Contents 1. DEFINITIONS 2 2. SOFTWARE SERVICES 3 3. APPLICATION HOSTING 6 4. COMPENSATION & TERM 6 5. ADDITIONAL WORK 6 6. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 8 7. LATE FEES 9 8. REFERENCES 9 9. WARRANTIES 10 10. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS 10 11. LIMITATION OF PROVIDER’S LIABILITY TO CLIENT 10 12. CLIENT REPRESENTATION AND WARRANTIES 11 13. DISPUTES 11 14. GENERAL PROVISIONS 13 15. SIGNATURES 15   1. DEFINITIONS The "Software Services" means the development of a software system initiated by Provider, VenueArc LLC listed below, under this VenueArc Software Agreement (the “Agreement”). "Client Content" means all data, code, trademarks, and copyrighted content (images) provided by Client for use by Provider in the activities relating to the Software Services. "Provider Content" means all data, code, trade secrets, patents, designs, videos, and text created by Provider for use in the Software Services.   2. SOFTWARE SERVICES The Software Services includes Enterprise Venue and Event Management on the Cloud as per VenueArc’s specifications. VenueArc reserves the right to add or remove features of the Software Services at any time, with or without notice. 1. Access and Use. VenueArc hereby grants Customer a limited, non-exclusive, revocable, non-transferable right to access the Service and use the Software in for its internal business purposes during the Subscription Term and subject to the terms of the Sales Order(s), this Agreement and the Documentation. Customer may not sub-license or transfer the rights granted by VenueArc in this Agreement without the express, written permission of VenueArc. 2. Subscriptions. Unless otherwise specified in a Sales Order, a) All Services described under this Agreement shall be purchased as Subscriptions, defined as software service access provided by VenueArc in exchange for full payment, pursuant to all other terms and conditions of this Agreement. b) New subscriptions may be added during a Subscription Term in exchange for payment to VenueArc for the same price as the underlying Subscription and prorated for the portion of that underlying Subscription Term remaining (hereinafter "Added Subscriptions"). c) Any Added Subscriptions will terminate on the same date as the underlying Subscriptions. d) All Subscriptions and Added Subscriptions shall be extended or terminated under the auto-renewal and termination provisions of this Agreement. 3. Usage Limits. a) Services rendered under this Agreement subject to certain usage limits. The usage charges may apply for overage usage not included in the flat rate. b) The Services may not be accessed by more than the number of Users specified in the subscription scope. c) A User’s password may not be shared by the Customer with any other entity or individual. d) Customer shall not disassemble, decompile, reverse engineer (except to the extent that the reverse engineering restriction is prohibited by law and then Customer shall provide VenueArc prompt written notice of any such action), copy, distribute, modify or sell Services except as expressly and unambiguously permitted by this Agreement. If Customer violates this section, VenueArc shall have the right to immediately suspend Services. 4. Internet Connection. A high-speed Internet connection is required for proper use of the Services. Customer is responsible for procuring, securing and maintaining network connections that connect Users to the Services, including but not limited to, "browser" software that supports protocols used by VenueArc. VenueArc is not responsible for notifying Customer or Users of any upgrades, fixes or enhancements to any such software or for any compromise of Customer Data transmitted across networks or telecommunications facilities that are not owned, operated or controlled by VenueArc. 5. Reservation of Rights, License. VenueArc and its licensors retain all rights, title, and interest to all intellectual property created, used, or provided by VenueArc for the purposes of this Agreement, including, but not limited to, all Software and Documentation. VenueArc shall own all rights, title, and interest in and to all modifications, improvements or derivatives of any part of the Services (created by either party). Customer hereby makes all assignments necessary to provide VenueArc such ownership rights. Notwithstanding anything in this Agreement to the contrary, VenueArc will always retain any and all ownership rights in VenueArc technology. VenueArc grants to Customer a non-exclusive, non-transferable license to use for internal business purposes only VenueArc’s Software and associated documentation hereunder by VenueArc to Customer, subject to the license scope and other restrictions set forth in this agreement. Customer may permit its employees and officers to use the Software and associated documentation consistent with this Agreement; provided, however, that Customer shall be responsible for any acts of its employees, agents, and/or independent contractors which are inconsistent with this Agreement. Without VenueArc’s express, written, and prior consent, Customer may not (i) copy, sublicense, distribute, rent lease, loan, resell, modify, or translate the Software or create derivative works based thereon; (ii) directly