Master Terms Of Use

Preamble

  1. ACCEPTANCE OF TERMS

    1. These Terms of Use (“Terms“) govern your (hereinafter, “you” or the “User“) use of the Everthere Platform (as defined below) and the receipt of the Services (as defined below) from Gramsoft Ltd. (“Everthere“). As further described below, the Everthere Platform and Services are provided pursuant to these Terms herein using Everthere’s proprietary event marketing automation and digital events gift bag platform (collectively, the “Services“). By registering for, accessing and/or using the Everthere Platform and/or any part of the Services, you agree to be bound by these Terms. If you do not agree to these Terms, then you may not register, access and/or use the Everthere Platform and/or the Services. Your right to use the Everthere Platform and/or the Services is expressly conditioned upon your assent to these Terms.

    2. Everthere reserves the right, in its sole discretion, to revise or modify these Terms at any time, and you agree to be bound by such revisions or modifications. You are responsible for viewing these Terms periodically. We will send notice of modified additional terms to you. Changes to these Terms will not apply retroactively, and will become effective no sooner than fourteen days after notice is sent to you. However, notwithstanding the above, changes (i) addressing or related to new functions for Services or (ii) made for legal reasons will be effective immediately. Your continued use of the Platform and/or Services after a change or modification of these Terms has been made will constitute your acceptance of the revised Terms. If you do not agree to these Terms, your only remedy is to discontinue your use of the Services and/or to cancel any Account(s) (as defined below) you have created for use of the Platform and/or the Services.

    3. If you violate these Terms, Everthere reserves the right to issue you a warning regarding the violation or to immediately terminate or suspend all or part of the Account(s) you have created for using the Services to prevent further violation. You will have 30 days to correct a violation performed by you, before your account will be suspended and/or terminated. You agree that Everthere does not need to provide you notice before terminating your use and/or suspending your Account(s), but it may provide such notice in its sole discretion.

    4. You agree that Everthere may change any part of the Platform and/or Services, including its content, at any time or discontinue the Platform and/or Services or any part thereof, for any reason, without notice to you and without liability.

    5. You declare that by acceptance of these Terms and/or by using the Platform and/or Services you are of legal age to form a binding contract with Everthere and in any case, at least 18 years of age. You may not use the Platform and/or Services and may not accept these Terms if you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Platform and/or Services.


  2. DEFINITIONS

    Unless otherwise defined in these Terms, capitalized terms used in these Terms shall have the following meanings:

    1. Event Organizermeans the organizer of an event where the Everthere Platform is provided. For the purpose of these terms, an Event Organizer shall be considered a Data Controller. Section A of these Terms shall apply on the Event Organizer.

    2. Advertisermeans a company (e.g. exhibitor, sponsor, non-endemic, or any other company) offering goods, products and/or services to Attendees by Advertiser Offers (as defined below) through the Everthere Platform. For the purpose of these terms, an Advertiser shall be considered a Data Controller. Section B of these Terms shall apply on the Advertiser.

    3. Attendeemeans a participant of an event (an “Event“) held by an Event Organizer, when access and/or permission to use the Everthere Platform is being provided. For the purpose of these terms, the Attendee shall be considered a Data Subject.

    4. Attendee Datameans any and all personal information, records, files, reports and other data relating to Attendees that are received, used or stored in connection with the Everthere Platform and/or the Services provided hereunder (other than non-identifiable and/or aggregated information).

    5. Intellectual Propertymeans all property, whether in the form of designs, formulas, procedures, methods, apparatuses, ideas, inventions, creations, improvements, works of authorship and other similar material, whether subject to protection under patent, copyright or trade secret law and/or any other statutory provision or common law doctrine.

    6. Platform” or “Everthere Platformmeans the Everthere Platform owned and managed by Everthere, which enables event marketing automation, digital event gift bag and distribution of digital content to Attendees.

    7. Offermeans the distribution of content to Attendees through the Platform, including using and/or accessing the Platform and/or allowing any Attendees to use and/or access the Platform.

