Event Workforce Group Terms and Conditions

Please read the below terms and conditions for your region

USA Licensing Agreement

THIS SOFTWARE LICENSING AGREEMENT (“Agreement”) is made and entered into as of the date of submission] (the “Effective Date”), by and between ‘Event Workforce Group (USA)’ INC., a Delaware Corporation and the entity identified in Item 1 of the attached Schedule (the “User”) (collectively, “the Parties”).

RECITALS:

Whereas, Event Workforce Group (USA) has developed an Online Staff Rostering System (“Event Workforce Group Technology”) that enables event organizers to screen, recruit, and coordinate their existing database of event staff for specific events, accredit their workforce and external stakeholders for events, and create a downloadable file to provide to third party printers; and

WHEREAS, the User desires to use the Software in connection with its upcoming event(s) (“Event”), and Event Workforce Group (USA) is willing to grant User a license to use the Software and provide support services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereto agree as follows:

OPERATIVE PROVISIONS:

DEFINITIONS AND INTERPRETATION

In this agreement the words and expressions set out in this clause have the following meanings unless the context admits otherwise:

“Business Day” means a day that is not a Saturday, Sunday, or any other day which is a federal holiday or a bank holiday in the place where an act is to be performed or a payment is to be made.

“Event Staff” means and includes employees, contractors, interns, and/or volunteers of the User that are providing services for the Event.

“Online Staff Rostering System” means and includes but is not limited to:

the online staff rostering system known as “Event Workforce Group Technology” which features:

Event details upload facilities;

Event Staff details upload facilities;

Shift rostering via text message and email communication facilities;

Post-Event reporting and timesheet preparation; and

Software functionality including, but not limited to, text message integration whereby the User’s advertised requests for Event Staff availability is sent via text message or email to Event Staff in its existing Event Staff database and Event Staff may respond committing to attendance at the User’s Event.

“Schedule” means the schedule attached to this Agreement and marked as such and including any amendments or modifications thereto. In the event of a conflict between the Agreement and the Schedule, the Schedule will control.

TERM

The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Agreement (“Term”).

SOFTWARE & SERVICES

Subject to the terms of this Agreement, Event Workforce Group (USA) will use commercially reasonable efforts to provide the User with access to the Online Staff Rostering System, all components, accessories, and documentation related to the Online Staff Rostering System, and all update and revisions thereto (“Software”), and the Services described in the attached Schedule (“Services”).

LICENSES

Event Workforce Group (USA) hereby grants the User a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Software during the Term of this Agreement and in connection with the Services, which includes the following features:

managing User’s existing Event Staff database;

advertising for Event Staff available for placement at its Events;

enabling the Software to access User’s existing database to send a text message to the mobile telephones of Event Staff advertising the placement availability (“text message integration”);

enabling the Software to accept and track acceptance of placements by Event Staff within the User’s existing Event Staff database;

collecting stakeholder information for accreditation purposes, approving accreditation rights and downloading accreditation passes in printable format; and

access to the website functionality available via login at https://xxxxx.rosterfy.co and all of the features of that website as are currently operating on the Effective Date.

The User hereby grants Event Workforce Group (USA) a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use User’s name and logo in press releases, marketing materials, and on www.eventworkforcegroup.com, pursuant to User’s terms governing such use and subject to the User’s prior approval of any such use.

FEES; PAYMENT TERMS

The User will pay Event Workforce Group (USA) the Fees described in the pricing table shared with the User. Event Workforce Group (USA) reserves the right to change the Fees or applicable charges and to institute new charges and Fees providing prior notice to the User (which may be sent by email).

Licensing Fees, Set-up Fees, and technician travel costs shall be due by the due date set forth in the invoice provided. Event Workforce Group (USA) shall send an invoice for all Additional Fees at the beginning of each month for the prior month.

PAYMENT METHODS

Invoice

Full payment of invoices must be received by Event Workforce Group (USA) fourteen (14) days after receipt by User. You will pay all amounts in USD. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of this Agreement. User shall be responsible for all taxes associated with Software and the Services other than U.S. taxes based on Event Workforce Group (USA)’s net income.

Credit Card Subscription Payment

To process credit card payments, EWG utilizes third party software from ChargeBee https://www.chargebee.com/ and Braintree https://www.braintreepayments.com process and manage User payments and subscriptions. To be clear, credit card details will be stored on secure Braintree servers, while your monthly recurring billing will be processed by Chargebee.

The User will pay their monthly subscription to Event Workforce Group (USA) via the secure online payment gateway. You will pay all amounts in USD. The subscription will deduct the nominated credit card on the first day of the month in advance, providing the User with an online portal to view all invoices and edit billing details.

PAYMENT SECURITY

We use industry standard encryption to keep your personal information secure throughout the payment process. We do not permanently store your credit card or bank information. We will not be liable for any damages or losses (whether direct or indirect) caused if a member's card is used fraudulently.

