Master Services Agreement

This Master Services Agreement (“MSA”) details the terms under which Stova Group, LLC (including the Stova Group Members, “us,” “we,” or “Stova”) is providing you (“you” or “Client”) with Services (as defined below).

By signing any Order Form that links to this MSA, you are agreeing to be bound by the terms of this MSA.

 

1. TERMS OF SERVICE.

1. 1. The Parties. You are a Client, which means that in your role as an organizer or host of corporate meetings, conferences, trade shows and other events, you are entering into an Order Form for the purchase of event management technology and related products and services offered by Stova or a Stova Group Member (as further defined below, the “Services”).  Unless otherwise specified in an Order Form or Statement of Work (SOW), (i) any reference in this Agreement to “us,” “we” or “Stova” includes Stova Group, LLC and all Stova Group Members, and any reference to “you” or “Client” includes Client Affiliates, (ii) Services provided to you by a Stova Group Member are deemed to be Services provided by Stova Group, LLC, (iii) Stova Group, LLC will be responsible to you for the acts and omissions of any Stova Group Member providing Services under this Agreement, (iv) you will be responsible to Stova for the acts and omissions of any Client Affiliate accessing or using Services provided under this Agreement, as if they were your own acts or omissions, and (v) Stova Group, LLC may bring claims against you and recover damages from you for any loss or damages suffered by a Stova Group Member under this Agreement, as if it was suffered by Stova Group, LLC.
   2. The Services. “Services” may include but are not limited to (i) Software-as-a Service (SaaS) solutions that are made available on a subscription basis; (ii) mobile applications (each, a “Mobile App”); (iii) on-site services such as support staffing, check-in, and badge printing at a specific event or series of events (“Onsite Services”); (iv) customized implementation, configuration, and integration services (such as custom event website builds and Client-specific connectors or APIs), training, project management and other consulting services (“Managed Services”); (v) other products (which may include equipment and hardware components) and technology-enabled services provided by Stova to Client under an Order Form, together with any included technical support; and (vi) all Stova Materials that may be provided to Client in connection with the foregoing.
   3. The Documents. You expressly acknowledge and agree that you will comply with and be bound by the following Stova “Terms of Service,” which together form a legal contract governing your access, receipt, and use, of the Services:
      1. Master Services Agreement. This MSA contains the core legal and commercial terms that apply to all Services. Any reference to “Agreement” means this MSA, your Order Form(s) and any other Terms of Service referenced or linked in the MSA and your Order Form.
      2. Order Form. Any time you subscribe to or otherwise purchase Services, you and Stova will enter into a mutually-agreed sales order form (“Order Form”) listing the Service(s) you will be receiving, applicable fees, payment schedules, the duration of the Services, and other terms regarding the Services you are ordering. The parties may enter into additional Order Forms if you wish to order more Services or renew a subscription at any point during the Term of this MSA.
      3. Service-Specific Terms. Some of our Services have terms of use that are unique and specific to that Service. A document containing a list of these Services, and the corresponding terms applicable to their use, will be provided (by attachment or website link) with your Order Form. This document (the “Service-Specific Schedule”) may include a detailed description of a Service’s features, as well as any supplemental terms, conditions or limitations that apply to your use of that particular Service.
      4. Statement of Work (“SOW”). If you purchase Managed Services or event-specific Onsite Services, you will be required to enter into a mutually-agreed SOW containing in-depth details relating to those Services, including applicable deliverables, timelines, staffing requirements, milestones and/or acceptance criteria.
      5. Data Processing Addendum (“DPA”). A DPA applies when Stova processes Personal Data in connection with its provision of Services. “DPA” as used in this Agreement refers to any data privacy agreement that has been separately executed by the parties and relates to the Services provided under this Agreement, or (if no separate data agreement has been executed) the form of DPA located at https://www.stova.io/stova-data-processing-addendum.
      6. Privacy Policy. This applies to data that Stova gathers on its Platform and through its websites, and means the policy available at https://www.stova.io/privacy-policy/, as may be updated from time to time.

In the event of a conflict between the terms of this MSA and any Order Form, Service-Specific Schedule or SOW, the applicable Order Form, Schedule or SOW will control, but only as to the Services provided under that Order Form, Schedule or SOW.