    8. Termmeans the period of time you are granted with the license to use the Everthere Platform.

    9. Updatesmeans any bug fixes, patches, error corrections, maintenance releases, minor releases, upgrades, new versions and/or other enhancements and/or modifications developed, issued or released by Everthere with respect to the Platform. Any Update made available hereunder shall constitute and be deemed to be part of the Everthere Platform.

    10. GDPRmeans General Data Protection Regulation (2016/679). “Data Controller“, “Data Processor“, “Personal Data” and “Data Subject” shall have the meanings given to them in the GDPR.



    Section A – Event Organizers

  3. PLATFORM LICENSE

    1. Subject to all other terms herein, and to the commercial terms and conditions separately entered into between you and Everthere (the “Commercial Program“), Everthere hereby grants you a non-transferable, non-exclusive license, for the term hereof, to (i) use the Everthere Platform in accordance with these Terms; and (ii) provide non-exclusive access to the Everthere Platform, to any Attendee, subject to the limitations set-forth below, solely in connection and as a complimentary service to the services provided by the Event Organizer to such Attendee, as part of the Event Organizer’s ordinary course of business, all subject to the limitations set-forth below;

    2. License Limitations; Unless expressly agreed herein, you shall not (i) modify or create any derivative work of all or any portion of the Everthere Platform, including translation or localization; (ii) redistribute, encumber, sell, rent, lease, sublicense, use the Everthere Platform in a timesharing or service bureau arrangement, or otherwise transfer rights to all or any portion of the Everthere Platform; (iii) copy all or any portion of the Everthere Platform; or (iv) remove any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Everthere Platform, unless Everthere’s written consent has been obtained in advance.

    3. Use of the Everthere Platform; You agree to use the Everthere Platform in accordance with any applicable law and shall not use it for any purpose other than is intended, all pursuant to these Terms, including, without limitation (i) applicable data protection and privacy laws and (ii) applicable anti-spam and unsolicited messages laws.


  4. CONTENT

    1. The Platform; The Everthere Platform allows the offering, distribution and monitoring of content to Attendees (“Content“). All content made available through the Platform, subject to the Commercial Program, is either: (i) Content made available by the Event Organizer and/or (ii) Content made available by Advertisers.

    2. You shall be fully responsible and liable for any and all information, data, text, messages, links, graphics, video, recommendations, notifications, offers, promotional materials or other materials, made available through the Everthere Platform by you (collectively, “Your Content” and each item of Your Content, “Your Offer“). Without derogating from the generality of the foregoing, you hereby undertake to examine Your Content made available through the Everthere Platform in accordance with customary industry standards.

      1. You shall be solely responsible for supplementing, modifying and updating Your Content.

      2. You hereby grant Everthere a non-exclusive, royalty-free, worldwide right and license during the term hereof to do the following to the extent necessary to the performance of Services in accordance with these Terms: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink Your Content; and/or (b) make archival or back-up copies of Your Content.

      3. Except for the rights expressly granted above, Everthere is not acquiring any right, title or interest in or to Your Content, does not control Your Content, does not claim ownership in or to Your Content and, as such, does not guarantee the accuracy, integrity or quality of Your Content.

      4. Under no circumstances will Everthere be liable in any way for Your Content and/or Your Offers and/or for any loss or damage of any kind to any Attendee and/or you and/or any third party incurred as a result of Your Content and/or Your Offer made available through the Services. Without derogating from the generality of the foregoing, it is hereby agreed that it is your responsibility to save a copy of any and all of Your Content made available through the Services.

      5. Everthere reserves the right to remove Your Content when it becomes aware and determines to be harmful, offensive or otherwise in violation of these Terms and/or any applicable law. Everthere may also remove any of Your Content that is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions (collectively, the “Restrictions“) may also result in the termination and/or suspension of your access abilities to all or part of Your Content. These Restrictions apply to all content provided to or through the Services, including, without limitation, text messages, web pages made available through the Platform, email messages, newsgroup postings, chat and/or personal accounts.

      6. You shall not make available through the Everthere Platform any content that violates or infringes any third party’s intellectual property rights or that is obscene, harm minors in any way, includes child pornography, defamatory, racist, libelous, excessively violent, harassing, and/or otherwise objectionable.

