Terms of Service - Backline

General Terms of Services Agreement

By accessing or using Backline's website, mobile applications, or services, you acknowledge and are agreeing to the terms and conditions of this GENERAL TERMS OF SERVICES AGREEMENT ("Terms of Service") and the rights and obligations contained in it are in addition to and are incorporated into every Order Form, Statement of Work, and Ticketing Services Agreement (collectively, the "Agreement"). By agreeing to the Terms of Service, you further acknowledge you have read and agree to Backline's Privacy Policy which governs Backline's handling of personal data in accordance with applicable laws.

BY ACCEPTING OUR AGREEMENT, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND TERMS OF SERVICE, THE PRIVACY POLICY, AND THE TICKETING SERVICES AGREEMENT EACH HEREBY INCORPORATED BY REFERENCE, AND EXPRESSLY AGREE TO, AND CONSENT TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED THEREIN.

ARBITRATION NOTICE: These Terms of Service contain a binding arbitration provision set forth below in Section 14. Except where prohibited by applicable law, these Terms of Service require you to arbitrate disputes with us rather than resolve disputes through a jury trial or class action.

Section 1 - Definitions

"Affiliate" of any entity means any person or entity that controls, is controlled by, or that is under common control with, such entity, whether as of the date of your agreement to these Terms or after.

"Consumer" means customers using our Services for any reason, including to consume information and/or attend events.

"Organizer" means an event creator using our Services to create events for Consumers.

"Services" include the Backline Platform, and related services provided by Backline.

"Backline Platform" means Backline's products, features and offerings that are accessible online through Backline's websites, mobile applications and subdomains.

Section 2 - Software Services

License Grant

Provided that you fully comply with these Terms of Service, including all payment obligations, Backline hereby grants to you a non-exclusive, terminable, non-transferable right and license to access and use the Software Services pursuant to the Agreement, in and under Backline's intellectual property rights.

Restrictions

You shall not use the Software Services beyond the scope of the rights granted in the Agreement. You shall not directly or indirectly alter, modify, adapt, translate, copy, distribute, reverse engineer, decompile, disassemble, or create any derivative works of the Software Services.

Section 3 - Your Obligations

You shall be responsible for obtaining and purchasing all necessary equipment, telecommunications infrastructure, Internet access services required to use the Software Services.
You will provide commercially reasonable cooperation with Backline to assist in provision of the Software Services.
You shall comply with all applicable local, state, federal, international and foreign laws, treaties, regulations, and industry standards applicable to your use of the Software Services.
You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure relevant to the Software Services.

Section 4 - Payment Terms

You shall pay the fees as set forth on any Order Form or agreement. Failure to pay fees within the specified period will incur a late fee of 1.5% per month or the maximum allowed by law, whichever is greater. Backline reserves the right to suspend your access immediately upon non-payment.

Section 5 - Intellectual Property Rights

You acknowledge and agree that Backline retains sole and exclusive ownership of all right, title, and interest in and to the Software Services, including any updates, modifications, improvements, enhancements, configurations or any derivative works made to the Software Services.

Section 6 - Warranties

Disclaimer

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, BACKLINE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT. ALL BACKLINE TECHNOLOGY AND RELATED SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS.

Section 7 - Indemnification

You agree to defend, indemnify, and hold harmless Backline, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with:

Your breach of these Terms of Service
Your unauthorized or improper use of the Services
Your violation of any applicable law, regulation, or third-party rights
Your events or content provided through the Services

Section 8 - Limitation of Liability

Important Limitation

IN NO EVENT WILL BACKLINE BE LIABLE FOR: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES OR PROFITS. BACKLINE'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

Section 9 - Code of Conduct

When using the Services provided by Backline, you agree to comply with the following Code of Conduct. The Services may not be used to:

Engage in any purpose or activity that is unlawful or prohibited by this Agreement or applicable law
Reverse-engineer, decompile, disassemble, or create derivative works of the Services
Use the Services in any manner that infringes upon the intellectual property or other legal rights of third parties
Commit fraud, falsify information, or misrepresent any information provided to Backline
Circumvent, disable, or interfere with any technical limitations or security features of the Services
Harvest or collect personal information of other users without express consent
Post, upload, transmit, or provide any materials containing viruses, malware, or other harmful code
Impersonate any person or entity or create a false identity
Send unsolicited messages, spam, chain letters, or junk mail

Section 10 - Term and Termination

Either party may terminate this Agreement for cause if the other party breaches any material provision and fails to cure such breach within fifteen (15) days after written notice. Upon termination, your rights to use the Services will cease immediately.

Section 11 - General Conditions

We reserve the right to refuse service and/or access to the Services to anyone at any time. Backline shall have no liability for interruptions or omissions in Internet, network or hosting services.

Section 12 - Arbitration Agreement and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IT REQUIRES BINDING ARBITRATION OF MOST DISPUTES INSTEAD OF LITIGATION IN COURT AND AFFECTS LEGAL RIGHTS THAT YOU MAY OTHERWISE HAVE.

You and we hereby agree that any claim, controversy, or dispute related to or arising out of access to and use of the Services or these Terms of Service will be resolved by binding arbitration before a single arbitrator. You and we further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action.

30-Day Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions by sending written notice of your decision to opt out to: support@backlineapp.com. Notice must be sent within thirty (30) days of your use of the Services.

Section 13 - Miscellaneous

Governing Law: This Agreement shall be governed by the laws of the State of Indiana, excluding its conflicts of laws provisions.
Assignment: You may not assign any of your rights under this Agreement without our prior written consent.
Notices: All notices shall be given in writing to the addresses set forth in any agreement or to our support email.
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.