2. DEFINITIONS. Please see Exhibit A to this MSA for a list of capitalized terms used in this MSA, and their meanings.

3. CLIENT OBLIGATIONS; ACCEPTABLE USE. By accessing and using the Services, you agree, represent and warrant as follows:

1. 1. Compliance. Your performance under the Agreement, and the access and use of Stova Services by you, your Affiliates and your Authorized Users, will comply with (i) the terms of the Agreement, and (ii) all Applicable Laws, including any relevant Data Protection Laws. You will be responsible for any non-compliance with the foregoing by your Authorized Users.
   2. Restrictions on Use. You will not, and you will ensure that your Authorized Users do not (i) sell, distribute, sublicense, transfer, distribute, rent, lease or otherwise make available the Services to any third party, without prior written consent from Stova; (ii) use the Stova Platform to send emails or other communications unrelated to an event for which Stova is providing Services; (iii) copy, record, extract, scrape, modify, or create derivative works based on, any Services; (iv) dissemble, decompile, reverse engineer or attempt to discover any source code or underlying methods or algorithms of all or any part of the Services; (v) remove, circumvent, disable or otherwise interfere with security-related features of the Services, or features that enforce limitations on use of the Services; (vi) insert or introduce, or knowingly permit or facilitate the insertion or introduction of, any Disabling Code into the Services; (vii) use the Platform or any other Services to store, display or transmit infringing, libelous, defamatory, deceptive, fraudulent, obscene, abusive, or otherwise unlawful or tortious material, or to collect, store or transmit material in violation of third-party privacy rights; (viii) knowingly interfere with or disrupt the integrity or performance of the Services, or use the Services in a way that damages, disables, overburdens or otherwise impacts the normal operation, privacy, integrity or security of Stova or any third party’s property (including its or their data, websites, networks, facilities, equipment, information, or business operations); (ix) attempt to gain or permit unauthorized access to the Services, or related systems or networks; or (x) permit or facilitate the efforts of any other party (including any event attendee or other end user) to do any of the foregoing. You agree to notify Stova immediately in writing upon reasonable suspicion or actual knowledge of any occurrence of the foregoing.
   3. Your Materials. Stova does not monitor or vet any Client Materials, or any Client, Authorized User, or end user (e.g., event registrant or exhibitor) communications, that may be posted, uploaded or otherwise transmitted through the Platform, and Stova is not responsible for the content of those communications and materials.  You, not Stova, are responsible for the truth, accuracy, fitness, completeness and legality of all Client Materials. You represent and warrant that (i) you have all necessary rights, and have obtained all required consents, licenses and permissions, to submit, upload, collect, transmit, store, copy, and utilize the Client Materials (including information relating to your event attendees) in connection with your use of the Services, and (ii) any Client Materials provided in connection with the Services do not infringe or violate the Intellectual Property Rights or privacy rights of any third party.
   4. Passwords; Security. You may be assigned one or more user IDs that will enable you and your Authorized Users to access the Platform and certain other Services. You will use reasonable efforts to protect these user IDs and any associated passwords created by you and your Authorized Users from theft, disclosure, misappropriation, or fraudulent use, and promptly notify Stova of any unauthorized access or use of which you become aware. You agree that you are responsible (i) for keeping your user IDs and passwords confidential, and (ii) for all actions taken under a user ID assigned to you, whether taken by you, an Authorized User or a third party who gains access to your user ID through no fault of Stova, and whether or not you were aware of or authorized such action.
   5. Third-Party Terms. You may receive access to Stova software, APIs or connectors that enable you to use Services in conjunction with certain of your own third-party devices or third-party software services; in such case you agree that you will comply with all terms and conditions of use imposed on you by the provider of those third-party devices or services, and Stova will not be responsible for your noncompliance with such third-party terms. To the extent you access or download a Mobile App through a third-party online mobile application store such as the Apple App Store or Google Play Store (an “App Store”), you agree that (i) you may be subject to, and will comply with, any rules, conditions and procedures established by the third party that operates such App Store, which are applicable to your access and download of a Mobile App (“App Store Rules”), and (ii) Stova is not liable for any failures or delays in the delivery or deployment of any Mobile App caused by (x) changes to, or your failure to strictly abide by, any App Store Rules, or (y) the unavailability or downtime of any App Store.
   6. Client Resources. You acknowledge that you are responsible for procuring all personnel, equipment, hardware, software, and network connectivity needed by you to access and use the Services, unless otherwise detailed on the applicable Order Form or SOW.
   7. Reasonable Cooperation. You will reasonably cooperate with any Stova investigation into Service failures, security issues, and/or any suspected breach of this Agreement by you, your Affiliates, or your Authorized Users.

4. STOVA OBLIGATIONS; SUPPORT.

1. 1. Stova Representations and Warranties:
      1. Stova’s performance under the Agreement, and the Services (when used by Client and Authorized Users in accordance with the terms of the Agreement and applicable Documentation), will comply with all Applicable Law;
      2. The Services will (i) perform in material accordance with all written specifications set forth on any Terms of Service and Documentation provided by Stova in connection with the Services, and (ii) be provided in a timely, professional and workmanlike manner, in accordance with prevailing industry standards; and
      3. Stova will not knowingly introduce into the Services, or use the Services to store or transmit, any Disabling Code designed to harm your or any third-party devices, software, systems or networks.
   2. The Stova Platform and other Services will be made available to you in accordance with those service, uptime, availability, delivery, and response time levels (if any) set forth in the Service-Specific Schedule or SOW applicable to the Services you are receiving. Stova will provide technical support for the then-current release versions of Services in a manner consistent with this Agreement and any Service-Specific Schedule applicable to those Services.
   3. Updates. Stova reserves the right to enhance, modify, deprecate, replace or otherwise update certain features, modules, and functionalities of the Services, in its sole discretion at any time during the Term, with or without notice to Client; provided that any such updates (i) are part of a generally released version of the applicable Service made available to all similarly situated customers of Stova at no extra cost, and (ii) do not have a material and adverse effect on, or materially degrade, the technical performance or commercial utility of the Services as a whole. Any materially adverse update will be notified to you in advance.