      7. You shall not use the Services in any way for uploading, posting, emailing transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional material, junk mail, chain letters, spam or any other form of solicitation except as specifically permitted under any applicable law.

      8. You shall not use any of Your Content and/or the Everthere Platform as a pseudonymous return email address and/or telephone number for any communications that you transmit from another location or through another service; and you may not pretend to be someone else when using the Services.

      9. You shall not upload, post or otherwise transmit through the Services any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

      10. You shall not use the Everthere Platform for any unlawful activities not otherwise covered above. Without derogating from the generality of the foregoing, you shall not use the Everthere Platform to:

        1. Intentionally or unintentionally violate any applicable local, federal, state, national or international law, or any regulations having the force of law;

        2. Impersonate any person or entity, including, but not limited to, an Everthere official, or falsely state or otherwise misrepresent its affiliation with a person or entity;

        3. Forge headers or otherwise manipulate identifiers in order to disguise the origin of Your Content transmitted through the Everthere Platform or develop hidden pages or images;

        4. Upload, post or otherwise transmit any content which you do not have a right to transmit to the public under any law or under contractual or fiduciary relationships.

      11. Everthere does not pre-screen Your Content. However, and without derogating from any other provisions of these Terms, Everthere has the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any of Your Content that is available via the Everthere Platform. Without limiting the foregoing, Everthere may disable, restrict access to or the availability of, any of Your Content that violates these Terms, any applicable law or is otherwise objectionable. You shall evaluate and bear all risks associated with, the use of Your Content, including its legality, reliability, appropriateness, originality and copyright standing and any reliance on the accuracy, integrity, quality or usefulness of Your Content.

      12. Your acknowledge, consent and agree that Everthere may (i) access, preserve and disclose any of Your Content, including, without limitation, if required to do so under any applicable law or if it believes such discloser is necessary to enforce these Terms; (ii) to respond to claims that Your Content violates the rights of any third party; and (iii) protect the rights, property or safety of Everthere, its users, including Attendees, and/or the public.

      13. Unless otherwise explicitly stated, herein, any of Your Content provided in connection with the Everthere Platform shall be deemed to be provided on a nonproprietary and non-confidential basis.


  5. USE OF PLATFORM BY ATTENDEES

    The use of the Everthere Platform shall be made available to Attendees, and their data shall be collected subject to their acceptance of Everthere’s privacy policy. Everthere warrants that the provisions of such privacy policy shall solely govern issues relating to the collection and use of Attendee’s personal information by Everthere.


  6. ATTENDEE DATA

    1. The Event Organizer hereby warrants and represents that any and all Attendee Data being provided to Everthere by the Event Organizer, including, without limitation, any Attendee Data being uploaded to the Everthere Platform, is being provided in accordance with any applicable law, including, without limitation, any applicable privacy, date protection and anti-spam laws and that Everthere has the right to invite any Attendee to access the Platform using the Attendee Data provided.

    2. You hereby acknowledge and agree that any Attendee Data may be received and/or processed and/or stored by Everthere on Everthere’s servers and/or third parties storage services providers’ servers located in the USA, European Economic Area and/or Israel and managed and processed by Everthere from Israel and/or the USA.

    3. Everthere agrees that all Attendee Data which is received, and/or used and/or stored in connection with the use of the Everthere Platform and/or the provision of the Services, is the exclusive property of you and/or the Attendees and Everthere hereby waives any interest, title, lien or right to any such Attendee Data.

    4. The Attendee Data may not be (i) used by Everthere other than in accordance with these Terms and the Attendees Privacy Policy; (ii) disclosed, sold, assigned, leased, or otherwise provided to third parties, except as expressly set forth in the Attendees Privacy Policy; or (iii) commercially (or otherwise) exploited by or on behalf of Everthere without the Event Organizer’s prior written approval.

    5. For the avoidance of doubt Everthere shall be entitled to use without limitation any non-identifiable and/or aggregated information received, used or stored in connection with the Everthere Platform and/or Services.

