Onvine Platform Agreement

 

1. SCOPE

1.1. Services. Subject to this Agreement and payment of the applicable fees, Onvine will provide the Services specified in Your Order, and hereby grants You a non-exclusive, non-transferable, non-sublicensable (subject to Sections 1.2 and 1.3) revocable right to access the Platform and use the Services during the applicable Subscription Period. The license granted hereunder is personal to You, and You may not re-use or share Your license with a third party, such as Your own customer or client, unless otherwise agreed to in a separate writing. If you are an agency or reseller interested in our Certified Partner Program, contact us by emailing [email protected]

1.2. Non-Onvine Products. Non-Onvine Products are governed solely by the terms and privacy policies of such Non-Onvine Products. Onvine is not responsible or liable for, and makes no representations or warranties as to, any aspect of such Non-Onvine Products. By enabling Non-Onvine Products, You are expressly permitting Onvine to disclose Your Event Content and applicable account data as necessary to facilitate the use or enablement of such Non-Onvine Products. Integration with any Non-Onvine Product is provided as a courtesy and based on the then-current Non-Onvine Product’s service and integration method (e.g., API, iFrame, SDK). Onvine shall use reasonable efforts to continue such integration but makes no promises or guarantee that such integration shall remain throughout the Subscription Period.

1.3. Upgrades; Add-Ons. You can upgrade Your Subscription Plan or purchase Add-Ons at any time during Your Subscription Period by contacting us at [email protected]. Your upgrade or Add-On will be effective immediately once We successfully charge Your payment method for the increased fees. If Your Subscription Plan has the same renewal period (e.g., month-to-month or annual renewal), We will charge You for the prorated difference between Your current subscription and the upgraded one based on the number of days left in Your current Subscription Period so that Your Subscription Plan renewal date remains the same. If Your Subscription Plan is changing from month-to-month to annual, We will charge You immediately for the full annual Subscription Fee and reset Your renewal date for one year thereafter.

1.4. Downgrades. You can downgrade Your Subscription Plan or reduce Your Add-Ons during a Subscription Period in by contacting us on [email protected], but such downgrades will not become effective until the end of Your current Subscription Period, and You will not receive a refund or credit for such downgrade or reduction of features. You must remove Team Members before the downgraded renewal Subscription Period begins. Downgrading Your Subscription Plan may cause loss of content, features, or functionality of the Service available to You, and Onvine accepts no liability for such loss.

1.5. Support. Onvine provides 24/7 remote monitoring of the Platform and Services, and the help desk available 9am - 5pm (GMT) by emailing [email protected]. We will make commercially reasonable efforts to provide the Services, but availability is not guaranteed and may be disrupted, unavailable, or inoperable due to: (a) unforeseeable circumstances, or foreseeable circumstances that despite Our commercially reasonable measures to prevent are not within Our ability to fully prevent (including but not limited to widespread internet disruptions, interruption of services by Our service providers that was not caused by Us, and malicious third party acts); (b) emergency security measures; or (c) planned downtime of which We will give advance notice to the account owner. You acknowledge that while the Services are designed for ease of use, it is Your responsibility to ensure that any individuals involved in accessing and using the Services are appropriately trained to use any applicable third party technology, and have reviewed the relevant Onvine training materials and Documentation made available to You. You are solely responsible for procuring any third party cooperation reasonably required for the receipt of Services and for ensuring that Your IT infrastructure complies with the relevant specifications to use the Services provided by Onvine.

1.6.  Beta Features. Onvine may offer access to features, services, products, or integrations, that are pre-release, beta versions (“Beta Feature”). Access to and use of Beta Features may be subject to additional agreements. Onvine makes no representations or warranties that a Beta Feature will ever be made generally available and reserves the right to discontinue or modify a Beta Feature at any time without notice. Beta Features are provided AS IS, may contain bugs, errors or other defects, and Your use of a Beta Feature is at Your sole risk. The existence and details of the Beta Feature, and your feedback about the Beta Feature, are deemed the Confidential Information (as defined in Section 8.1) of Onvine.

2. TERM, TERMINATION

2.1. Term. Unless Your subscription expires due to non-renewal or is otherwise terminated earlier, at the end of your Subscription Plan it will automatically renew for a Subscription Period equal in length to the then-expiring Subscription Period. Unused Registrations expire at the end of the then-current Subscription Period and do not rollover to any renewal term.