5. DISCLAIMER OF WARRANTIES. Except as SPECIFICALLY provided elsewhere in this Agreement, the Services are provided on an “as is” and “as available” basis without warranties, guarantees or representations of any kind, express or implied, including without limitation any warranties of merchantability, NON-infringement, or fitness for a particular purpose. Stova does not guarantee or make any representation or warranty, either express or implied, AS TO (I) THE COMPLETENESS, RELIABILITY, ACCURACY, FREEDOM FROM ERROR, OR CONTINUED AVAILABIILTY OF THE SERVICES OR ANY MATERIALS OR INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES, OR (II) THE RESULTS TO BE OBTAINED FROM THE SERVICES, EITHER BY CLIENT, ITS AFFILIATES, AUTHORIZED USERS OR ANY THIRD PARTY. STOVA WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, LOSSES, CLAIMS, OR DEMANDS ARISING FROM OR RELATED TO ANY THIRD-PARTY DEVICES, SOFTWARE, INFORMATION, MATERIALS, DATA, EQUIPMENT OR FACILITIES WHICH ARE NOT EXPRESSLY PROVIDED TO YOU BY OR ON BEHALF OF STOVA AS PART OF THE SERVICES.

6. LICENSE; PROPRIETARY RIGHTS

1. 1. Except as otherwise set out in any SOW, and subject to your compliance with this Agreement, Stova hereby provides you with a worldwide, non-exclusive, non-transferable, non-sublicensable, limited, revocable right and license to access and use any Service detailed on an Order Form entered by you, during the Service Term.
   2. You acknowledge that, except for the license right granted above, the Services are, and will remain, the sole property of Stova Group, LLC, Stova Group Members, and its or their licensors. As between you and Stova, Stova retains all right, title and interest to the Platform, other Services, Stova Materials, and any components thereof, as well as all modifications, enhancements, derivative works, extracts, configurations, translations, upgrades and interfaces thereto, and all Intellectual Property Rights therein. All rights in the Services not specifically granted to you pursuant to this Agreement, including any and all U.S. and international patents, copyrights, trademarks and other similar Intellectual Property Rights, are expressly reserved by Stova. You and your Authorized Users will not, and will not permit any third party to (i) remove, modify or obscure any copyright, trademark, service mark or patent notice placed on or associated with the Platform, Stova Materials or any other Services made available by Stova or (ii) access the Services in order to (A) build a competitive product or service or (B) copy any Stova Materials (including any Stova content, features, interfaces, templates, functions or graphics incorporated into or made available on the Platform or other Services), except for your internal non-commercial use.
   3. As between you and Stova, Client Materials are your property, and you shall retain all right, title and interest in and to your Client Materials. Notwithstanding the foregoing, you grant Stova a non-exclusive, worldwide, fully-paid license and right to use, view, store, transmit, process, and reproduce Client Materials as necessary (i) to provide the Services to you pursuant to this Agreement, (ii) to respond to requests and instructions issued by you and your Authorized Users, (iii) to comply with Applicable Law, judicial order or governmental request, (iv) for Stova’s technical administration, operation and maintenance of the Services, including as needed to maintain and enhance Service security, efficiency, stability, and performance, (v) for Stova to fulfill its internal billing, audit, and compliance requirements, and (vi) to enforce this Agreement, including investigating potential violations of its terms.
   4. Any Work Product delivered by Stova pursuant to an SOW will be your property. To the extent such Work Product incorporates any underlying Stova Materials, Stova hereby grants you a perpetual, world-wide license and right to use such Stova Materials solely to the extent necessary for you to lawfully utilize and exploit such Work Product for your own business purposes; provided that nothing herein grants you the right to continue to access the Platform or receive any other Services after the applicable Service Term.
   5. You acknowledge and agree that Stova may collect and compile usage data, statistics and metrics about your, an Authorized User’s, or an event attendee’s utilization of the Services, and that Stova will have a non-exclusive right and license to use such statistical usage information (excluding Personal Data) in an aggregated and anonymized form, for Stova’s operational and business purposes. Stova agrees that such aggregated and anonymized information will not refer to, nor can it be reasonably traced back to, Client or any identifiable person, entity, event or transaction.
   6. If you or your Authorized Users provide Stova with any feedback regarding the Services, or suggest any improvements, updates or modifications to the Services or any Stova Materials, Stova has the right to use and exploit any such feedback or suggestions, without any obligation to you, and no rights shall accrue to you or your Authorized Users in connection therewith.