    6. In the course of providing the Services, Attendee Data may be transferred and shared by and between you and the Advertiser, through the Platform, provided that the Attendee has extended Everthere a specific consent to share their personal information, in accordance with the Attendee Privacy Policy. Both you and the Advertiser shall be considered as the Data Controllers, and Everthere shall be considered as the Data Processor.

    7. The sharing of Attendee Data by and between you and the Advertiser is necessary to provide the Services to the User. You agree that these Terms formalize a lawful transfer of Personal Data between Data Controllers.

    8. Everthere will maintain commercially appropriate administrative, physical, and technical safeguards to protect Attendee Data.

      You hereby agree that Everthere, in addition to any other right or remedy that it may have available to it according to law or in equity, will have the right to seek and obtain an immediate injunctive relief to enforce obligations under these Terms without the necessity of proving actual damages and without the necessity of posting a bond or making any undertaking in connection therewith. Without derogating from the foregoing, in the event of a breach of the security or integrity of the Attendee Data, you will immediately take remedial measures, including without limitation, all reasonable measures to restore the security of the Attendee Data and limit unauthorized or illegal dissemination of the Attendee Data or any part thereof. Monetary remedies may not be sufficient to cure a breach hereof.

      Everthere will not use, or allow anyone else to use, Attendee Data to contact any individual or company except as you direct or otherwise permit, or based on a specific consent provided by the Attendee. Everthere will use Attendee Data only in order to provide the Services and the Platform and only as permitted by applicable law, these Terms, and our Privacy Policy

      Everthere may monitor use of the Services by all of our Users and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Attendee Data and/or identify the Attendee.

      As the Data Processor, processing Attendee Data on behalf of the Data Controllers (including, inter alia, assuring that Attendee Data is transmitted between the Data Controllers), Everthere shall:

      1. Notify the Data Controller without undue delay after becoming aware of an Attendee Data breach;.

      2. Ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

      3. Take all measures required pursuant to Article 32 of the GDPR (security measures);

      4. Taking into account the nature of the processing, assist Data Controllers, using appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Data Controller’s obligation to respond to requests for exercising data subject’s rights, as set forth in Chapter III of the GDPR.

      5. Make available to the Controller all information necessary to demonstrate compliance with the obligations set forth in article 28 in the GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller.

      You shall obtain and maintain any required consents necessary to permit the processing of Attendee Data under these Terms of Use and shall be responsible for providing Data Subjects with all information required under the GDPR.

      A Data Subject request received under Chapter III of the GDPR shall be communicate to Everthere without undue delay. Furthermore, pursuant to Article 19 of the GDPR, you shall assure that an adequate notice will be provided to the relevant parties. Upon your request, Everthere shall assist with replying to a Data Subject request, by using the appropriate technical and organizational measures.


  7. INTELLECTUAL PROPERTY

    1. The Everthere Platform is licensed for use. The Everthere Platform is protected by copyright law, other intellectual property laws, and by international treaties. The Everthere Platform, including its structure, organization, and code constitute valuable trade secrets of Everthere and its suppliers. All rights, title and interest in and to (i) the Everthere Platform, including any and all copies documentation that may be included in, or provided in connection with, the Everthere Platform; (ii) any reports or analysis prepared by Everthere in connection with the use of the Everthere Platform; and (iii) any know-how or Intellectual Property contained in or associated with the foregoing is owned by and shall remain with Everthere and/or its suppliers. Everthere shall have any and all right, title and interest in and to any and all modifications, design changes or improvements of the Everthere Platform suggested by you or any other party, without the payment of any consideration thereof.

    2. Except as explicitly provided herein, Everthere does not grant any licenses express or implied. All rights not explicitly granted are reserved by Everthere.


