THESE TERMS OF SERVICE (“TERMS”) GOVERN YOU AND YOUR AFFILIATES’ USE OF THE PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY ENTERPRISE EVENTS GROUP. (“EEG”). THE TERMS “YOU” OR “YOUR” SHALL REFER TO YOU PERSONALLY OR, IF YOU REPRESENT A COMPANY OR OTHER SUCH ENTITY, TO THAT COMPANY/ENTITY AND ITS EMPLOYEES, AGENTS AND AFFILIATES AS THE CASE MAY BE.
YOU AGREE THAT BY COMPLETING AND SIGNING AN ORDER FORM WHICH REFERENCES THESE TERMS THAT THESE TERMS BECOME PART OF THE AGREEMENT (AS DEFINED BELOW). IF YOU ARE SIGNING AN ORDER FORM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS.
ANY OTHER TERMS AND CONDITIONS, WHETHER SET FORTH IN YOUR PURCHASE ORDER OR OTHER DOCUMENTS OR WHETHER ISSUED BY YOU BEFORE OR AFTER THE DATE OF YOUR ORDER, ARE HEREBY EXPLICITLY REJECTED BY ENTERPRISE EVENTS GROUP AND SHALL NOT BE BINDING IN ANY WAY ON ENTERPRISE EVENTS GROUP.
1. DEFINED TERMS
“Admin(s)” means an individual who is authorized by You to create, copy, delete, and hide Events within the Platform, as well as manage Your access to the Platform and Event Performance analytics. Content Managers and Event Managers are Admins with limited access to information in the Platform.
“Affiliates” means, with respect to a party, any person that directly or indirectly Controls, is Controlled by or is under common Control with that party, where “Control” means beneficial ownership of at least fifty percent (50%) of the then-outstanding voting shares or equity interests in the person in question or the ability to otherwise direct the affairs or operations of the person in question, but only so long as such control exists.
“Agreement” means, collectively, these Terms and an applicable Order.
“Attendee” means an individual that You load or approve in the Platform based on a unique email ID per Event, whether such ID is provided by You or by open signup.
“Competitor” means any individual or entity engaged in the business of developing or marketing products that are the same as or similar to the Platform.
“Content” means all of the copyrighted materials, data, information, and other content, whether copyrighted or not, originated by You and delivered to Enterprise Events Group that enables a Service to operate properly in connection with the Platform and Professional Services.
“End User” means an individual who accesses a Published Service. The End User may use the Service only for that individual’s own personal use and not for resale or distribution to any other person or entity.
“Event” means a conference or other gathering produced by Enterprise Events Group (EEG).
“Marks” means each of Your trademarks, service marks, and logos that are delivered or made available by You to Enterprise Events Group for use in connection with the Agreement.
“Media Assets” means all Content consisting of branded graphics provided by You to be incorporated in a Service by Enterprise Events Group that meets the specifications provided to You by Enterprise Events Group.
“Order” means an Order Form that references these Terms and is signed by Enterprise Events Group and You.
“Platform” means, collectively, Enterprise Events Group’s standard proprietary platform offering consisting of access to Enterprise Events Group websites and software (including the Platform), hosting of the Services, assistance with use of the Platform, Service publication and distribution assistance, technical support, and related services made available by Enterprise Events Group to You, as identified in an Order.
“Professional Services” means any consulting, on-site support, or similar professional services to be performed by Enterprise Events Group, as expressly identified in an Order.
“Published Registration Page” means the Registration application published to the internet or otherwise made available to End Users. A Published Registration Page may be used for single or multiple Events.
“Published Service” means the Published Registration Page, if used individually, or the Published Registration Page, if used collectively, as applicable.
“Registrant” means an individual who either registered through the Published Registration Page or is loaded or approved in the Platform for Registration based on a unique email ID per Event, whether such ID is provided by open signup or by You.
“Registration” means the Enterprise Events Group registration web application.
“Service(s)” means a Registration or other Customer-branded software product offered by Enterprise Events Group.
“Term” means the period beginning on the Contract Start Date and ending on the Contract End Date, each as specified in Your Order, which may be further extended by the automatic renewal provision of Section 12.1.
2.1 General. Enterprise Events Group shall provide You the Platform, Registration, and Professional Services as stated in an Order. You acknowledge that any Orders You place are not contingent upon the delivery of any future functionality or features, and nothing in this Agreement obligates either party to enter into any Order(s) or any further agreements. You may not access the Platform if You are a Competitor.