SUBSCRIPTION TERMS AND RENEWALS

Hosted Services are provided on a subscription basis recurring monthly, Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

DELECTION AT END OF SUBSCRIPTION

We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.

OBLIGATIONS

Event Workforce Group (USA) ’s additional obligations under this Agreement include:

Upon acceptance of these terms and conditions, Event Workforce Group (USA) shall provide the User with all necessary access codes for login to the Software and begin providing the Services.

Event Workforce Group (USA) shall ensure that all available updates, enhancements, improvements, additions, modifications and bug patches for the Software are made available to the User as soon as practicable, but Event Workforce Group (USA) has no obligation to develop or provide any updates or revisions to the Services or Software, and Event Workforce Group (USA) reserves the right to alter or adjust performance specifications for the Services and Software as it deems necessary or desirable.

The User’s additional obligations under this Agreement include:

The User represents, covenants, and warrants that it will use the Services and Software only in compliance with Event Workforce Group (USA)’s standard published policies then in effect and all applicable laws and regulations. Although Event Workforce Group (USA) has no obligation to monitor the User’s use of the Services and Software, Event Workforce Group (USA) may do so at any time and without notification to the User, and may prohibit any use of the Services or Software it believes may be (or alleged to be) in violation of the foregoing.

The User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and Software, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like, plus Event supplies such as paper materials, lanyards, and printers (collectively, “Equipment”). User shall also be responsible for maintaining the security of the Equipment, User’s account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of User’s account or the Equipment with or without User’s knowledge or consent.

The User shall obtain all necessary consents to send text communications to users of the Software. All text communications initiated by the User to a user via the Software shall comply with all applicable laws and only be sent as necessary for use of the Software.

CONFIDENTIALITY

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose confidential business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Event Workforce Group (USA) includes, but may not be limited to, non-public information regarding features, functionality, and performance of the Services and Software. Confidential Information of User includes non-public data provided by User to Event Workforce Group (USA) to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.

The Receiving Party, and each of its officers, employees, and agents, must return all documents and other media which contain Confidential Information to the Disclosing Party when reasonably requested to do so.

If the Receiving Party is required, or anticipates or has cause to anticipate that it may be required, by law or court order to disclose Confidential Information, the Receiving Party must immediately notify the Disclosing Party of the actual or anticipated requirement and use its best endeavours (without breach of applicable law) to delay and withhold disclosure until the Disclosing Party has had a reasonable opportunity to oppose disclosure by lawful means.

The Parties acknowledge that:

the Confidential Information of the Disclosing Party is at all times the property of the Disclosing Party;

a breach of this clause would be harmful to the business interests of the Disclosing Party; monetary damages alone would not be a sufficient remedy for a breach of this clause; and in addition to any other remedy which may be available in law or equity, the Disclosing Party is entitled to interim, interlocutory, and permanent injunctions or any of them to prevent breach of this clause and to compel specific performance of it.

Obligations in relation to Confidential Information continue indefinitely and are not diminished or terminated by the completion or termination for any reason of this Agreement.

PRIVACY

Any Personal Information collected, used, or accessed by Event Workforce Group (USA) or the User in the course of performing this Agreement must be:

used by the User solely for the purposes contemplated by this Agreement and only for the term of this Agreement;

dealt with by the User in accordance with applicable U.S. privacy laws; and used by the User only with the consent of individual to whom the Personal Information relates.

PROPRIETARY RIGHTS; NO RIGHT TO COPY, MODIFY, OR DISASSEMBLE

The Services and Software provided by Event Workforce Group (USA) and all copies thereof are proprietary to and the property of Event Workforce Group (USA), regardless of whether the subject matter of such property, including intellectual property, is registrable and whether that property arises during or after the termination of this Agreement. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Services and Software are and will remain in Event Workforce Group (USA), and User shall have no such intellectual property rights in the Services and Software.

Not withstanding anything to the contrary, Event Workforce Group (USA) shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, Software, and related systems and technologies, and Event Workforce Group (USA) will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and Software and for other development, diagnostic, and corrective purposes in connection with the Services, Software, and other Event Workforce Group (USA) offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

The User may not copy or reproduce the Services or Software without Event Workforce Group (USA)’s prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. The User may not copy or reproduce any software or documentation provided by Event Workforce Group (USA), without Event Workforce Group (USA)’s prior written consent, except as is reasonably needed to perform the User’s obligations under this Agreement. Each copy of software or documentation made by the User must contain Event Workforce Group (USA)’s proprietary and copyright notices in the same form as on the original.

The User agrees to secure and protect the Services or Software and all copies thereof in a manner consistent with the maintenance of Event Workforce Group (USA)’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.

