authorized User, that Customer has authorized or invited to Use the Subscription Services as a participant or a guest.


“Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.


“Professional Services” means the implementation and/or other professional services, if any, to be provided by AllSeated to Customer as set forth in the relevant Order Form.


“Subscription Period” means the minimum subscription period indicated in the Order Form, as may extended as permitted herein.


“Subscription Services” means AllSeated’s cloud-based proprietary virtual event hosting platform branded “Meetaverse”, as more particularly described or identified in the applicable Order Form. Subscription Services may also include upgrades or additional features subscribed for the Customer separately.


“Use” means to use and access the Subscription Services in accordance with the Order Form, these Terms and Conditions and the Documentation.

EXHIBIT A –SUPPORT
AllSeated will provide reasonable technical support to Customer by electronic mail and/or phone in connection with its Use of the Subscription Services on weekdays during the hours of 9:00 a.m. to 18:00 p.m. German Time, with the exception of German federal holidays (“Support Hours”), subject to the following conditions: (i) prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (ii) Customer will reasonably cooperate with AllSeated support staff as needed to resolve the issue.

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