7. CONFIDENTIAL INFORMATION

1. 1. "Confidential Information" means all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Recipient”), whether orally, electronically or in writing, that is designated as confidential or that a reasonable person should understand is confidential based on its nature or the circumstances of its disclosure. Confidential Information does not include information that (i) is or becomes publicly known through no fault of the Recipient, (ii) was lawfully in the Recipient’s possession prior to disclosure by the Disclosing Party, (iii) is received from a third party without a breach of any legal obligation owed to Disclosing Party, or (iv) was independently developed by the Recipient without use of or reference to Confidential Information of the Disclosing Party. You acknowledge that non-public features, functionalities, specifications and components of the Services, as well as Stova pricing and business information disclosed to you, constitute Confidential Information of Stova.  Stova acknowledges that all non-public Client Materials (including any Personal Data) constitutes your Confidential Information.
   2. The Recipient agrees that it will: (i) protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure using no less than a reasonable degree of care, (ii) not disclose Confidential Information to any third party, and (iii) not use Confidential Information other than as expressly authorized by this Agreement, or as necessary in connection with the Recipient’s performance hereunder. However, the Recipient may disclose Confidential Information to those of Recipient’s Affiliates, employees, agents and contractors (“Representatives”) who (A) need the information in order to perform Recipient’s obligations under this Agreement, and (B) are bound by confidentiality obligations no less protective of the Confidential Information than those binding Recipient under this Agreement. Each party will be responsible for any unauthorized use or disclosure of Confidential Information by its Representatives.
   3. The Recipient may disclose Confidential Information if compelled by law, judicial order or regulatory requirement, provided that the Recipient provide the Disclosing Party with notice prior to such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, in contesting or limiting such disclosure.
   4. The Recipient will, promptly upon request, return or destroy all Confidential Information of the Disclosing Party and deliver a written certification of its compliance with the foregoing, signed by an officer of the Recipient; provided that digital copies of Confidential Information made in the course of normal network backups are not required to be returned, and will be destroyed pursuant to the Recipient’s standard data backup and retention policies. Any Confidential Information retained by Recipient after the expiration or termination of this Agreement, with or without authorization, shall remain subject to the confidentiality obligations of this Agreement, notwithstanding any such expiration or termination.

8. LIMITATIONS OF LIABILITY

To the maximum extent permitted by law, AND EXCEPT FOR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS OF SECTION 7 HEREOF, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR COST OF COVER, LOST PROFITS, LOST BUSINESS, LOSS OF USE, OR LOSS OF DATA ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, EXCEPT FOR CLAIMS AND LOSSES SUBJECT TO INDEMNIFICATION UNDER THIS AGREEMENT (WHICH WILL BE DEEMED DIRECT DAMAGES), THE MAXIMUM LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID TO IT (IN THE CASE OF STOVA) OR THE AMOUNTS PAID OR PAYABLE BY IT (IN THE CASE OF CLIENT) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY.  The FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT.

9. INDEMNIFICATION

1. 1. Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party, and its Affiliates, directors, officers, employees, agents, representatives, successors and assigns (together, the “Indemnified Party”), from and against any damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees, collectively, “Losses”) arising out of a third-party claim, demand, suit, action or proceeding brought against the Indemnified Parties (each, a “Claim”), to the extent such Claim is based upon or arises out of (i) any damages to real or tangible personal property and/or bodily injury to persons, including death, caused by the Indemnifying Party or (ii) the Indemnifying Party’s (and/or its Affiliates’, employees’, or representatives’) gross negligence, willful misconduct, or violation of Applicable Law.
   2. You agree to indemnify, defend, and hold harmless Stova (and its Affiliates, directors, officers, employees, agents, representatives, successors and assigns) from and against any and all Losses resulting from a Claim, to the extent such Claim is based upon or arises out of (i) your breach of a representation or warranty made in Sections 3(a), (b) or (c) above, or (ii) any allegation that Client Materials violate, infringe or misappropriate the Intellectual Property Rights of a third party.
   3. Stova agrees to indemnify, defend and hold you (and your Affiliates, directors, officers, employees, agents, representatives, successors and assigns) harmless from and against any and all Losses resulting from a Claim, to the extent such Claim is based upon or arises out of an allegation that the Services infringe or misappropriate the Intellectual Property Rights of a third party. If the Services infringe upon any third party Intellectual Property Rights, Stova, at its sole option and expense, may (i) procure for you the right to continue using the Services under the terms of this Agreement, (ii) replace or modify such Services so that they are non-infringing while maintaining substantially equivalent functionality, or (iii) if (i) or (ii) are not commercially feasible, terminate this Agreement, or relevant portion, and refund applicable Fees paid by you during the preceding twelve (12) month period. However, Stova will have no indemnification obligations with respect to any infringement or misappropriation Claim to the extent that it is based upon or results from (A) any information or material not furnished by or on behalf of Stova, (B) any modifications to the Services that were not performed by or on behalf of Stova; (C) any combination, operation or use of the Services in connection with a third party product, software or service that was not authorized by Stova, where such combination causes the claimed infringement; (D) use of other than the current supported version(s) of the Services; or (E) your use of the Services other than in accordance with this Agreement and any applicable Documentation. THIS SECTION 9(c) SETS FORTH STOVA’S SOLE OBLIGATION, AND YOUR EXCLUSIVE REMEDY, FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION ARISING IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT.
   4. An Indemnified Party must notify the Indemnifying Party in writing within thirty (30) days of any Claim giving rise to indemnification. The Indemnified Party will permit the Indemnifying Party to have sole control of the defense and all related settlement negotiations (provided that the Indemnified Party may participate with counsel of its own choosing, at its own expense), and the Indemnified Party agrees to provide the Indemnifying Party with information and assistance reasonably necessary to defend or settle such Claim(s). The Indemnifying Party will not be liable for any settlement amounts entered by the Indemnified Party without the Indemnifying Party’s prior written approval.