The User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Event Workforce Group (USA) or authorized within the Software); or remove any proprietary notices or labels

WARRANTY; DISCLAIMERS; LIMITATION ON LIABILITY

Event Workforce Group (USA) shall use reasonable efforts consistent with prevailing industry standards to maintain the Services and Software in a manner which minimizes errors and interruptions in the Services and Software. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Event Workforce Group (USA) or by third-party providers, or because of other causes beyond Event Workforce Group (USA)’s reasonable control, but Event Workforce Group (USA) shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Event Workforce Group (USA) does not warrant that the Services or Software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services or Software. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND EVENT WORKFORCE GROUP (USA) DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SMS (text messaging) and email notifications are optional components of the Software that are reliant on third party providers for full effectiveness, delivery, and receipt. Event Workforce Group (USA) shall not be responsible or liable for any SMS or email errors or delays, or any damages or issues that result from such errors or delays. Furthermore, Event Workforce Group (USA) shall not be responsible for any additional charges or fees assessed by a third party provider as a result of User’s use of these optional components.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, EVENT WORKFORCE GROUP (USA) AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EVENT WORKFORCE GROUP (USA)’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY USER TO EVENT WORKFORCE GROUP (USA) UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EVENT WORKFORCE GROUP (USA) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The User understands that the Services Event Workforce Group (USA) is offering under this Agreement are related to designing, implementing, and maintaining the Software. However, due to Event Workforce Group (USA)’s experience in the field of event organizing, the User may ask Event Workforce Group (USA) for advice, information, or opinions related to managing Event Staff or organizing events that goes beyond the scope of the Services or support of the Software. Such advice, information, or opinions are not covered by this Agreement, and Event Workforce Group (USA) shall not be liable for any harm, damage, delay, negative result, or other issue resulting from the User’s reliance on advice requested from Event Workforce Group (USA) that is not directly related to the User’s use or implementation of the Software.

INDEMNITY

The User shall defend, indemnify, and hold harmless Event Workforce Group (USA), its officers, directors, affiliates, employees, and contractors from and against any and all third party claims and liabilities (including, without limitation, reasonable attorneys' fees and costs) arising from or in connection with:

any breach by the User of a material provision of this Agreement;

any failure by the User or its affiliates, employees, agents, or contractors to comply with any relevant laws;

any failure by the User or its affiliates, employees, agents, or contractors to perform all or any of its obligations under this Agreement; or

any reliance by the User on Event Workforce Group (USA)’s advice relating to managing Event Staff or organizing events that is not directly related to the User’s use or implementation of the Software.

ASSIGNMENT

The User may not assign, transfer, or otherwise deal with all or any part of their rights or obligations under this Agreement without first obtaining the written consent of Event Workforce Group (USA), which shall not be unreasonably withheld.

Notwithstanding anything contained herein to the contrary, Event Workforce Group (USA) may in its absolute discretion, assign, transfer, or otherwise deal with all or any part of its rights or obligations under this Agreement, provided such dealing does not adversely impact any of the User’s rights under the Agreement.

NO PARTNERSHIP

13.1 This Agreement does not create or evidence a partnership or joint venture between the Parties.

TERMINATION

For the purpose of this Agreement, the breach by either party of any of its obligations under this Agreement is a terminating event, provided that notice of such breach is first communicated by the aggrieved or damaged party in writing to the party that is in breach and the notice provides the party in breach with a period of seven (7) Business Days to rectify or remedy the breach, and the breach is not rectified or remedied during such period.

Notwithstanding anything contained herein to the contrary, Event Workforce Group (USA) may terminate this Agreement immediately and without notice to the User if Event Workforce Group (USA) becomes aware of any breach by the User of Event Workforce Group (USA)’s Intellectual Property rights or any unauthorized use by the User of Event Workforce Group (USA)’s Intellectual Property or Confidential Information.

Either party may terminate this Agreement for any or no reason with written notice to the other party. All fees accrued prior to the termination date shall be due to Event Workforce Group (USA) within 30 Business Days of the termination date.

Any termination of a license granted under this Agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this Agreement, which is expressly or by implication intended to continue in force after such termination.

NOTICES

A notice or communication to be served or given under this Agreement must be in writing and may be served or given by any lawful means of service, including without limitation service by hand delivery, ordinary, certified, or registered pre-paid post or by facsimile transmission. The date a notice is deemed served, given, and received is:

if delivered by hand, the day of delivery but if delivery takes place after 4:00 pm on a Business Day or on a day that is not a Business Day then it is deemed served, given, and received on the next Business Day;

if posted, three (3) Business Days after the day it is posted;

if by facsimile transmission, on the day of transmission but if transmission is not on a business day or is not completed by 4:00 pm on a Business Day then it is deemed served, given and received the next Business Day.

The address and facsimile number at which a party may be served or given notices under this Agreement is its address and facsimile number as appearing in this Agreement or such other address or facsimile number for service it notifies the other parties of in writing.