or indirectly decompile, disassemble, reverse engineer or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Software; (iii) provided services bureau, time share or subscription services based on the Software; or (iv) remove, obscure or modify any markings, labels or any notice of the proprietary rights, including copyright, patent or trademark notices of VenueArc or its licensors. Unintentional, inadvertent, or third party public disclosure of any part of the Software shall not entitle or allow Customer to violate any part of this Agreement, including but not limited to these Reservation of Rights. Customer may make one backup copy of the Software solely for backup purposes. VenueArc and its licensors, as applicable, retain full ownership and intellectual property rights to the software and documentation. If Customer acquires any rights to the Software or documentation, Customer hereby assigns all of those rights to VenueArc or its licensors, as applicable. No license rights are granted (whether by implied license or otherwise) to Customer, except as specifically provided in this Agreement. VenueArc is and shall be the sole and exclusive owner of all intellectual property rights in the software and documentation it provides to Customer, including any and all inventions, technology, known-how and other intellectual property made, conceived, created, reduced to practice or otherwise developed by VenueArc. Customer acknowledges that the Software contains valuable intellectual property of VenueArc and the proprietary information of VenueArc. Accordingly, Customer agrees that it will not, any time during the term of this Agreement, reverse engineer or otherwise attempt to discern the intellectual property of the Software, nor will Customer permit, request, license, contract, or otherwise cause or request any third party to do any of the foregoing. For technology advances and production efficiency, VenueArc reserves the right, from time to time, in its sole discretion and without incurring any liability to Customer to: a) Discontinue or limit its provision of any Services upon thirty (30) days’ notice. b) Without materially impairing the applicable functionality at the time Customer paid in full for its Subscription, alter the specifications, design, construction or territorial or other market scope of distribution of any product or service. c) Change its sales and distribution policies and practices. 3. APPLICATION HOSTING If customer choses to use their own physical and/or virtual servers for data hosting, Customer shall be responsible for the management and protection of its’ own Client Content. Customer waives any claim against VenueArc In a case of data breach, disaster and/or any instance that results in data loss and/or data breach, and VenueArc shall not be responsible for any such or related occurrence. 4. COMPENSATION & TERM Client shall pay Provider fees specified for this contract, with the Software Services delivered at the beginning and throughout the term of the contract. The duration of this Agreement shall be one (1) year. This Agreement shall automatically renew on the anniversary of the Effective Date of this Agreement, unless terminated within thirty (30) days’ notice by Provider to Client. Provider may terminate this contract and suspend the Software Services immediately if it determines that the Client has materially breached any portion of this Contract or if payment is not fully made. All payments to be made by recurring bank transfer, credit or debit card, or check. Credit card payments are subjected to a 3% processing fee. 5. ADDITIONAL WORK Additional work, upon the request and authorization of the Client, will result in additional charges, mutually agreed by Client and Provider. Additional work is defined as any software services requested by Client that do not fit into the scope of the Software Services described herein, as determined by the Provider. In the case of requested additional work, the Client will be provided, at Provider’s option, a written change order including an estimate for any additional work requested. Provider may waive this requirement for a formal change order and accept written acceptance by Client of any change, including but not limited to email, text message, fax, or any other written communication.   6. INTELLECTUAL PROPERTY AND CONFIDENTIALITY Client agrees that Provider shall retain exclusive ownership rights to all software content provided by Provider, including but not limited to all software, graphics, namesake, likeness, code, libraries, confidential information, and other related intellectual property. The ownership of any content that is created by the Provider and posted to Provider-owned sites and channels remains the Provider's property. Client Data shall be administered pursuant to the Venue Arc Privacy Policy attached to this Agreement. Client agrees not to share any of Provider’s Confidential Information with any third party. Except to the extent otherwise required either by law or as otherwise provided herein, this Agreement imposes no obligation upon the Client with respect to information that: (i) was in the Client's possession (other than pursuant to a violation of a duty of confidentiality) without a restriction upon use before receipt from