10. FEES

1. 1. For certain Services provided during the Term, Stova will charge an annual subscription Fee, while other Services may incur Fees on a per-event, per-unit, time-and-materials, or other basis as set forth on the applicable Order Form or SOW. As the Client, you are responsible for payment of all Fees set forth on any Order Form or SOW you enter. In no event will your obligation to pay Fees be contingent or excused based upon your ability to collect event-related revenues or other payments from any third parties. You will be obligated to remit Fees using the payment method selected in your Order Form, and you represent and warrant that the contact, payment and billing information you provide on an Order From will remain updated, valid and authorized at all times during the Term.
   2. Unless otherwise stated in the applicable Order Form, subscription Fees are due and payable annually in advance throughout the Service Term, and all invoiced charges are due thirty (30) days from the invoice date.
   3. For any subscription Services that are subject to auto-renewal under the applicable Order Form, Stova reserves the right to increase Fees upon renewal, in order to reflect changes in our list pricing since the start of the previous Service Term. We will notify you of any such subscription Fee increases no later than forty-five (45) days in advance of the auto-renewal. If you do not agree to this Fee adjustment, you must provide us written notice of your intent not to renew the Service(s), by the later of thirty (30) days prior to renewal or any alternative deadline provided in the applicable Order Form.
   4. Fees detailed on any price lists, Order Forms, Service-Specific Schedules or SOWs provided to you are exclusive of taxes (including sales, use, customs, and value-added taxes). As a Client, you shall pay or reimburse Stova for all taxes arising out of this Agreement (other than taxes based on Stova’s own income and employee compensation), and any such taxes shall be included on the applicable invoice issued to you. If you claim any exemption from your obligation to pay taxes, you will promptly provide Stova with a valid tax exemption certificate authorized by the appropriate taxing authority.

11. TERM AND TERMINATION

1. 1. Term. The Term of the MSA begins on the commencement of your initial Service Term and will continue until terminated in accordance with this Section 11.
   2. Termination for Cause. Either party may terminate for cause if the other party (i) commits a material breach of this MSA or any other Terms of Service and does not cure the breach within thirty (30) days of receiving written notice from the non-breaching party; or (ii) becomes the subject of any petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors and such petition or proceeding is not withdrawn or dismissed within sixty (60) days after filing.
   3. Termination Upon Expiry. Either party may terminate this MSA with thirty (30) days’ written notice to the other party if no Order Forms or SOWs issued under this MSA remain in effect between the parties. In any event, this MSA will automatically terminate, with no further action by the parties, in the event that a period of two (2) years has elapsed since the expiration of the Service Term of the last outstanding Order Form issued under this MSA.
   4. Suspension Rights.

      i. For Imminent Harm. Independent of its right to terminate this Agreement pursuant to Sections 11(b) or (c) above, Stova may, at its option, immediately restrict or suspend your access to any Service(s) if (i) Stova becomes aware, or reasonably suspects, that you (or any of your Authorized Users) are using the Services in breach of any Terms of Service or Documentation, and such use (A) interferes or is reasonably likely to interfere with the normal stability or performance of the Platform or any Service, or (B) impacts, or threatens to impact, a third party’s use of any Stova Service; or (ii) Stova reasonably believes that its continued provision of the applicable Service(s) would cause either party to be in violation of Applicable Law. Stova agrees to use reasonable efforts to notify you prior to such suspension or restriction, and the parties agree to cooperate in good faith to resolve the underlying issue and mitigate any imminent risk of harm. Stova will resume the Service(s) at such time as Stova determines in good faith that the issue has been resolved.

      ii. For Non-Payment. Stova may, upon no less than five (5) days’ prior written notice, suspend your access to the Services if and for as long as any undisputed Fee amounts are overdue by a period of greater than thirty (30) days. If your Service is suspended for non-payment, Stova reserves the right to charge a re-activation fee (not to exceed 10% of overdue amounts) to restore the Service.

      iii. Nothing in this Section 11(d) will affect the right of Stova to terminate this Agreement for cause pursuant to Section 11(b).

   5. Consequences of Termination.

      i. Where a party has a termination right under the Agreement, such party may, at its discretion, either terminate the applicable Order Form or SOW (in which case any Order Forms or SOWs that are not terminated shall continue in full force and effect under the terms of this MSA), or terminate this MSA (in which case all outstanding Order Forms and SOWs will automatically terminate as well).

      ii. Upon any termination of this MSA, or earlier termination/expiration of an Order Form, you will: (A) immediately cease all use of Services being provided under the Agreement or Order Form (as applicable), and prohibit access to such Services by your Authorized Users; (B) pay Stova in full, within thirty (30) days of termination, any outstanding amounts due under this Agreement or such Order Form (as applicable); and (C) return all equipment and hardware provided by Stova under any applicable Order Form(s), within ten (10) days of termination.

      iii. If you make a request within sixty (60) days following the termination of this Agreement, Stova will provide you with access to the Services solely to the extent necessary for you to retrieve your Client Data from the Platform. We have no obligation to maintain or provide your Client Data beyond such sixty-day period, after which we will remove or render unreadable all Client Data on the Platform, except for (A) data required to be retained by Applicable Law, or (B) data that has been archived on our back-up systems, which will not be subject to further processing and will be deleted pursuant with Stova’s standard data deletion practices. Post-termination Personal Data deletion will be performed in accordance with our Privacy Policy and any DPA between the parties.