DISPUTE RESOLUTION

Any dispute between the parties about any matter relating to the performance of this Agreement which cannot be resolved by the parties within twenty-one (21) days of written notice of the dispute being served by one party on the other shall first be referred to a meeting of senior executives of both parties called by either party.

If the parties fail to agree then at the option of either party, the dispute shall be referred to mediation or arbitration procedure as agreed between the parties, each acting in good faith.

If the parties are unable to agree on a procedure or any aspect of a procedure, then the dispute shall be referred to binding arbitration in San Francisco, California, before an arbitrator who is mutually agreeable to the Parties. If the Parties cannot agree on an arbitrator, the arbitrator will be assigned by the American Arbitration Association. The arbitration will be conducted according to Section 638 of the California Code of Civil Procedure, and not by court action before a judge or jury. The arbitrator will provide the parties with a written decision and findings of fact regarding the resolution of any and all disputes and/or claims arising out of this Agreement. The Parties shall each bear equally all costs and fees of the arbitrator, and consent to personal jurisdiction and venue in the state and federal courts located in the City of San Francisco and County of San Francisco to confirm, vacate, or modify the arbitration award under governing law. The arbitrator will have the authority to award reasonable attorneys’ fees and costs as the arbitrator deems appropriate.

NO WAIVER

A waiver by one party of another party's default under this Agreement will not constitute a release of the defaulting party's obligation to observe and perform all of its obligations under this Agreement in the future

SEVERABILITY

If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.

EXECUTION OF COUNTERPARTS

This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same agreement.

FURTHER ASSURANCE

Each party must promptly at its own cost do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.

ENTIRE UNDERSTANDING

This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement and supersedes any prior agreement or understanding on anything connected with that subject matter. This Agreement may not be modified or amended except by the written acceptance of both Parties

INTERPRETATION

The Parties acknowledge that this Agreement and all the terms and conditions contained herein have been fully reviewed and negotiated by the Parties and their respective counsel. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the State of California, excluding any such laws that might direct the application of the laws of another jurisdiction. The parties agree that the federal or state courts located in the State of California shall have exclusive jurisdiction to hear any dispute under this Agreement.



Event Workforce Group Technology Support Service Level Agreement

When User raises a support issue with Event Workforce Group Technology, Event Workforce Group (USA) will ensure best endeavors are taken to provide a high level of support.

Event Workforce Group (USA) is deemed to have responded when it has replied to User’s initial request. This may be in the form of an email or telephone call, to either provide a solution or request further information about the issue. Support issues must only be escalated after all practical testing and FAQ information has been consulted.

Response times depend on the severity of the issue, as outlined below:

Issue Severity
Response Time
Fatal
4 hours
Severe
24 hours
Minor
72 hours

Response times are measured from the moment User submits a support request via Event Workforce Group (USA)’s online support system, Zendesk.

Severity levels shown in the table above are generally defined as follows:

Fatal– Complete degradation – all users and critical functions affected. Service completely unavailable.

  • System completely fails and is not available to admin or Event Staff to access.
  • Linked Event Workforce Group (USA) User accounts (corresponding clients) appear in User portal.
  • Email functionality ceases to deliver emails and Event Workforce Group (USA) system does not read inbound emails.
  • SMS functionality ceases to deliver SMS or the Event Workforce Group (USA)'s

Severe– Significant degradation – limited number of users or functions affected. Business process can continue.

  • Event, role, or shift upload functionality does not work after testing multiple times.
  • Questionable functionality, including attaching modules to events and creating registration page fields failing to correspond to live site.
  • Admin password repeatedly not working.
  • Inputted data into form mode does not save within database.

User experience: links do not land at intended page.

Minor– Small degradation – few users or one function affected. Business process can continue.

  • System becomes significantly slower than standard general usage speeds for the administrator.
  • Report content is inaccurate.
  • Reports are not able to be generated including training module reports.
  • Subscription API fails and does not match unsubscribed users across databases.
  • Admin experience – links do not land at intended page.
  • Event roster calculations are not accurate within admin summary screen.
  • Event Staff submits a question around system usage, which the User is unable to answer without consulting Event Workforce Group (USA)
  • User requests further training on software usage.
  • Volunteer event application does not register.
  • Email and SMS correspondence is inaccurate based on auto generated text.
  • Page layout, content and logos do not appear according to client instructions. (Note: Content issues must only be escalated should they not be amended within account custom portal settings.)

Recommended Browsers

Event Workforce Group (USA) recommends that one of the following preferred browsers is used for usage by User and also Event Staff. The User must be aware system performance may vary and Event Workforce Group (USA) cannot guarantee that the Software will work as designed if browsers other than the below are used:

  • Google Chrome v22 +
  • Mozilla Firefox v28 +
  • Apple Safari

Event Workforce Group Technology is not responsible if the Software is slow or inoperable if a recommended browser is not used.