the other party; (ii) is or becomes available to the public through no fault of the Client; (iii) is received in good faith by the Client from a third party who is not subject to an obligation of confidentiality owed to the Client; or (iv) is independently developed by the Client without reference to information created or received in the course of performing this Agreement. Confidential information shall be defined by this Agreement as (i) the software, systems, internal organization, internal telephone directory, designs, flow charts, plans, product and component drawings, specifications, manuals, marketing information and other data and information relating to the existing or planned business, software, or information technology systems of either party (referenced as the “disclosing party”); (ii) the work product, and any other confidential information or trade secrets respecting the business affairs or property of the disclosing party as provided to or received by the other party (the “receiving party”) in connection with or as a result of the performance of this Agreement; (iii) the Client Data and Personal Information, (iv) the terms of this Agreement and any other agreement entered into by either party; and (v) all notes, analyses, compilations, studies or other material containing any of the information described in clauses (i), (ii), (iii), and (iv) above. Such information shall be deemed Confidential Information whether or not such information is provided in writing and whether or not such information is marked confidential or proprietary. Client agrees, subject to the provisions above, not to use any information generated in the business relationship between VenueArc and Client (including software, documents, work papers, tangible products, and other material, including all copies thereof) for any purposes other than in furtherance of Client’s performance of services in accordance with this Agreement. Client shall not license, sell, transfer, or otherwise monetize or enable third parties to monetize the Software Services, except for utilizing the Software Services for facilitating events, venues, and related gatherings. 7. LATE FEES Late payments by Client shall be subject to late penalty fees of 1.5% per month from the due date until the amount is paid, or the maximum extent allowable by law. 8. REFERENCES To maintain our portfolio credentials, and the integrity of any applicable copyrights, the Provider shall be entitled to place an unobtrusive credit with a hypertext link (i.e., “software by…”) in the footer of its Software Services pages if applicable. The Provider is entitled to reproduce samples of Client’s website and SEO statistics in our portfolio and in any of our software materials. The Provider may provide reciprocal links amongst client websites in the website footers, posts, and pages, and the Client agrees to participate in this collective software arrangement. Client may have sole discretion about Provider’s use.   9. WARRANTIES THE PROVIDER'S SERVICES AND CONTENT FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. PROVIDER DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL YIELD ANY SPECIFIC RESULTS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR SOFTWARE SERVICES. Client understands that developed software will likely contain, at first use, ‘bugs’, issues, inefficiencies, and other optimization problems. Client will allow the Provider a reasonable time to fix, remedy, and find solutions for any software problems. 10. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS Client represents that to the best of its knowledge the Client Content delivered to Provider under this Agreement will not infringe any valid and existing intellectual property right of any third party. Client shall indemnify and hold harmless Provider from any and all claims by third parties against Provider for Client’s willful or negligent infringement of any valid and existing intellectual property right of a third party, including without limitation any and all damages or attorney’s fees incurred resulting from such claims. 11. LIMITATION OF PROVIDER’S LIABILITY TO CLIENT In no event shall Provider be liable to Client for lost profits of Client, or special or consequential damages, even if Provider has been advised of the possibility of such damages. Provider's total liability under this Agreement for damages, costs, and expenses, regardless of cause, shall not exceed the total amount of fees paid to Provider by Client under this Agreement. Provider shall not be liable for any claim or demand made against Client by any third party. Client shall indemnify Provider against all claims, liabilities, and costs, including reasonable attorney fees, of defending any third-party claim or suit arising out of the use of the content provided under this Agreement, other than for infringement of intellectual property rights. Provider shall promptly notify Client in writing of any third-party claim or suit and Client shall have the right to fully control the defense and any settlement of such claim or suit. 12. CLIENT REPRESENTATION AND WARRANTIES Client represents and warrants to Provider as follows: Client has the authority to enter into and perform its obligations under this Agreement; and Client has or