   6. If you terminate the Agreement for cause, we will issue to you, within sixty (60) days of termination, a pro-rata refund of any prepaid but unused Fees. If Stova terminates the Agreement for cause, you are liable for and will promptly pay (as liquidated damages representing actual harm, and not as a penalty) any and all unpaid Fees that would have been due during the remainder of the then-current Service Term had the Agreement not been terminated.
   7. On termination of this Agreement, Sections 6 (Proprietary Rights), 7 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 10 (Fees), 11 (Termination), 13 (Regulatory Compliance), and 14 (Miscellaneous) will continue to survive in accordance with their respective terms.

12. INSURANCE

During the Term, Stova agrees to maintain in full force and effect the following policies of insurance: (i) Employers’ Liability Insurance in accordance with applicable statutory requirements; (ii) Commercial General Liability Insurance, written on an occurrence basis, with minimum policy limits of $1,000,000 per occurrence, including Premises Liability and  Products/Completed Operations Liability; (iii) Automobile Liability Insurance with combined single limits of $1,000,000 per accident; (iv) E&O (Cyber) Liability Insurance, with minimum policy limits of $5,000,000 in the aggregate, and excess coverage of $5,000,000; and (v) Umbrella Liability Insurance, with minimum policy limits of $3,000,000 in the aggregate.  Upon request, Stova will provide you with certificate(s) of insurance evidencing the required coverage and minimum limits.

13. REGULATORY COMPLIANCE

1. 1. Export Controls. Each party agrees that it will not export, re-export, or transfer internationally, whether directly or indirectly, any part of the Services, except in compliance with all Applicable Law regarding export controls (including but not limited to sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Export Administration regulations (“EAR”) maintained by the U.S. Department of Commerce, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State). You represent and warrant that you are not, and you will not provide the Services to any Authorized User, Affiliate, event attendee, or other end user that is, (A) incorporated or resident in Cuba, Iran, North Korea, Sudan or Syria or any other jurisdiction subject to trade embargoes or sanctions imposed by Applicable Laws, or (B) listed as a "Specially Designated National" or similar designation under the U.S. OFAC sanctions regulations. You agree to hold harmless and indemnify Stova for any claims, demands, legal actions or losses (including regulatory sanctions and fines) resulting from your breach of this Section 13(a).
   2. Email Communications; Anti-Spam. If you use any Services to send emails, your email usage is limited to one hundred (100) emails per event attendee or registration purchased in your Order Form. Additionally, you may not use the Services to send “spam” in the form of unsolicited bulk email or one-to-one commercial emails.  You may not access or use any Stova Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver (i) spam or any other commercial electronic messages in violation of the CAN-SPAM Act, Canada’s Anti-Spam Legislation, GDPR or any other Applicable Law; (ii) email or other electronic messages to an address obtained via internet harvesting, scraping, or any other surreptitious methods; or (iii) email or other electronic messages to an individual or entity to which you have not provided a valid opt-out notification and mechanism.
   3. Payment Processing. If a Stova Group Member will be providing payment processing services to you, Stova represents that such Stova Group Member is, and will at all times during the applicable Service Term remain, in compliance with Payment Card Industry Data Security Standard (“PCI DSS”) requirements, with respect to its provision of any Services for which it will have access to payment card or cardholder data
   4. Data Privacy.

i. With respect to any Personal Data collected, received, stored, transferred or otherwise processed in connection with the Services, each party agrees that it will (A) comply with all applicable Data Protection Laws, and (B) be bound by the terms of the DPA. To the extent that Personal Data we process as part of the Services relates to data subjects within the E.U., Stova is the data processor of such Personal Data, you are the data controller, and both parties agree to be governed by the E.U. Standard Contractual Clauses in effect at the time of processing.

ii. When Stova has access to Client Data that includes Personal Data, we agree that we will only use such Personal Data (A) for the purpose of providing the Services, (B) in compliance with the Stova Privacy Policy and the DPA, and (C) pursuant to those lawful instructions provided by Client or the applicable data subject from whom Personal Data may be collected.

iii. You acknowledge that Stova utilizes a third-party cloud hosting service (a “Cloud Provider”) for provision of Stova’s cloud hosting and data storage capabilities, and you hereby consent to Stova’s transfer of Client Data (which may include Personal Data) to the Cloud Provider’s servers for hosting, storage and/or processing purposes. You also agree that Stova may transfer Client Data (including Personal Data) to Stova’s third-party sub-processors and those Stova Group Members named in the DPA.  Any such transfers will be (A) solely for the purpose of providing you Services, (B) subject to each Cloud Provider, sub-processor and Stova Group Member having entered a written agreement with Stova Group, LLC containing provisions no less protective of Personal Data than those in the DPA, and (C) compliant with applicable Data Protection Law.