Service Level Support Authorization

By signing this Agreement, Event Workforce Group Technology and the User agree to the above service level support times.


Australasia Licensing Agreement

THIS AGREEMENT is made on the date this agreement is accepted by the User, failing which it is dated on the date the parties execute the Agreement.

BETWEEN

EVENT WORKFORCE GROUP TECHNOLOGY PTY LTD(ACN 164 158 650)

c/- of P J Kearney & Co, ‘Skipping Girl Place,’ Suite 8, 651-653 Victoria Street, Abbotsford, Victoria (“Event Workforce Group PTY LTD”)

and

The person identified in Item 1 of the Schedule (“the User

RECITALS:

Whereas, Event Workforce Group has developed an Online Staff Rostering System (“Event Workforce Group Technology”) that enables event organizers to screen, recruit, and coordinate their existing database of event staff for specific events, accredit their workforce and external stakeholders for events, and create a downloadable file to provide to third party printers; and

WHEREAS, the User desires to use the Software in connection with its upcoming event(s) (“Event”), and Event Workforce Group is willing to grant User a license to use the Software and provide support services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereto agree as follows:

OPERATIVE PROVISIONS:

DEFINITIONS AND INTERPRETATION

In this agreement the words and expressions set out in this clause have the following meanings unless the context admits otherwise:

“Business Day” means a day that is not a Saturday, Sunday, or any other day which is a federal holiday or a bank holiday in the place where an act is to be performed or a payment is to be made.

“Event Staff” means and includes employees, contractors, interns, and/or volunteers of the User that are providing services for the Event.

“Online Staff Rostering System” means and includes but is not limited to:

the online staff rostering system known as “Event Workforce Group Technology” which features:

Event details upload facilities;

Event Staff details upload facilities;

Shift rostering via text message and email communication facilities;

Post-Event reporting and timesheet preparation; and

Software functionality including, but not limited to, text message integration whereby the User’s advertised requests for Event Staff availability is sent via text message or email to Event Staff in its existing Event Staff database and Event Staff may respond committing to attendance at the User’s Event.

“Schedule” means the schedule attached to this Agreement and marked as such and including any amendments or modifications thereto. In the event of a conflict between the Agreement and the Schedule, the Schedule will control.

TERM

The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Agreement (“Term”).

SOFTWARE & SERVICES

Subject to the terms of this Agreement, Event Workforce Group will use commercially reasonable efforts to provide the User with access to the Online Staff Rostering System, all components, accessories, and documentation related to the Online Staff Rostering System, and all update and revisions thereto (“Software”), and the Services described in the attached Schedule (“Services”).

LICENSES

Event Workforce Group hereby grants the User a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Software during the Term of this Agreement and in connection with the Services, which includes the following features:

managing User’s existing Event Staff database;

  • advertising for Event Staff available for placement at its Events;
  • enabling the Software to access User’s existing database to send a text message to the mobile telephones of Event Staff advertising the placement availability (“text message integration”);
  • enabling the Software to accept and track acceptance of placements by Event Staff within the User’s existing Event Staff database;
  • collecting stakeholder information for accreditation purposes, approving accreditation rights and downloading accreditation passes in printable format; and
  • access to the website functionality available via login at https://xxxxx.rosterfy.co and all of the features of that website as are currently operating on the Effective Date.

The User hereby grants Event Workforce Group a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use User’s name and logo in press releases, marketing materials, and on www.eventworkforcegroup.com, pursuant to User’s terms governing such use and subject to the User’s prior approval of any such use.

FEES; PAYMENT TERMS

The User will pay Event Workforce Group the Fees described in the pricing table shared with the User. Event Workforce Group reserves the right to change the Fees or applicable charges and to institute new charges and Fees providing prior notice to the User (which may be sent by email).

Licensing Fees, Set-up Fees, and technician travel costs shall be due by the due date set forth in the invoice provided. Event Workforce Group shall send an invoice for all Additional Fees at the beginning of each month for the prior month.

PAYMENT METHODS

Invoice

Full payment of invoices must be received by Event Workforce Group fourteen (14) days after receipt by User. You will pay all amounts in AUD. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of this Agreement. User shall be responsible for all taxes associated with Software and the Services other than U.S. taxes based on Event Workforce Group’s net income.

Credit Card Subscription Payments

To process credit card payments, EWG utilizes third party software from ChargeBee chargebee.com and Braintree braintreepayments.com to process and manage User payments and subscriptions. User credit card details will be stored on secure Braintree servers, while your monthly recurring billing will be processed by Chargebee.

PAYMENT SECURITY

We use industry standard encryption to keep your personal information secure throughout the payment process. We do not permanently store your credit card or bank information. We will not be liable for any damages or losses (whether direct or indirect) caused if a member's card is used fraudulently.