will obtain all necessary and appropriate rights and licenses to grant the license to Provider to use Client Content for the Software Services. Client will indemnify Provider from any third-party claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client’s representations and warranties contained in this Agreement. For such indemnification to be effective, however, Provider must give Client prompt written notice of any such claim and provide Client such reasonable cooperation and assistance as Client may request in the defense of such suit. 13. DISPUTES Except for collection actions for payment of charges and for the right of either party to apply to a court in the Cook County, Illinois jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any controversy or claim between the parties arises from or in our connection with this Agreement whether based on contract, tort, common law, equity, statute, regulation, order or otherwise (as "Dispute"), the Parties agree to reasonably discuss and make good faith efforts to negotiate an amicable settlement of such Dispute without the necessity of any third party. Client and Provider agree that the governing law of this Agreement is the law of the State of Illinois, and that the venue of any dispute regarding this Agreement shall be Cook County, Illinois. Client must dispute any dispute within fifteen (15) days. Client agrees that its failure to dispute any invoice within fifteen (15) days constitutes acceptance of such dispute, and upon that condition, Client agrees not to object to such invoice and payment, forever waives all claims against Provider regarding such invoice. Client agrees to testify in court or arbitration if a dispute arises regarding Client’s knowledge or knowledge of Provider, if requested by Provider. If the Parties are unable to resolve any Dispute in the manner set forth above, such Dispute shall be submitted to arbitration. The Parties agree that, except as otherwise provided above, any Dispute shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in Chicago, Illinois, with judgment upon the award rendered by the arbitrator to be entered in any court of competent jurisdiction. The arbitration proceedings existence, subject, evidence, and ruling shall be deemed confidential information and not disclosed by either parties or their representatives, except as ordered by any court of competent jurisdiction. The arbitrator shall be required to prepare written findings of the fact, and may grant any relief or remedy which the arbitrator deems just and equitable. This agreement shall be governed and construed in accordance with the Laws of the State of Illinois, without reference to conflict of law principles. CALIFORNIA NOTICE: Client and Provider agree that any dispute regarding this Agreement shall not be subject to the jurisdiction of California, shall not be subject to the laws of California, and shall not take place in the State of California. If this Agreement is ever found to be governed by the State or California or venue is found to be properly held in the State of California, the Client and Provider agree to waive any right to Arbitration stated above, and resolve any dispute related to this Agreement in a Court of competent jurisdiction in California. If any litigation or arbitration is necessary to enforce this Agreement, if Provider is the prevailing party, Provider will be entitled to its reasonable attorneys' fees and costs from the Client, including such fees and costs incurred in connection with any appeals, in addition to such other relief as may be provided by law. 14. GENERAL PROVISIONS (a) Complete Agreement: This Agreement, together with all exhibits, appendices, or other attachments, which are incorporated by reference, is the sole and entire Agreement between the parties for software activities. This Agreement supersedes all prior understandings, agreements, and documentation relating to such subject matter. (b) Modifications to Agreement: Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties. (a) Applicable Law: This Agreement will be governed by the laws of the State of Illinois and the State of Illinois. (b) Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows: When delivered personally to the recipient's address as appearing in the introductory paragraph to this Agreement; Three days after being deposited in the United States mails, postage prepaid to the recipient's address as appearing in the introductory paragraph to this Agreement; or When sent by fax or electronic mail. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt. (e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between the parties. (a) Assignment: The rights and obligations under this Agreement are freely assignable by either party. Client shall retain the obligation to pay if the assignee fails to pay as required by this Agreement. (b) Successors and Assigns: This agreement binds and benefits the heirs, successors, and assigns of the parties. (c) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be enforced to the maximum extent of the law. A Court or Arbitration forum of competent jurisdiction may enforce terms to the maximum extent of the law permitted, and where unenforceable, may modify such provisions to the maximum legal extent possible.