2.2. Fee Changes. Onvine may increase or decrease the Subscription Fees at its sole discretion. Any change to the Subscription Fees will only become effective upon renewal of Your Subscription Plan. We will give you reasonable prior notice of any change in Subscription Fees to give you an opportunity to terminate Your Subscription Plan before such change becomes effective.

2.3. Non-Renewal. Either Party may elect to not renew any Subscription by providing notice at least thirty (30) days before the end of the then-current Subscription Period. Expiration of the Subscription Plan due to non-renewal will be effective as of the end of the then-current Subscription Period.

2.4. Termination for Cause. Either Party may terminate this Agreement or individual Order (a) effective upon notice to a Party due to its material breach that was not cured within thirty (30) days after receipt of a breach notice from the Party claiming breach; or (b) if the other Party becomes the subject of a petition in bankruptcy, or other proceeding, petition, notice, resolution, or order relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

2.5. Payment Upon Termination. If We terminate this Agreement or an individual Order for cause under Section 2.4, You must immediately pay any unpaid fees for the remainder of such Subscription Period, in addition to any other amounts You may owe Onvine.

2.6. Export of Event Content. For ten (10) calendar days after the effective date of termination or expiration of this Agreement, Your Event Content will be available to You for export or download as provided in the Documentation. After the ten (10) days, Onvine has no obligation to maintain or provide the Event Content, and may delete Your Event Content unless prohibited by Law.

3. CREDIT PLANS

3.1 Upgrades and Downgrades Credit plans purchased cannot be downgraded. Upgrades however, will be entertained.

3.2 Credit Term A Credit allows for the delivery (publication to live) of one event of a duration of no more than five (5) consecutive working days.

3.3 Expiry Credits will expire within one (1) year from the date of purchase.

3.4 Validity Credits are valid for use anytime within a year of purchase.

3.5 Fee Changes Onvine may increase or decrease the Credit Fees at its sole discretion. Any change to the Credit Fees will only become effective upon purchase of additional credits.

4. FEES AND PAYMENTS

4.1. Fees and Taxes; Payment Method. You authorize Onvine to charge Your credit card or other payment mechanism approved by Onvine (“Payment Method”), for any amounts due, including applicable sales, value-added, use, or withholding taxes assessable by any local, state, provincial or foreign jurisdiction, levies, duties, or similar governmental assessments (“Taxes”) immediately when due without prior notice to You. You must provide valid and current credit card payment information at all times. If You fail to make any timely payment, or fail to correct Your payment information when requested to effect Payment, We may suspend or end Your access to the Service, in addition to Our other remedies.

4.2. Taxes on Event Related Sales. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Sales Taxes") apply to sales You make using the Services, including but not limited to Your sale of Event tickets. You agree that it is Your sole responsibility to, and that You will, collect and remit the correct amounts of all such Sales Taxes to the applicable governmental authorities. Onvine cannot give you legal or tax advice, so please consult Your tax advisor about Sales Taxes. If a governmental authority requires Onvine to pay any Sales Taxes attributable to sales You make using the Services, You agree to promptly and fully reimburse Onvine for such Sales Taxes upon demand and all costs, penalties, interest and expenses related thereto.

4.3. Late Fees. In addition to any applicable late fees or charges, any unpaid principal balance shall accrue interest at the rate of 2% per month, or the highest rate of interest permitted by law, whichever is lower, starting fourteen (14) days after notice to You that payment is delinquent, until the balance is paid. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees.

4.4. Currency; No Refunds. All fees are due and payable in the currency specified by Onvine, unless otherwise agreed. All fees are non-refundable and Your payment obligations are non-cancelable.

4.5. Free Trial. Onvine may, at its sole discretion, offer a Subscription Plan with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Onvine until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription Plan, you will be automatically charged the applicable Subscription Fee for the type of Subscription Plan you have selected. During Your Free Trial, the Services are provided “AS-IS” and expressly excludes and disclaims all warranties as well as the Onvine indemnification in Section 11.

5. OWNERSHIP OF EVENT CONTENT

5.1. Event Content. As between You and Onvine, You are the owner of Event Content and retain all ownership rights thereto. You grant Onvine a non-exclusive, sub-licensable, license to use, store, edit, reproduce, modify and copy that Event Content solely as necessary for Onvine to provide You the Services.

6. DATA

6.1. Personal Data. We explain in detail how Personal Data is handled between the Parties in the Privacy Policy. You have sole responsibility for the legality, reliability, integrity, accuracy and quality of any Personal Data You provide to Onvine for processing. You must have an appropriate lawful basis (and where necessary have obtained valid consent or agreement) for processing Personal Data by You on and through the Platform. Neither Party will provide the other Party with any sensitive or special personal data, such as health data or financial account numbers.