14. MISCELLANEOUS

1. 1. Assignment. You may not transfer this Agreement, or any of your rights or obligations hereunder, without Stova’s prior written consent. However, either party may assign this Agreement upon written notice to the other party, to a successor in interest to all or substantially all of the assigning party’s business or assets as the result of merger, acquisition, change of control, reorganization, or operation of law, provided that such successor (i) is not a competitor of the non-assigning party, and (ii) assumes all rights and obligations of the assigning party under this Agreement.
   2. Governing Law. This Agreement will be governed by the state laws of the State of Delaware, without regard to principles of choice or conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts of Delaware and the parties hereby consent to the personal jurisdiction and venue of such courts. This Agreement is a contract for the provision of services, and the provisions of the Uniform Computer Information Transaction Act (UCITA) or any version adopted by any jurisdiction in any form shall not apply to the transactions between the parties. If Client is located outside of the territory of the United States, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
   3. Government Clients. If Client is a United States local, state or federal government entity (including a public institution of higher education) that is using the Services solely for a governmental or public interest purpose, then the following additional terms will apply to this Agreement: (i) Client’s obligations in under Section 10 (“Indemnification”) of this Agreement, and the Limitations of Liability set forth in Section 9, will only apply to the extent permitted by Applicable Law; (ii) notwithstanding Section 14(b) above, the parties agree that this Agreement will be governed by the laws applicable to Client as a government entity or, if no such laws are specified, then the laws of the State of Delaware, without reference to conflicts of law principles; and (iii) Client agrees that Stova Group, LLC has standing and privity of contract to bring a claim directly against Client in a court or body of competent jurisdiction.
   4. Waiver; Enforcement. If for any reason any provision of this Agreement is unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. The failure or delay by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
   5. Notices. All notices required or permitted under this Agreement will be in writing and sent to a party at the physical or electronic address(es) provided in the most recent Order Form entered by the parties (or, if more recent, in a signature block to this MSA). Each party may change such address by notice to the other party in compliance with this section.  Notice will be deemed given (i) when personally delivered, or (ii) within three business days after being mailed by U.S. certified mail, first class, postage prepaid or by reputable courier service with package tracking ability (Fed Ex, UPS, DHL, etc.), or (iii) in the case of email, when electronic confirmation has been generated that the notice was delivered to the recipient.
   6. Force Majeure. Stova will not be responsible for any failure or delay in its performance of Services due to causes beyond its reasonable control (“Force Majeure Events”), including but not limited to, act of God, an act of war, terrorism or hostility, earthquake, flood, fire, government act, decree, and/or restriction, pandemic, power, internet or other utility outages not caused by Stova, or other similar causes, provided that Stova shall take commercially reasonable measures to mitigate the effects and duration of any Force Majeure E
   7. Relationship of the Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties except as expressly established herein. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
   8. Remedies. Each party acknowledges that a breach of Sections 6 (Proprietary Rights) or 7 (Confidentiality) of this Agreement will cause the other party irreparable injury for which there are inadequate remedies at law, and therefore the non-breaching party will be entitled, without the necessity of posting any bond or other undertaking, to seek equitable and/or injunctive relief in addition to all other remedies provided by this Agreement or available at law. The remedies available to either party under this Agreement are cumulative and non-exclusive. In an action to enforce one’s rights under this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses.
   9. Complete Agreement. This MSA, together with the other applicable Terms of Service, constitutes the complete and final expression of the agreement of the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements, communications, or statements relating to such subject matter.
   10. Updates; Modifications. In no event can either party unilaterally modify this MSA, any Order Form, SOW, or other Client-specific Term of Service that required the mutual written agreement of the parties; such modification must be reflected in a written Addendum signed by both parties.  Stova may update its Service-Specific Schedule, Privacy Policy, and online DPA at any time; any such updates that we reasonably believe to be material, to impose additional obligations upon you, or to materially limit your rights will be notified to you by (i) updating the “Version” date in the footer of the applicable Service Term posted online, and (ii) sending Client a written message about the update. Material updates will become effective thirty (30) days following the notification date.  Updates that merely address new functionality and do not impose any additional restrictions or obligations on you will be effective immediately.  If you do not agree to any such update, please contact your Aventri account manager within thirty (30) days of the effective date of the applicable update. Otherwise, your continued use of the Service constitutes your acceptance of such updated or modified Terms of Service.
   11. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement, that the individual signing this Agreement on its behalf is duly authorized to execute this Agreement, and that this Agreement is binding upon such party and enforceable in accordance with its terms. You further represent and warrant that you have the authority to procure your Affiliates’ compliance with the terms of this Agreement if such Affiliates will be provided with access to the Services. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties. Executed counterparts may be transmitted electronically. 