2.2 Platform Features. Enterprise Events Group will provide You with access to the Platform features, and Your Attendees and/or Registrants will have access (via the Published Registration Page, or other end user interface) to the features. Features may change from time to time, in which case, Enterprise Events Group will use commercially reasonable efforts to maintain the primary features of the Published Registration Page which are of equivalent functionality as of the date of Your most recent Order. Enterprise Events Group will notify and offer You commercially reasonable alternatives if a primary feature of a Published Registration Page used by You in Your current Term is discontinued.
2.3 Hosting Services. After all Content for an Event has been delivered by You through the Platform, Enterprise Events Group will host and make available such Content together with the Service for access and use by Your Attendees, Registrants, and Admins. Enterprise Events Group will ensure that the Platform does not contain any viruses, spam, files, malware or any other malicious software content that may harm or disrupt Your use of the Platform. You acknowledge that Enterprise Events Group may limit Your use of the Platform to conform with the Attendee, Registrant, Admin, Published Registration Page, and Registration amounts or components listed in Your Order.
2.4 Published Services. Enterprise Events Group provides Published Services on a per event basis and only collects and uses the data supplied on the Registrants to provide the contracted services for the event. Each Published Services is contracted specifically for the event in order to ensure that the information collect is specifically used for the contracted services. The Published Services are only available for the duration of the event and data is removed based on the contractual agreements and the appropriate laws and regulations for data removal/deletion.
2.5 Support. Enterprise Events Group will provide technical support for the Platform to You and Your Attendees or Registrants as specified in Your Order and as further specified below.
2.6 Access. Enterprise Events Group will use commercially reasonable efforts to provide You with access to the Platform, and Published Registration Page, subject to scheduled and planned (with advance notice) maintenance and subject to You and/or Your Attendees or Registrants having adequate connectivity and hardware. Enterprise Events Group will use various physical, electronic and procedural security measures to protect Your Content and End User Data. These measures include safeguards to prevent access, use, or modification of such content and data except to provide You use of the Platform and Published Registration Page, or as compelled by law. Where Your use of the Platform includes the collection and processing of personal data (as described in the as of May 25, 2018, the General Data Protection Regulation EU 2016/679) within the European Economic Area, the terms of Enterprise Events Group’s Data Processing Agreement or other similar data processing agreement otherwise agreed upon by the parties shall apply to such processing.
3. EVENT INFORMATION AND CONTENT
3.1 Content Management System. As a part of the Platform, Enterprise Events Group will provide You with access credentials to the Platform during the Term through which You will be able to add and manage Attendees or Registrants, upload Event information and other Content for Your Event, and access Attendee or Registrant data and related usage metrics. You will provide Enterprise Events Group with Media Assets for each Service in accordance with the specifications provided by Enterprise Events Group, and You must deliver such assets for each Service no later than twenty (20) business days prior to the intended launch date of the Service in order for the Service to be published and made available to Attendees or Registrants. You will also provide all necessary Event Content through the Studio in order for the Service to be made available to Attendees or Registrants in a timely manner.
3.2 Unauthorized Use. You will maintain the confidentiality of all usernames and passwords issued to You for Admins, Attendees, and Registrants and are solely responsible for all activities that occur under these usernames. Attendee, Registrant, and Admin passwords may not be shared between individuals.
4. PLATFORM USE AND PROPRIETARY RIGHTS
4.1 Restrictions on Use. You shall not, and shall not permit any third party to: (i) use the Platform or Services in any manner or for any purpose prohibited by law; (ii) upload any infringing or malicious content or code; (iii) reproduce, modify, adapt, alter, translate or create derivative works from the Platform and/or any Service; (iv) merge the Platform and/or any Service with any other software; (v) reverse engineer, decompile, dissemble, or otherwise attempt to derive the source code for the Platform and/or any Service; or (vi) distribute, lease, rent, loan, or otherwise transfer the Platform and/or any Service to any third party except as expressly allowed under this Agreement. You may not, without the express prior written consent of Enterprise Events Group, use the Platform in combination with any other products of Competitors to compare, monitor or benchmark the Platform against such other products. You must not remove, alter, or obscure in any way any proprietary notices of Enterprise Events Group or its suppliers within the Platform and/or on any Service.