SUBSCRIPTION TERMS AND RENEWALS

Hosted Services are provided on a subscription basis recurring monthly, except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

DELECTION AT END OF SUBSCRIPTION

We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.

OBLIGATIONS

Event Workforce Group ’s additional obligations under this Agreement include: Upon acceptance of these terms and conditions, Event Workforce Group shall provide the User with all necessary access codes for login to the Software and begin providing the Services.

Event Workforce Group shall ensure that all available updates, enhancements, improvements, additions, modifications and bug patches for the Software are made available to the User as soon as practicable, but Event Workforce Group has no obligation to develop or provide any updates or revisions to the Services or Software, and Event Workforce Group reserves the right to alter or adjust performance specifications for the Services and Software as it deems necessary or desirable.

The User’s additional obligations under this Agreement include:

The User represents, covenants, and warrants that it will use the Services and Software only in compliance with Event Workforce Group’s standard published policies then in effect and all applicable laws and regulations. Although Event Workforce Group has no obligation to monitor the User’s use of the Services and Software, Event Workforce Group may do so at any time and without notification to the User, and may prohibit any use of the Services or Software it believes may be (or alleged to be) in violation of the foregoing.

The User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and Software, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like, plus Event supplies such as paper materials, lanyards, and printers (collectively, “Equipment”). User shall also be responsible for maintaining the security of the Equipment, User’s account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of User’s account or the Equipment with or without User’s knowledge or consent.

The User shall obtain all necessary consents to send text communications to users of the Software. All text communications initiated by the User to a user via the Software shall comply with all applicable laws and only be sent as necessary for use of the Software.

CONFIDENTIALITY

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose confidential business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Event Workforce Group includes, but may not be limited to, non-public information regarding features, functionality, and performance of the Services and Software. Confidential Information of User includes non-public data provided by User to Event Workforce Group to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.

User shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of this Agreement, and shall ensure that its employees observe the confidentiality obligations in this Section. User acknowledges that the Services and Software may contain Confidential Information developed or acquired by Event Workforce Group and that all rights therein and in other Event Workforce Group Confidential Information remain the sole property of Event Workforce Group . In addition, User agrees to treat any communications and reports prepared under this Agreement as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Event Workforce Group’s prior written consent.

The Receiving Party, and each of its officers, employees, and agents, must return all documents and other media which contain Confidential Information to the Disclosing Party when reasonably requested to do so.

If the Receiving Party is required, or anticipates or has cause to anticipate that it may be required, by law or court order to disclose Confidential Information, the Receiving Party must immediately notify the Disclosing Party of the actual or anticipated requirement and use its best endeavours (without breach of applicable law) to delay and withhold disclosure until the Disclosing Party has had a reasonable opportunity to oppose disclosure by lawful means.

The Parties acknowledge that:

the Confidential Information of the Disclosing Party is at all times the property of the Disclosing Party;

a breach of this clause would be harmful to the business interests of the Disclosing Party;

monetary damages alone would not be a sufficient remedy for a breach of this clause; and

in addition to any other remedy which may be available in law or equity, the Disclosing Party is entitled to interim, interlocutory, and permanent injunctions or any of them to prevent breach of this clause and to compel specific performance of it.

Obligations in relation to Confidential Information continue indefinitely and are not diminished or terminated by the completion or termination for any reason of this Agreement.

PRIVACY

Any Personal Information collected, used, or accessed by Event Workforce Group or the User in the course of performing this Agreement must be:

used by the User solely for the purposes contemplated by this Agreement and only for the term of this Agreement;

dealt with by the User in accordance with applicable U.S. privacy laws; and

used by the User only with the consent of individual to whom the Personal Information relates.

PROPRIETARY RIGHTS; NO RIGHT TO COPY, MODIFY, OR DISASSEMBLE

The Services and Software provided by Event Workforce Group and all copies thereof are proprietary to and the property of Event Workforce Group , regardless of whether the subject matter of such property, including intellectual property, is registrable and whether that property arises during or after the termination of this Agreement. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Services and Software are and will remain in Event Workforce Group , and User shall have no such intellectual property rights in the Services and Software.

Notwithstanding anything to the contrary, Event Workforce Group shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, Software, and related systems and technologies, and Event Workforce Group will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and Software and for other development, diagnostic, and corrective purposes in connection with the Services, Software, and other Event Workforce Group offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

The User may not copy or reproduce the Services or Software without Event Workforce Group’s prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. The User may not copy or reproduce any software or documentation provided by Event Workforce Group , without Event Workforce Group’s prior written consent, except as is reasonably needed to perform the User’s obligations under this Agreement. Each copy of software or documentation made by the User must contain Event Workforce Group’s proprietary and copyright notices in the same form as on the original.

The User agrees to secure and protect the Services or Software and all copies thereof in a manner consistent with the maintenance of Event Workforce Group’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.