       EXHIBIT A - DEFINITIONS

       When they appear in this MSA or any Stova Terms of Service, capitalized terms have the meanings provided here:

   12. “Addendum” means a writing containing new terms and/or modifications to any Terms of Service, including any change order, signed by both Stova and Client.
   13. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than fifty percent of the voting interests of the subject entity.
   14. “Applicable Law” means, with respect to a party, any and all laws (including but not limited to Data Protection Laws), rules, regulations, statutes, codes, ordinances, orders or mandates of any governmental entity applicable to that party’s provision, access, or use of the Services, and/or that party’s business or performance under this Agreement.
   15. “Authorized Users” mean Client’s own personnel, agents and Affiliates, as well as any third parties designated by Client, who have been authorized by Client to access and use the Services and who will be issued unique user IDs for Platform access.
   16. “Client Data” means all information or data (including but not limited to the Personal Data of event attendees), you and your Authorized Users submit or collect via the Platform or other Services, as well as any reports or other output generated by the Platform that contains Client Data, but does not include any Stova Materials.
   17. “Client Materials” means (i) any Client or third-party content, text, images, designs, videos, audio files, event details, software, technology or other materials provided to Stova or otherwise submitted, posted, input, displayed, published, uploaded, or transmitted by you or your Authorized Users in connection with your or their use of the Services; (ii) Client Data, and (iii) Client’s name, logo, trademarks, and other pre-existing intellectual property of Client or its Affiliates.
   18. “Confidential Information” is defined in Section 7
   19. “Data Protection Laws” means all data protection and privacy laws applicable to the collection, use, transfer, storage, processing, correction, disclosure, and deletion of Personal Data, including local, state, national and/or foreign laws, treaties, and/or regulations, including but not limited to the California Privacy Rights Act (“CPRA”), the EU General Data Protection Regulation (“GDPR”), and implementations of the GDPR into national law.
   20. “Disabling Code” means any unauthorized software code or program, such as a virus, Trojan horse, worm or other software or hardware component designed to disable, block, erase, harm or maliciously interfere with a software, computer system or network, including any device, method, or token that permits unauthorized access.
   21. “Documentation” means any and all user guides, technical specifications, training materials, instructions, documented policies or other written materials regarding the Services that are posted, delivered or otherwise made available by Stova to Client in writing, whether in digital or tangible formats, together with any written updates thereto.
   22. “Fees” means those subscription fees, one-time fees, and other amounts payable by Client for Services provided under this Agreement, as set forth on the applicable Order Form or SOW.
   23. “Intellectual Property Rights” means inventions, patents, copyrights, trade secrets, trade names, trademarks, service marks, know how, moral rights, licenses, developments, data, designs, processes and other intangible, proprietary or property rights, whether or not patentable, and any and all applications for, and extensions, divisions and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law.
   24. “Personal Data” means any data collected, uploaded, transferred, stored, or otherwise processed in connection with the Services provided under this Agreement that relates to an identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person. Personal Data includes names, contact information and any other information defined as personal data under applicable Data Protection Laws.
   25. “Platform” means the hosted software and digital environment developed, operated and provided by Stova for the delivery, access, viewing and use of Services, including any technology, software (source and object code), Mobile Apps (including those downloaded via a third-party app store), web-based or desktop applications, APIs, database systems, software tools, network components, functionality, modules and solutions developed by Stova and hosted by Stova (or its third-party cloud-hosting provider), including without limitation all related user interfaces, and any updates, enhancements, patches, and fixes thereto. Any reference to “Services” under this Agreement is meant to include the Platform.
   26. “Service Term” means the duration of your subscription to, or receipt of, a Stova Service, as specified on the applicable Order Form.
   27. “Stova Group Member” means Stova Group, LLC and its subsidiary Affiliates, including MeetingPlay, LLC; Eventcore, LLC; Aventri, LLC; Zentila, LLC; Aventri (UK) Ltd.; Aventri Asia Pacific Pty. Limited; Aventri India Private Ltd.; TapCrowd BVBA; ITN International LLC; and Aventri Calgary Corp.
   28. “Stova Materials” means any and all (i) Documentation, equipment, technology, hardware, software, and information, as well as any other tangible or intangible property, data, know-how, methods, ideas, designs, content, images, text, templates, specifications, systems, code, works of authorship, inventions, or processes of any kind, that are proprietary to or licensed by Stova, and incorporated into or included with the Services; (ii) any and all modifications, updates, enhancements and derivative works thereof made by Stova or its licensors; and (iii) any Intellectual Property Rights in the foregoing. For the avoidance of doubt, “Stova Materials” do not include Work Product, Client Materials or Client Confidential Information.
   29. “Term” means the duration for which this Master Service Agreement shall remain in effect, pursuant to Section 11 of the MSA. “Term” includes any Service Term designated on an Order Form, together with any subsequent renewal or extension terms specified on an Addendum or new Order Form.
   30. “Work Product” means any and all customized deliverables developed, made or prepared by Stova specifically and uniquely for Client in connection with Managed Services performed under a SOW entered by the parties, together with all Intellectual Property Rights therein. Work Product does not include (i) Services, materials, user interfaces, templates, reporting tools, integrations or content provided to Client by Stova that have not been uniquely produced for Client and defined as “Work Product” in the applicable SOW, (ii) concepts, materials, templates or content developed by Stova independent of the Services, or without use of or reference to Client Materials, (iii) any underlying Stova Material incorporated into Work Product or upon which Work Product is based, (iv) technology or intellectual property made available to Client as part of generally-available maintenance, training or customer support for any Stova Service, or (v) Stova Confidential Information.