  8. LIMITATION OF LIABILITY

    EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND EVERTHERE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. EVERTHERE DOES NOT WARRANT THAT THE PLATFORM AND/OR SERVICES WILL BE FREE FROM DEFECTS, IDENTIFY SECURITY VULNERABILITIES, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. EVERTHERE IS NOT RESPONSIBLE, AND HAS NO LIABILITY FOR ANY HARDWARE, SOFTWARE, OR OTHER ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN EVERTHERE. EXCEPT FOR ANY WARRANTIES EXPRESSLY STATED IN THESE TERMS, THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM OR AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE PLATFORM REMAINS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT EVERTHERE DOES NOT WARRANT OR GUARANTY THE SECURITY OF THE EVERTHERE PLATFORM OR OF COMMUNICATIONS MADE USING THE EVERTHERE PLATFORM AND ASSUME ALL RISKS ASSOCIATED WITH SUCH SECURITY AND COMMUNICATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVERTHERE OR ANY OF ITS SUPPLIERS BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, CORRUPTION OR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY) ARISING OUT OF THE SUBJECT MATTER OF THESE TERMS OR ANY RELATED AGREEMENT FOR SERVICES ENTERED INTO BY THE PARTIES OR ANY TRANSACTION BETWEEN THE EVENT ORGANIZER AND/OR ADVERTISER AND ANY ATTENDEE, EVEN IF EVERTHERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EVERTHERE’S SOLE LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS OR ANY RELATED AGREEMENT FOR SERVICES ENTERED INTO BY THE PARTIES OR ANY TRANSACTION BETWEEN THE EVENT ORGANIZER AND/OR ADVERTISER AND ANY ATTENDEE SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY EVERTHERE FROM THE EVENT ORGANIZER OR THE ADVERTISER SOLELY IN CONNECTION WITH THE RESPECTIVE EVENT AND DURING THE THREE (3) MONTHS’ PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH LIABILITY.



  9. Section B – Advertisers

  10. PLATFORM LICENSE

    1. Subject to all other terms herein, and to the commercial terms and conditions separately entered into between you and Everthere (the “Commercial Program“), Everthere hereby grants you a non-transferable, non-exclusive license, for the term hereof, to (i) use the Everthere Platform in accordance with these Terms; and (ii) present Advertiser Offers through the Platform to Attendees, all subject to the limitations set-forth below.

    2. License Limitations; Unless expressly agreed herein, you shall not (i) modify or create any derivative work of all or any portion of the Everthere Platform, including translation or localization; (ii) redistribute, encumber, sell, rent, lease, sublicense, use the Everthere Platform in a timesharing or service bureau arrangement, or otherwise transfer rights to all or any portion of the Everthere Platform; (iii) copy all or any portion of the Everthere Platform; or (iv) remove any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Everthere Platform, unless Everthere’s written consent has been obtained in advance.

    3. Use of the Everthere Platform; You agree to use the Everthere Platform in accordance with any applicable law and shall not use it for any purpose other than is intended, all pursuant to these Terms, including, without limitation (i) applicable data protection and privacy laws and (ii) applicable anti-spam and unsolicited messages laws.


  11. CONTENT

    1. The Platform; The Everthere Platform allows the offering, distribution and monitoring of content to Attendees (“Content“). All content made available through the Platform, subject to the Commercial Program, is either: (i) Content made available by the Event Organizer and/or (ii) Content made available by Advertisers.

    2. You shall be fully responsible and liable for any and all information, data, text, messages, links, graphics, video, recommendations, notifications, offers, promotional materials or other materials, made available through the Everthere Platform by you (collectively, “Your Content” and each item of Your Content, “Your Offer“). Without derogating from the generality of the foregoing, you hereby undertake to examine Your Content made available through the Everthere Platform in accordance with customary industry standards.

    3. You shall be solely responsible for supplementing, modifying and updating Your Content.

    4. You hereby grant Everthere a non-exclusive, royalty-free, worldwide right and license during the term hereof to do the following to the extent necessary to the performance of Services in accordance with these Terms: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink Your Content; and/or (b) make archival or back-up copies of Your Content.

    5. Except for the rights expressly granted above, Everthere is not acquiring any right, title or interest in or to Your Content, does not control Your Content, does not claim ownership in or to Your Content and, as such, does not guarantee the accuracy, integrity or quality of Your Content.