The User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Event Workforce Group or authorized within the Software); or remove any proprietary notices or labels.

WARRANTY; DISCLAIMERS; LIMITATION ON LIABILITY

Event Workforce Group shall use reasonable efforts consistent with prevailing industry standards to maintain the Services and Software in a manner which minimizes errors and interruptions in the Services and Software. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Event Workforce Group or by third-party providers, or because of other causes beyond Event Workforce Group’s reasonable control, but Event Workforce Group shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Event Workforce Group does not warrant that the Services or Software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services or Software. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND EVENT WORKFORCE GROUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SMS (text messaging) and email notifications are optional components of the Software that are reliant on third party providers for full effectiveness, delivery, and receipt. Event Workforce Group shall not be responsible or liable for any SMS or email errors or delays, or any damages or issues that result from such errors or delays. Furthermore, Event Workforce Group shall not be responsible for any additional charges or fees assessed by a third party provider as a result of User’s use of these optional components.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, EVENT WORKFORCE GROUP AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EVENT WORKFORCE GROUP’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY USER TO EVENT WORKFORCE GROUP UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EVENT WORKFORCE GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The User understands that the Services Event Workforce Group is offering under this Agreement are related to designing, implementing, and maintaining the Software. However, due to Event Workforce Group’s experience in the field of event organizing, the User may ask Event Workforce Group for advice, information, or opinions related to managing Event Staff or organizing events that goes beyond the scope of the Services or support of the Software. Such advice, information, or opinions are not covered by this Agreement, and Event Workforce Group shall not be liable for any harm, damage, delay, negative result, or other issue resulting from the User’s reliance on advice requested from Event Workforce Group that is not directly related to the User’s use or implementation of the Software.

INDEMNITY

The User shall defend, indemnify, and hold harmless Event Workforce Group, its officers, directors, affiliates, employees, and contractors from and against any and all third party claims and liabilities (including, without limitation, reasonable attorneys' fees and costs) arising from or in connection with:

any breach by the User of a material provision of this Agreement;

any failure by the User or its affiliates, employees, agents, or contractors to comply with any relevant laws;

any failure by the User or its affiliates, employees, agents, or contractors to perform all or any of its obligations under this Agreement; or

any reliance by the User on Event Workforce Group’s advice relating to managing Event Staff or organizing events that is not directly related to the User’s use or implementation of the Software.

ASSIGNMENT

The User may not assign, transfer, or otherwise deal with all or any part of their rights or obligations under this Agreement without first obtaining the written consent of Event Workforce Group, which shall not be unreasonably withheld.

Notwithstanding anything contained herein to the contrary, Event Workforce Group may in its absolute discretion, assign, transfer, or otherwise deal with all or any part of its rights or obligations under this Agreement, provided such dealing does not adversely impact any of the User’s rights under the Agreement.

NO PARTNERSHIP

This Agreement does not create or evidence a partnership or joint venture between the Parties.

TERMINATION

FURTHER ASSURANCE

For the purpose of this Agreement, the breach by either party of any of its obligations under this Agreement is a terminating event, provided that notice of such breach is first communicated by the aggrieved or damaged party in writing to the party that is in breach and the notice provides the party in breach with a period of seven (7) Business Days to rectify or remedy the breach, and the breach is not rectified or remedied during such period

Notwithstanding anything contained herein to the contrary, Event Workforce Group may terminate this Agreement immediately and without notice to the User if Event Workforce Group becomes aware of any breach by the User of Event Workforce Group’s Intellectual Property rights or any unauthorized use by the User of Event Workforce Group’s Intellectual Property or Confidential Information.

Either party may terminate this Agreement for any or no reason with written notice to the other party. All fees accrued prior to the termination date shall be due to Event Workforce Group within 30 Business Days of the termination date.

Any termination of a license granted under this Agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this Agreement, which is expressly or by implication intended to continue in force after such termination.

NOTICES

A notice or communication to be served or given under this Agreement must be in writing and may be served or given by any lawful means of service, including without limitation service by hand delivery, ordinary, certified, or registered pre-paid post or by facsimile transmission. The date a notice is deemed served, given, and received is:

if delivered by hand, the day of delivery but if delivery takes place after 4:00 pm on a Business Day or on a day that is not a Business Day then it is deemed served, given, and received on the next Business Day;

if posted, three (3) Business Days after the day it is posted;

if by facsimile transmission, on the day of transmission but if transmission is not on a business day or is not completed by 4:00 pm on a Business Day then it is deemed served, given and received the next Business Day.

The address and facsimile number at which a party may be served or given notices under this Agreement is its address and facsimile number as appearing in this Agreement or such other address or facsimile number for service it notifies the other parties of in writing.

DISPUTE RESOLUTION

Any dispute between the parties about any matter relating to the performance of this Agreement which cannot be resolved by the parties within twenty one (21) days of written notice of the dispute being served by one party on the other shall first be referred to a meeting of senior executives of both parties called by either party.