6.2. DPA. The Onvine Data Processing Agreement (“DPA”) at https://www.executivegrapevine.com/gdpr-and-eprivacy-policy is incorporated by reference into this Agreement. Each Party agrees to comply with its respective obligations in the DPA.

6.3. Transfer of Personal Data. If Personal Data originates from a Team Member or Participant in the EEA, and such Personal Data is transferred to a non-EEA country, Onvine shall do so subject to the standard contractual clauses adopted by the European Commission.

6.4. Subprocessors and Subcontractors. You agree that Onvine may use third party processors and contractors, to process Event Content and personal data and to otherwise provide the Services. We shall be responsible for the acts and omissions of such subprocessors and subcontractors to the same extent We would be responsible if Onvine was performing the Services.

7. USE OF THE SERVICES

7.1. Seat and Registration Management. Each Subscription Plan includes a limited number of Team Member Seats that may be filled by Your Team Members and Registrations that may be filled by Your Participants. Team Member Seat login account credentials cannot be shared or used by more than one individual at a time, but Seats can be reassigned to replacement Team Members. You and Your Team Members must maintain the confidentiality of all Team Member login credentials and mechanisms. You shall not attempt to circumvent the Subscription Plan licensing and feature limits or restrictions. You are solely responsible for Your Team Members’ compliance with this Agreement and for all activities that occur under Your account, whether authorized or not (unless such unauthorized access was caused by Onvine). You acknowledge that Registrations are payable regardless of whether or not the Participant attends the Event. Onvine reserves the right to monitor Your usage of the Services for Your compliance.

7.2. Content and Conduct. You will comply with the Onvine Community Guidelines which are incorporated into this Agreement. Onvine has the right to remove any content if in Onvine’s reasonable opinion, that content does not comply with the Onvine Community Guidelines or exposes Onvine or Onvine’s users to any potential liability or risk. Onvine will make good faith efforts to promptly notify You (whether before or after the removal). We shall not be liable to You, Team Members, Participants, or any other third party for any such content removal.

7.3. Your responsibility for Users at Your Events. You will enforce the Onvine Terms & Conditions of Use with Your Participants and Team Members. You are liable for the actions or inactions of such Participants or Team Members under this Agreement as if they were Your own. Onvine is not liable to You for any violations of the Onvine Terms & Conditions by Your Participants or Team Members. You are responsible for all aspects of dealing with Your Participants and Team Members, such as Your Event-specific rules or conditions, securing consent or agreement from speakers, securing marketing consents from Participants, collection of payment from Participants, handling all complaints and inquiries related to ticket pricing and refunds, the specific details and content of Your Event, and personnel matters related to Team Members. If You become aware of any behavior by Participants that would constitute a violation of the Onvine User Terms, You are responsible for prohibiting any further access to the Event, which can be done at any time through Your account.

7.4. Modifications. Onvine may modify any feature or functionality of the Services and reserves the right to discontinue either at any time. Onvine shall provide You with commercially reasonable advance notice of deprecation of a material feature that affects You via email or the Platform.

7.5. Temporary Suspension. We reserve the right to suspend or restrict access to the Services if: (a) We reasonably believe that You or Your Event violate this Agreement or Your Team Members or Participants violate the Onvine User Terms; or (b) We suspect or detect any viruses, malware, Trojan horses, time bombs, or other similar harmful software connected to Your account, Event, or Participants. We shall not be liable to You or any third party for any such suspension.

7.6. Cooperation. You shall timely cooperate with Onvine to provision the Services, including but not limited to, giving Onvine accurate information, access, and materials as reasonably necessary to provide You the Services. You acknowledge that Your delay or failure to do so may result in Your inability to use all or a part of the Services, in which case Onvine will not be liable.

7.7. No Resale; Restrictions. Any licenses or rights granted to You hereunder are personal and non-transferable. You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Services to a third party. The foregoing does not prohibit authorized use of the Services by Your Team Member, Affiliates, and contractors, solely as reasonably necessary for You to use the Services; provided that such Team Members, Affiliates and contractors are legally bound to comply with Your obligations hereunder and You remain liable for their violation of this Agreement. You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or limiting mechanism on the Services or use the Services in a manner that interferes with or disrupts the integrity, security or performance of the Services; falsely imply any sponsorship or association with Onvine; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Services or Platform; (d) use or launch an automated system that accesses the Service (e.g., bot) in a manner that materially and adversely affects the security, availability, or stability of the Services; or (e) unlawfully use the Services or violate a person’s privacy rights.