    6. Under no circumstances will Everthere be liable in any way for Your Content and/or Your Offers and/or for any loss or damage of any kind to any Attendee and/or you and/or any third party incurred as a result of Your Content and/or Your Offer made available through the Services. Without derogating from the generality of the foregoing, it is hereby agreed that it is your responsibility to save a copy of any and all of Your Content made available through the Services.

    7. Everthere reserves the right to remove Your Content that it becomes aware and determines to be harmful, offensive or otherwise in violation of these Terms and/or any applicable law. Everthere may also remove any of Your Content that is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions (collectively, the “Restrictions“) may also result in the termination and/or suspension of your access abilities to all or part of Your Content. These Restrictions apply to all content provided to or through the Services, including, without limitation, text messages, web pages made available through the Platform, email messages, newsgroup postings, chat and/or personal accounts.

    8. You shall not make available through the Everthere Platform any content that violates or infringes any third party’s intellectual property rights or that is obscene, harm minors in any way, includes child pornography, defamatory, racist, libelous, excessively violent, harassing, and/or otherwise objectionable.

    9. You shall not use the Services in any way for uploading, posting, emailing transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional material, junk mail, chain letters, spam or any other form of solicitation except as specifically permitted under any applicable law.

    10. You shall not use any of Your Content and/or the Everthere Platform as a pseudonymous return email address and/or telephone number for any communications that you transmit from another location or through another service; and you may not pretend to be someone else when using the Services.

    11. You shall not upload, post or otherwise transmit through the Services any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

    12. You shall not use the Everthere Platform for any unlawful activities not otherwise covered above. Without derogating from the generality of the foregoing, you shall not use the Everthere Platform to:

      1. Intentionally or unintentionally violate any applicable local, federal, state, national or international law, or any regulations having the force of law;

      2. Impersonate any person or entity, including, but not limited to, an Everthere official, or falsely state or otherwise misrepresent its affiliation with a person or entity;

      3. Forge headers or otherwise manipulate identifiers in order to disguise the origin of Your Content transmitted through the Everthere Platform or develop hidden pages or images;

      4. Upload, post or otherwise transmit any content which you do not have a right to transmit to the public under any law or under contractual or fiduciary relationships.

    13. Everthere does not pre-screen Your Content. However, and without derogating from any other provisions of these Terms, Everthere has the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any of Your Content that is available via the Everthere Platform. Without limiting the foregoing, Everthere may disable, restrict access to or the availability of, any of Your Content that violates these Terms, any applicable law or is otherwise objectionable. You shall evaluate and bear all risks associated with, the use of Your Content, including its legality, reliability, appropriateness, originality and copyright standing and any reliance on the accuracy, integrity, quality or usefulness of Your Content.

    14. Your acknowledge, consent and agree that Everthere may (i) access, preserve and disclose any of Your Content, including, without limitation, if required to do so under any applicable law or if it believes such discloser is necessary to enforce these Terms; (ii) to respond to claims that Your Content violates the rights of any third party; and (iii) protect the rights, property or safety of Everthere, its users, including Attendees, and/or the public.

    15. Unless otherwise explicitly stated, herein, any of Your Content provided in connection with the Everthere Platform shall be deemed to be provided on a nonproprietary and non-confidential basis.


  12. USE OF PLATFORM BY ATTENDEES

    The use of the Everthere Platform shall be made available to Attendees, and their data shall be collected subject to their acceptance of Everthere’s privacy policy. Everthere warrants that the provisions of such privacy policy shall solely govern issues relating to the collection and use of Attendee’s personal information by Everthere.


  13. ATTENDEE DATA

    1. You hereby acknowledge and agree that any Attendee Data may be received and/or processed and/or stored by Everthere on Everthere’s servers and/or third parties storage services providers’ servers located in the USA, European Economic Area and/or Israel and managed and processed by Everthere from Israel and/or the USA.

    2. Everthere agrees that all Attendee Data which is received, and/or used and/or stored in connection with the use of the Everthere Platform and/or the provision of the Services, is the exclusive property of the Event Organizer and/or the Attendees and Everthere hereby waives any interest, title, lien or right to any such Attendee Data.