If the parties fail to agree then at the option of either party, the dispute shall be referred to mediation or arbitration procedure as agreed between the parties, each acting in good faith.

If the parties are unable to agree a procedure or any aspect of a procedure they shall seek assistance from the Law Institute of Victoria or such other similar body as may be agreed by the parties from time to time.

Unless otherwise agreed or directed, the parties shall share equally the costs of arbitration, and the use of mediation or other dispute resolution procedure shall be without prejudice to the rights of the parties in all respects if the arbitration or other dispute resolution procedure does not achieve an agreed resolution of the dispute.

NO WAIVER

A waiver by one party of another party's default under this Agreement will not constitute a release of the defaulting party's obligation to observe and perform all of its obligations under this Agreement in the future.

SEVERABILITY

If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.

EXECUTION OF COUNTERPARTS

This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same agreement.

FURTHER ASSURANCE

Each party must promptly at its own cost do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.

ENTIRE UNDERSTANDING

This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement and supersedes any prior agreement or understanding on anything connected with that subject matter. This Agreement may not be modified or amended except by the written acceptance of both Parties.

INTERPRETATION

The Parties acknowledge that this Agreement and all the terms and conditions contained herein have been fully reviewed and negotiated by the Parties and their respective counsel. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement is governed by Victorian law and the parties submit to the exclusive jurisdiction of the courts of the State of Victoria in relation to this Agreement. GST

In this Agreement:

"GST" means GST within the meaning of the GST Act.

“GST Act” means A New Tax System (Goods and Services Tax) Act 1999(as amended).

Expressions used herein and in the GST Act have the same meanings as when used in the GST Act.

Except where this Agreement states otherwise, each amount payable by a party under this Agreement in respect of a taxable supply by the other party is expressed as a GST exclusive amount and the recipient of the supply must, in addition to that amount and at the same time, pay to the supplier the GST payable in respect of the supply.

An adjustment of the consideration payable under this Agreement to take account of the New Tax System changes referred to in the Trade Practices Act 1974must not constitute price exploitation within the meaning of that Act or breach the guidelines in force from time to time published by the Australian Competition and Consumer Commission under Part VB of that Act.



Event Workforce Group Technology Support Service Level Agreement

When User raises a support issue with Event Workforce Group Technology, Event Workforce Group will ensure best endeavors are taken to provide a high level of support.

Event Workforce Group is deemed to have responded when it has replied to User’s initial request. This may be in the form of an email or telephone call, to either provide a solution or request further information about the issue. Support issues must only be escalated after all practical testing and FAQ information has been consulted.

Response times depend on the severity of the issue, as outlined below:

Issue Severity
Response Time
Fatal
4 hours
Severe
24 hours
Minor
72 hours

Response times are measured from the moment the client submits a support request via the supplier’s online support system or via direct email to Event Workforce Group Technology.

Response times apply during standard working hours. Severity levels shown in the table above are generally defined as follows:

Fatal– Complete degradation – all users and critical functions affected. Service completely unavailable.

  • System completely fails and is not available to admin or volunteers to access.
  • Linked Event Workforce Group Technology User accounts (corresponding clients) appear in User portal.
  • Email functionality ceases to deliver emails and Event Workforce Group Technology system does not read inbound emails.
  • SMS functionality ceases to deliver SMS or the Event Workforce Group Technology system does not read inbound SMS.

Severe– Significant degradation – limited number of users or functions affected. Business process can continue.

  • Event, role or shift upload functionality does not work after testing multiple times.
  • Question manage functionality, including attaching modules to events and creating registration page fields failing to correspond to live site.
  • Admin password repeatedly not working.
  • Inputted data into form mode does not save within database.

User experience: links do not land at intended page.

Minor– Small degradation – few users or one function affected. Business process can continue.

  • System becomes significantly slower than standard general usage speeds for the administrator.
  • Report content is inaccurate.
  • Reports are not able to be generated including training module reports.
  • Subscription API fails and does not match unsubscribed users across databases.
  • Admin experience – links do not land at intended page.
  • Event roster calculations are not accurate within admin summary screen.
  • Event Staff submits a questions around system usage, which the User is unable to answer without Consulting Event Workforce Group Technology.
  • User requests further training on software usage.
  • Volunteer event application does not register.
  • Email and SMS correspondence is inaccurate based on auto generated text.
  • Page layout, content and logos do not appear according to client instructions. (Note: Content issues must only be escalated should they not be amended within account custom portal settings.)

Operating Environment

Event Workforce Group Technology recommends that one of the following preferred browsers is used for usage by User and also event staff. The User must be aware system performance may vary if browsers older than the below are used:

  • Google Chrome v22 +
  • Mozilla Firefox v28 +
  • Apple Safari
  • Internet Explorer 9 +