End User License Agreement (EULA)

This End User Licence Agreement (as amended under clause 13.2) ("EULA") is a legal agreement between CME and the Attendee (both as defined below).

By logging into the Platform using the credentials provided, the Attendee agrees to be bound by the terms of this EULA. If the Attendee does not agree to the terms of this EULA, it may not permit any employee or agent to log-in, use or otherwise access the Platform.

This EULA applies to the exclusion of any other terms that the Attendee may seek to impose, or which are implied by trade, custom, practice or course of dealing.

* Note particularly clause 6 (Limitation of Liability) *

1. Interpretation

1.1. In this EULA:

1.1.1. person includes a natural person, corporate or unincorporated body;

1.1.2. a reference to CME or the Attendee includes its personal representatives, successors and permitted assigns;

1.1.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation;

1.1.4. any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words;

1.1.5. a reference to writing or written includes emails but excludes faxes; and the following definitions apply:

2. Platform

2.1. In consideration for the agreement of the Attendee to abide by the terms of this EULA, CME hereby grants to the Attendee a non-exclusive licence to use the Platform and the Documentation in accordance with this EULA.

2.2. Use of the Platform and Documentation shall be restricted to:

2.2.1. the Attendee;

2.2.2. the events which the Attendee is permitted to attend; and

2.2.3. object code form.

2.3. The Attendee acknowledges that the Platform is provided on an "as is" basis.

2.4. Any unauthorised modifications or use of the Platform by the Attendee (or on behalf of the Attendee, other than by CME's personnel) shall render all CME's warranties and obligations under this EULA null and void.

2.5. Notwithstanding any other provision, CME specifically denies any implied or express representation that the Platform will:

2.5.1. be fit to operate in conjunction with any hardware items or software products other than with those that are identified in the Documentation as being compatible with the Platform; or

2.5.2. operate uninterrupted or error-free.

2.6. Except as expressly licensed, the Attendee has no right (and shall not permit any Third Party) to copy, adapt, reverse engineer, access all or any part of the Platform in order to develop software which competes with the same, decompile, disassemble, modify, adapt or make error corrections to the same in whole or in part.

3. Third-Party Software

3.1. The attendee acknowledges and agrees that certain events may leverage Third-Party Software (e.g. to stream video content to those in attendance) which is the subject of its own Third-Party Licence. The terms of this clause 3 apply in respect of any Third-Party Software made available to the Attendee.

3.2. The Attendee acknowledges and agrees that:

3.2.1. CME is making such Third-Party Software available pursuant to the terms of the applicable Third-Party Licence and such software is provided "as is" and expressly subject to the disclaimer in clause 6.1; and

3.2.2. any such Third-Party Software made available by CME may only be used according to the terms and conditions of the relevant Third-Party licence.

3.3. The Attendee shall comply with the terms of all relevant Third-Party licences.

4. Intellectual Property

4.1. CME warrants that it has, and will continue to have, all necessary rights in and to any and all Intellectual Property Rights that it purports to grant to the Attendee.

4.2. The Attendee acknowledges and agrees that CME and/or its licensors own all Intellectual Property Rights in the Platform.

4.3. Except as expressly stated herein, this EULA does not grant the Attendee any Intellectual Property Rights or any other rights or licences to, in or in respect of the Platform.

5. Attendee's Obligations

5.1. The Attendee shall:

5.1.1. comply with any and all obligations which are set out in the Documentation which are stated to be performed by the Attendee and any other obligations which are apparent or would be ordinarily expected to be complied with by the Attendee in the ordinary course of receipt of similar software;

5.1.2. provide such assistance as may be reasonably requested by CME from time to time;

5.1.3. not do or permit anything to be done that will or may damage the business, reputation, image and/or goodwill of CME; and

5.1.4. be solely responsible for procuring and maintaining any necessary network connections and telecommunications links from its systems to the Platform.

5.2. The Attendee shall not:

5.2.1. use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform;

5.2.2. infringe our intellectual property rights or those of any Third Party in relation to their use of the Platform;

5.2.3. transmit any material that is defamatory, offensive or otherwise objectionable via the Platform;

5.2.4. use the Platform in a way that could damage, disable, overburden, impair or compromise CME's systems or security or interfere with other users; or

5.2.5. collect or harvest any information or data from the Platform or attempt to decipher any transmissions to or from any of CME's servers.

6. Warranties, Indemnities & Limitation of Liability

6.1. All representations or warranties (whether written or oral, express or implied by statute, common law or otherwise) apart from those expressly set out in this EULA are hereby excluded. In particular, but without prejudice to the generality of the foregoing, CME makes no representation or gives any warranty (whether express or implied, statutory and/or otherwise), and will have no liability, regarding the fitness of the Platform for any purpose, whether or not such purpose is disclosed to CME.

6.2. The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:

6.2.1. any breach of this EULA howsoever arising; and

6.2.2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this EULA.