4.2 Enterprise Events Group IP
4.2.1 The Platform, Services, and any other work product resulting from the Platform and/or the Professional Services, including, without limitation, notes, records, drawings, designs, works, discoveries, improvements, specifications, operating instructions, inventions, processes, know-how, techniques, trade secrets, software and any derivatives, updates or upgrades to all of the foregoing, which may or may not be included in a portion of the Platform or Professional Services, but excluding all Content, Media Assets and Marks incorporated therein, and all worldwide intellectual property rights in all of the foregoing (collectively, “Enterprise Events Group IP”), are the exclusive property of Enterprise Events Group. For avoidance of doubt, any copyrightable subject matter developed by Enterprise Events Group during the Term of this Agreement is not a work made for hire and shall be owned directly by Enterprise Events Group. All licenses granted by Enterprise Events Group to You are express, are limited to their terms and conditions specified herein, and there are no implied licenses granted to You to any Enterprise Events Group IP.
4.2.2 Enterprise Events Group may explicitly identify its ownership or other rights within the Platform and Registration and any other work product resulting from the Platform and/or the Professional Services by using its branding, trademarks, the phrase “Powered by Enterprise Events Group” or other identifying material.
4.2.3 Assignment of Rights. If You obtain any ownership rights in or to any Enterprise Events Group IP or any other work product resulting from Enterprise Events Group’s performance under this Agreement, You hereby irrevocably and unconditionally: (i) assign all such right, title, and interest to Enterprise Events Group; (ii) waive any enforcement of any such ownership rights You may have against Enterprise Events Group; (iii) grant Enterprise Events Group an unlimited, non-revocable, worldwide, exclusive, transferable, fully paid, royalty-free, non-assessable license to such ownership rights; and (iv) covenant and agree that in the event any moral rights exist that cannot be assigned to Enterprise Events Group, You, to the maximum extent permitted by law, shall not exercise such moral rights in any way that might interfere with Enterprise Events Group’s economic exploitation of such material or which might inhibit Enterprise Events Group from modifying the material in any manner in which Enterprise Events Group sees fit.
4.2.4 License to Your Content, Media Assets and Marks. You hereby grant Enterprise Events Group a worldwide, royalty-free and nonexclusive license during the Term to use, reproduce, perform, display, distribute, and modify all Content, Media Assets and Marks (collectively, “Your Licensed IP”), solely for Your benefit as follows: (i) in connection with the Platform and Professional Services; (ii) for creation of, or incorporation of materials into, the Studio and any Service; and (iii) in connection with marketing activities as requested by You in the Order. Your Licensed IP is and shall remain Your exclusive property. The license granted by You to Enterprise Events Group to use Your Licensed IP as provided herein is express, is limited to its terms and conditions specified herein, and there are no implied licenses granted by You to Enterprise Events Group.
4.2.5 Your Licensed IP. You represent and warrant that: (i) Your Licensed IP is correct and current; (ii) Your Licensed IP is owned by You or You have the right to grant the license in Section 5.5 above; (iii) Your Licensed IP shall not contain nor distribute any viruses, spam, files, malware or any other malicious software content that may harm or disrupt the operation of the Platform; (iv) Enterprise Events Group’s placement, provision and/or use of Your Licensed IP shall not violate or infringe the intellectual property, moral, privacy, or publicity rights of any third party; and (v) to the extent necessary, Enterprise Events Group’s use of Your Licensed IP has been properly and completely approved for the uses hereunder.
4.2.6 End User Data. To the extent You use the Platform to collect End User data (such as posts, sessions, photos, and responses to polls from Attendees or Registrants and the names of Attendees or Registrants), including any rights therein, as part of the Platform or use of a Published Service (collectively, “End User Data”), You agree to (i) process End User Data in accordance with local data protection legislation; (ii) inform Attendees and/or Registrants of the means and purposes for which you process their data; and (iii) inform Attendees and/or Registrants of their rights to access, delete and modify their personal data.
4.2.7 License to End User Data. Enterprise Events Group will not disclose, transfer, or use any End User Data for any purpose other than to perform its obligations under this Agreement with the following exception: You grant Enterprise Events Group a perpetual, worldwide, royalty-free, and nonexclusive right to use, reproduce, modify, and adapt non-personally identifiable usage statistics for the sole purposes of analyzing, reporting on, developing, and improving Enterprise Events Group’s services and products.
5. PROFESSIONAL SERVICES
Enterprise Events Group shall perform Professional Services (as identified in an Order) in a professional and workmanlike manner.