7.8. System Requirements. Use of the Services requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.‍

7.9. Marketing Consent Responsibility. You are solely responsible for seeking and securing any and all marketing and communication consents from Participants in connection with Your Event and use of the Services. ‍While Onvine may provide features or functionality to facilitate Your marketing activities or collection of marketing consents, You are solely responsible for ensuring You comply with applicable law. Onvine does not provide advice on how to comply with Law for Your marketing activities.

8. ANALYTICS

8.1. Analytics. Onvine may aggregate, collect, and analyze information relating to the provision, use and performance of the Services, and may use such information to provide You the Services, and improve Our services and other offerings (“Analytics”). Onvine may also disclose the Analytics solely in an aggregated and anonymized format such that neither You, nor any other customer, individual or household, can be identified or re-identified, and solely for the purposes of providing You the Services and improving Our services and other offerings. Onvine may also disclose Analytics if required by law or government order.

8.2. Your Ownership. Any Analytics specific to You or Your Events are owned by You and are deemed Your Confidential Information (as defined in 8.1). Onvine will never use or disclose Your Analytics in a manner intended to allow any third party to identify or benchmark Your business practices and services.

9. CONFIDENTIAL INFORMATION

9.1. “Confidential Information” means all information disclosed by one Party to the other Party in tangible form and designated as confidential; or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality regarding such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

9.2. Each Party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise permitted under this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information (a) solely to the employees, non-employee service providers, or contractors who need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of an administrative agency or court of competent jurisdiction provided that the receiving Party gives the disclosing Party sufficient notice to enable it to seek an order to limit or prevent such disclosure; or (c) as reasonably necessary to comply with Law.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. Each Party retains all rights, title, and interest in its respective IP Rights. The rights granted to You, Team Members, and Participants to use the Service(s) under this Agreement convey no additional rights in the Services or any Intellectual Property Rights of Onvine associated therewith. Subject only to the limited rights expressly granted herein, all rights, title and interest in the Services and Platform, including all related IP Rights, belong exclusively to Onvine.

10.2. If applicable, You grant Onvine a fully paid, royalty-free, worldwide, transferable, sublicensable, assignable, irrevocable, and perpetual license to use, modify, exploit, and incorporate, any suggestions, enhancement requests, recommendations, or other feedback related to the Platform or Services, given to Onvine by You, Your Team Members, or other third parties acting on Your behalf.

11. REPRESENTATIONS AND DISCLAIMERS

11.1. Mutual Representations. Each Party represents to the other that (a) this Agreement is a binding and enforceable agreement; (b) no third party authorization or approval is required for its execution or performance of this Agreement; and (c) the execution and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is bound.

11.2. Disclaimers. THE PLATFORM AND SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM ONVINE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

12. INDEMNIFICATION

You will indemnify Onvine and its Affiliates, and their respective directors, employees, agents, consultants, advisors, and other representatives (“Onvine Indemnitees”) against all amount awarded in, or paid in settlement of, any Claim, and expressly excludes any consequential, incidental, indirect, punitive, special damages, service replacement costs, cover damages or similar liabilities that are payable to third parties who use the Services, arising out of a any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought by a third party against Onvine Indemnitees: (a) alleging that Your Event Content infringes or misappropriates a third party’s IP Rights; (b) arising from Your breach of this Agreement, or (c) arising from or related to Your violation of the Community Guidelines or Law.

13. LIMITATION OF LIABILITY

13.1. DAMAGES EXCLUDED. Onvine and its Affiliates will not be liable to You under this Agreement, under any legal theory (whether in contract, tort, negligence or otherwise) for any incidental, consequential, indirect, special, exemplary, or punitive loss or damages; or for lost profits, lost sales or business, lost data (through no fault of Onvine), business interruption, loss of goodwill, costs of cover or replacement, whether or not such Party has been advised of the possibility of such damages.

13.2. MONETARY CAP. Onvine’s aggregate liability to You and Your Affiliates arising out of this Agreement, shall not exceed the Subscription Fees paid by You during the twelve (12) months before the first event giving rise to such liability. This limitation of liability applies in aggregate to Your and Your Affiliates' claims and shall not be cumulative.