6.3. Nothing in this EULA shall limit or exclude CME's or the Attendee's liability for:

6.3.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

6.3.2. fraud or fraudulent misrepresentation; and

6.3.3. any other liability which cannot be limited or excluded by Applicable Law.

6.4. Subject to clause 6.3, CME's liability in respect of loss or damage under this EULA in any 12-month period shall not exceed £500, however that liability arises including breach of contract, tort, misrepresentation or breach of statutory duty.

6.5. Subject to clause 6.7, in no event will CME be liable to the Attendee (whether in contract, tort, negligence or otherwise):

6.5.1. for any loss not flowing directly and naturally in the ordinary course of events from its own act or omission;

6.5.2. for any loss of profit, revenue, use, anticipated savings, data, goodwill or opportunity or damage to reputation;

6.5.3. for any indirect, special or consequential loss or damage;

6.5.4. to the extent that any delay in performing or failure to perform CME's obligations is due to a failure by the Attendee to perform its own obligations or if delay results from a failure by the Attendee to comply with reasonable requests by CME for instructions, information or action required by it to perform its obligations within a reasonable time; or

6.5.5. for the consequences of any acts or omissions of the Attendee.

6.6. In no event shall CME be liable for any loss, destruction, alteration or disclosure of any data caused by any Third Party.

7. Term and Termination

7.1. Without prejudicing any other right or remedy available to it, CME may terminate this EULA with immediate effect by giving written notice to the Attendee if:

7.1.1. the Attendee commits a material breach of any term of this EULA; or

7.1.2. the Attendee repeatedly breaches any of the terms of this EULA in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms under this EULA.

8. Consequences of Termination

8.1. On termination for any reason:

8.1.1. all rights granted to the Attendee under this EULA shall cease; and

8.1.2. the Attendee shall cease all activities authorised by this EULA.

9. Assignment

9.1. The Attendee may not freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under this EULA without the consent of CME, such consent not to be unreasonably withheld or delayed.

9.2. CME may freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under this EULA without the prior written consent of the Attendee.

10. Force Majeure

10.1. Neither party shall be in breach of this EULA nor liable for delay in performing, or failure to perform, any of its obligations under this EULA if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes; lock-outs or other industrial disputes (except with respect to that party's own employees); acts of God; war; riot; civil commotion; compliance with any law or governmental order, cyberattack (subject to that party's cybersecurity procedures being in accordance with good industry practice), rule, regulation or direction; accident; fire; flood; epidemic or pandemic; or storm. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 2 months , the party not affected may terminate the relevant contract (together with any other arrangement between the parties) by giving 10 Business Days written notice to the other party.

11. Notices

11.1. A notice given pursuant to this EULA shall be in writing, addressed to the place of business of the relevant party. In the case of CME, the notice may also be sent by email to support@connectmyevent.com.

11.2. Such notices shall be:

11.2.1. delivered personally;

11.2.2. sent by email; or

11.2.3. sent by pre-paid special delivery.

11.3. A notice is deemed to have been received:

11.3.1. if delivered personally, at the time of delivery;

11.3.2. in the case of email, at the time of transmission, provided a delivery notification is obtained evidencing delivery of the email (and if none, at 9:00AM on the next Business Day following the date of transmission); and

11.3.3. in the case of special delivery, the date on which delivery takes place, as evidenced by the acknowledgement from the Royal Mail,

provided that, if receipt is not within Normal Business Hours on a Business Day, delivery shall be deemed to be when business next starts in the place of receipt.

12. Dispute Resolution

12.1. If a dispute arises out of or in connection with this EULA (a "Dispute") then the parties shall follow the procedure set out in this clause 12:

12.1.1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a "Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute;

12.1.2. refer the Dispute to a mutually-agreed third-party mediator within 14 days of receipt of the Dispute Notice.

12.2. If the Dispute is not resolved by mediation, then either party may commence court proceedings, but provided that nothing in this clause 12.2 shall prevent either party from either continuing with any means of alternative dispute resolution as may be agreed in writing from time to time, or seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.

13. General

13.1. A natural or legal person who is not a party to this EULA shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

13.2. Variations:

13.2.1. except as set out in this EULA, any variation, including the introduction of any additional terms and conditions, to this EULA shall only be binding when agreed in writing and signed by CME; and

13.2.2. a waiver of any right is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or Default. No failure or delay by a party in exercising any right or remedy under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under this EULA are cumulative and do not exclude rights provided by law.

13.3. The construction, validity and performance of this EULA shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

13.4. No delay or omission by the Attendee in exercising any of its rights or remedies under this EULA or under any Applicable Law on any occasion shall be deemed a waiver of, or bar to, the exercise of such right or remedy or any other right or remedy upon any other occasion.

13.5. In the event that any provision of this EULA shall be void or unenforceable by reason of any provision of Applicable Law, it shall be deleted, and the remaining provisions hereof shall continue in full force and effect and, if necessary, be so amended as shall be necessary to give effect to the original intent of this EULA so far as possible.

13.6. Nothing in this EULA is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.