6.1 Fees. You shall pay Enterprise Events Group the fees for the Platform provided over the Term and for the Professional Services, in each case as described in the Order. In the event that You are late or otherwise in default with respect to any payment due herein: (i) You shall pay Enterprise Events Group interest at an annual percentage rate of 18% or the maximum rate permitted by law, whichever is lower, on the outstanding sum from the payment due date until the date of full payment and (ii) without limiting its other remedies, Enterprise Events Group may suspend and/or terminate access to the Platform and withhold performance of Professional Services. Furthermore, any returned or stopped payments will incur additional handling charges. All subscriptions are non-cancelable, as payment obligations for such subscriptions are incurred at the time the subscription is activated. Fees paid are non-refundable; provided that fees for Professional Services that are unused in the current year may be carried over for Professional Services to be rendered in the following year. Amounts due under an invoice will be paid in the currency specified in the applicable Order, by electronic transfer, in full, or as further agreed to in writing by Enterprise Events Group’s Accounting Office.
6.2 Taxes. The fees exclude all applicable sales, use, and other taxes (other than taxes on Enterprise Events Group’s income), duties, charges, and related fees and penalties in each case arising from any payments to be made to Enterprise Events Group under this Agreement and/or performance hereunder (collectively, “Taxes”) unless otherwise specified in an Order, and You will be responsible for payment of all Taxes. VAT, when due, will be specified in an Order. You will make all payments of fees to Enterprise Events Group free and clear of, and without reduction for, any withholding taxes; any such taxes will be Your sole responsibility, and You will provide Enterprise Events Group with official receipts issued by the appropriate taxing authority, or such other evidence as Enterprise Events Group may reasonably request, to establish that such taxes have been paid.
7.1 Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products or services, or other confidential or proprietary information (collectively, “Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, the source code for the Registration and all enhancements and improvements in the foregoing, and technical and functional information of the Platform will be considered Confidential Information of Enterprise Events Group. You acknowledge and agree that information which is uploaded by You, or on your behalf, for distribution with a Service, whether or not Confidential Information, shall be distributed to your Attendees or Registrants in accordance with this Agreement.
7.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees with a need to know, who have confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files consistent with that party’s records retention/destruction policy) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence. The confidentiality obligations set forth in this Section shall not apply to any information that: (i) becomes generally available to the public through no fault of the Receiving Party; (ii) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (iii) was already known to the Receiving Party at the time of disclosure; or (iv) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees or contractors of the Receiving Party who did not use the Confidential Information.
7.3 Necessary Disclosure. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body; provided, that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
8. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
THE PLATFORM, SERVICES, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND ENTERPRISE EVENTS GROUP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE PLATFORM, SERVICES, AND ITS PERFORMANCE OF THE PROFESSIONAL SERVICES UNDER THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ENTERPRISE EVENTS GROUP DOES NOT WARRANT THAT USE OF THE PLATFORM, SERVICES, AND PROFESSIONAL SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
9. LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF SECTION 7, A CLAIM RELATING TO MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND/OR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, OR TO THE PLATFORM, ANY SERVICE, OR PROFESSIONAL SERVICES. EXCEPT FOR A BREACH OF SECTION 7, A CLAIM RELATING TO MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND/OR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, ANY SERVICE, AND/OR PROFESSIONAL SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT OF FEES PAID TO ENTERPRISE EVENTS GROUP BY YOU UNDER THIS AGREEMENT. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT SHALL NOT INCREASE EITHER PARTY’S LIABILITY. IN NO EVENT SHALL ENTERPRISE EVENTS GROUP’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
10.1 By Enterprise Events Group. Enterprise Events Group will defend, indemnify and hold You harmless at its own expense for any action against You brought by a third party to the extent that the action is based upon any claim that the Published Services (excluding any Content, Marks, or any End User Data incorporated therein) infringe any U.S. copyrights or misappropriate any trade secrets (including those recognized as such under the Uniform Trade Secret law) and will pay those costs and damages finally awarded against You in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. Enterprise Events Group will have no obligation under this Section with respect to an infringement claim based upon: (i) any use of the Published Services (or any of their components) not in accordance with this Agreement; (ii) any use of the Published Services (or any of their components) in combination with other products, equipment, software or data not supplied by Enterprise Events Group; or (iii) any modification of the Published Services (or any of their components) by any person other than Enterprise Events Group and its authorized representatives (collectively, “Excluded Claims”). If any Published Service becomes, or in Enterprise Events Group’s opinion is likely to become, the subject of an infringement claim, Enterprise Events Group may at its option: (a) procure for You the right to continue using the Published Service; (b) replace or modify the infringing component(s) of the Published Service so that it becomes non-infringing; or (c) terminate this Agreement and refund any fees actually paid by You to Enterprise Events Group has advance payment for provision of the Platform for the remainder of the Term then in effect. This Section states Your sole and exclusive remedy and Enterprise Events Group’s entire liability for infringement claims and actions.