13.3. EXCLUSIONS. Notwithstanding Section 12.2, nothing in this Agreement excludes or limits the liability for (a) either Party for death or personal injury caused by its acts or omissions; (b) either Party’s gross negligence, fraud, fraudulent misrepresentations, or intentional misconduct; (c) fees payable to Onvine; (d) Customer’s breach of the license hereunder; or (e) Customer’s indemnification obligations in Section 11.

13.4. Risk Allocation. The Sections on limitation of liability, disclaimer of warranties, and warranties allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing of the Services and is an essential element of the basis of the bargain between the Parties. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or personal injury or death, so some of the above limitations may not apply to You. In these jurisdictions, such Party’s liability will be limited to the greatest extent permitted by Law.

14. GENERAL

14.1. Compliance with Laws. Each Party agrees to abide by all Laws to the extent applicable to its performance or exercise of its rights under this Agreement.

14.2. Anti-Corruption. Each Party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employees or agents of the other Party in connection with this Agreement. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party.

14.3. Economic Sanctions and Export Controls. You agree that You will not use, and will not permit any other party to use Onvine or participate in an Event in violation of this Agreement or the Community Guidelines, or in a manner that violates, or could cause Onvine to violate, economic sanctions or export control laws or regulations of the United Kingdom, the United States or any other jurisdiction, and You agree that You are solely responsible for compliance with all such laws and regulations. You represent that You: (a) are not organized under the laws of, ordinarily resident in, or located in, a country or territory that is the target of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Her Majesty’s Treasury and will not access or use Onvine or participate in an Event, in such countries or territories;] (b) are not, and are not owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders List; (c) are not, and are not owned 50% or more or controlled, individually or in the aggregate by persons, identified on the Consolidated List of Financial Sanctions Targets in the UK administered by Her Majesty’s Treasury; and (d) are not a person identified on the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists. You will not permit any person described in any of clauses (a), (b), (c) or (d) to be a Participant in any Event or to access or use Onvine in connection with any such Event. This section applies except to the extent it would cause any person, including Onvine and You, to contravene, where applicable, the EU’s Blocking Regulation or the UK’s Protection of Trading Interests Legislation.

14.4. Assignment. You may not, directly or indirectly, by law or otherwise, assign any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our prior written consent, which consent will not be unreasonably withheld. We may, without notice to You and without Your consent, assign or transfer this Agreement to any Affiliate of Onvine, or in connection with any merger or change of control of Onvine or its Affiliates, or the sale of all or substantially all of Our assets. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns.

14.5. Customer List. You agree that Your name and standard logo (as published by the Customer on Onvine) may be included by Onvine on the Onvine client list on its website and in its sales materials. Onvine shall be entitled to use said list freely in its commercial efforts.

14.6. Integration. This Agreement constitutes the entire agreement and supersedes any prior agreements between You and Onvine regarding the subject matter hereof. This Agreement shall apply in place of the terms or conditions in any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being void), and, except as stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party regarding the subject matter hereof.

14.7. Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days before the effective date of any material amendment that materially and adversely affects Your rights under this Agreement, and Your continued use of the Services following the effective date will be Your agreement to any such amendment. Amendments that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any amendments to this Agreement.

14.8. Waiver. Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision of this Agreement.

14.9. Severability. If a provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

14.10. Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

14.11. Notice. You agree to accept all notices and other communications between You and Onvine on this website or at the primary email address associated with Your account. Any notice to Onvine under this Agreement must be in writing and delivered by email to [email protected] with “LEGAL NOTICE” in the subject line. Your email notice to Onvine is effective as of the day sent if sent by 5 pm GMT or the day after if sent after 5 pm GMT.

14.12. Governing Law. This Agreement and any disputes or claims relating to it or its validity, performance subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed under, the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the Courts of England and Wales subject to Section 14.2 (if applicable). The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

You represent that the choice of law to govern this Agreement is a valid choice of law under the laws of the country in which You are based and Your submission to the jurisdiction of the courts specified above is valid and binding on You.

14.13. Survival. Sections 2 to 14 survive any expiration or termination of this Agreement.

14.13. Logo Rights.  During the Subscription Period, You give Onvine permission to include logo and name on Onvine’s customer lists, sales and marketing collateral.

15. DISPUTES

15.1. Informal Resolution. Onvine wants to address your concerns without resorting to a formal legal case. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party first. If a dispute is not resolved within 30 days of notice, You or Onvine may bring a formal proceeding.

15.2. NO CLASS ACTIONS. You may only resolve disputes with Onvine on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.

Last updated 05/08/2021