10.2 By You. You will defend, indemnify and hold Enterprise Events Group harmless at Your expense for any action brought against Enterprise Events Group, and will pay any settlement You make or approve, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party resulting from or relating to: (i) any actions or omissions on Your part in marketing or distributing the Published Services; (ii) any use of the Services which violate this Agreement or any U.S. or other applicable law, (iii) any representations, warranties, or guarantees made or published by You which are inconsistent with those made in this Agreement; (iv) the Content, Marks, Media Assets; or (v) the Excluded Claims. This Section states the sole and exclusive remedy of Enterprise Events Group and Your entire liability for the claims and actions described herein.
10.3 Procedure. The foregoing obligations of the indemnifying party are conditioned upon the indemnitee promptly notifying the indemnifying party in writing of the action, the indemnitee giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnitee cooperating and, at indemnifying party’s expense, assisting in such defense.
11.1 Notice. Any notice or communication permitted or required hereunder shall be in writing and if given in person or by courier, it shall be effective upon date of delivery; if sent by fax or standard email, it shall be effective as of the date of transmission; and if notice is given by mail, it shall be effective two (2) business days after deposit in the mail. Notices to You will be sent to the address or email address You provide on the Order. Notices to Enterprise Events Group must be sent to: Enterprise Events Group, 950 Northgate Drive, Suite 100, San Rafael, CA 94903. Each party has the right to change its address for notice by providing the other party at least ten (10) days’ prior, written notice.
11.2 Relationship of the Parties. The parties are independent contracting parties to this Agreement. Neither party is the legal representative, joint venturer, or partner to the other party for any purpose. Neither party has authority to bind the other party to any third party or otherwise to act in any way as the other party’s representative or agent, except as this Agreement provides or the parties expressly agree in writing.
11.3 Legal Costs and Expenses. In the event either party must retain an attorney to enforce this Agreement or to file or defend any action arising out of this Agreement, the prevailing party in the action is entitled, in addition to any other remedies available to it, to recover from the other party its reasonable fees for lawyers and expert witnesses, plus court costs and expenses as a court of competent jurisdiction may fix. The term “prevailing party” for the purposes of this Section includes a defendant who has by motion, judgment, verdict, or dismissal by the court, successfully defended against any claim that has been asserted against it.
11.4 Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement operates as a waiver of any right, power or remedy. No waiver of any provision of this Agreement is effective unless in writing and signed by the party against whom the waiver would be enforced. Any waiver by either party of any provision of this Agreement is not a waiver of any other provision of this Agreement, nor does any waiver operate as a waiver of the relevant provision respecting any future event or circumstance.
11.5 Modifications and Amendments. Enterprise Events Group may revise these Terms at any time by prominently posting an update to the customer terms of service on the Enterprise Events Group website or by providing written notice to You. For purposes of this Section, You agree that written notice to You may be provided by email to the email address set out in the Order. You are responsible for providing us with Your most current e-mail address. In the event that the last e-mail address that You have provided us is not valid, or for any reason is not capable of delivering to You the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Platform following posting of changes or notice shall indicate Your acknowledgement of such changes and agreement to be bound by such changes. All modifications or amendments to the Order must be made in a writing signed by both parties in order to be effective.
11.6 Governing Law; Venue. This Agreement is governed by and interpreted in accordance with the laws of the State of California, excluding that body of law related to choice of laws, and of the United States of America. Any proceeding brought to enforce this Agreement or to adjudicate any dispute related to this Agreement must be heard in the courts of Marin County, California or the Northern District of California. Each party submits itself to the exclusive jurisdiction and venue of these courts for purposes of proceedings related to this Agreement, waives forum non conveniens and similar defenses, and agrees that any service of process may be affected by delivery of the summons to the address for notice as specified herein.