    3. The Attendee Data may not be (i) used by Everthere other than in accordance with these Terms and the Attendees TOU; (ii) disclosed, sold, assigned, leased, or otherwise provided to third parties, except as expressly set forth in the Attendees TOU; or (iii) commercially (or otherwise) exploited by or on behalf of Everthere without the Event Organizer’s prior written approval.

    4. For the avoidance of doubt Everthere shall be entitled to use without limitation any non-identified and/or aggregated information received, used or stored in connection with the Everthere Platform and/or Services.

    5. In the course of providing the Services, Attendee Data may be transferred and shared by and between you and the Event Organizer, through the Platform. Both you and the Event Organizer shall be considered as the Data Controllers, and Everthere shall be considered as the Data Processor. You shall: (i) take any and all adequate measures to ensure the protection of Attendee Data provided to you in connection with the Services (for the purposes herein, “Attendee Data” shall be deemed to include any personally identifiable information, including, inter alia, any Attendee’s (a) first and last name, (b) company of employment and job title, (c) email address or other online contact data, (d) telephone number, (e) an internet protocol address, (f) persistent identifier (e.g., a unique customer number in a cookie) and (g) services) and the privacy of the related Data Subjects. Such adequate measures shall include appropriate technical and organizational measures; (ii) the restriction of transfer of Attendee Data to any third party.

    6. Without derogating from the generality of the foregoing, you hereby undertake to comply with, the following obligations:

      1. You shall use the Attendee Data solely for the purpose of fulfilling of the respective Offer, as presented by you and elected by the relevant Attendee and subject to these Terms (the “Purpose“). Any use of the Attendee Data other than for the Purpose shall be deemed a breach of these Terms.

      2. You shall take all precautions in ensuring that Attendee Data is accessible only by those of your employees with a limited need-to-know basis as required for the Purpose (“Authorized Personnel“). You shall ensure that all Authorized Personnel are bound by confidentiality and data protection undertakings. In any event you shall remain liable at all times for any breach or violation of these Terms by your Authorized Personnel.

      3. The obligations set forth herein must be enforced and audited by you on a regular basis. You shall train the Authorized Personnel in respect of the scope of the Purpose and use of the Attendee Data as required by these Terms.

      4. You shall not, in any manner, obtain, collect, process, or use the Attendee Data for unauthorized or illegal purposes and for any other purpose other than the Purpose.

      5. The sharing of Attendee Data by and between you and the Event Organizer is necessary to provide the Services to the User. You agree that these Terms formalize a lawful transfer of Personal Data between Data Controllers.

      6. In the event you utilize and/or store and/or process data which was not provided through the Platform or the Services, you shall ensure that there is a complete division between the Attendee Data and any other data.

      7. You shall not retain or process Attendee Data for longer than is necessary to carry out the Services or the Offers.

      8. You shall investigate and report to Everthere any suspected breach of the integrity and security of the Attendee Data. Any suspected breaches of the security and/or integrity of the Attendee Data will immediately be reported to Everthere in writing.

      9. You shall ensure the accuracy, completeness and integrity of the Attendee Data. You shall permit Data Subjects to exercise their rights under the GDPR, including the rights to review, correct access, delete and/or obtain their Data.

      10. Upon 24 months of termination of these Terms for any reason, or earlier if requested by Everthere, you shall promptly return all media in which Attendee Data is stored and maintained to Everthere, or shall destroy or delete such media in a manner which shall ensure that the Attendee Data can no longer be accessed or recreated at a later time, and provide Everthere with a written confirmation that all Attendee Data has been disposed of in the agreed upon manner and as required by any applicable law, rule, regulation, standard, and/or guideline.

    7. Everthere will maintain commercially appropriate administrative, physical, and technical safeguards to protect Attendee Data.

      You hereby agree that Everthere, in addition to any other right or remedy that it may have available to it according to law or in equity, will have the right to seek and obtain an immediate injunctive relief to enforce obligations under these Terms without the necessity of proving actual damages and without the necessity of posting a bond or making any undertaking in connection therewith. Without derogating from the foregoing, in the event of a breach of the security or integrity of the Attendee Data, you will immediately take remedial measures, including without limitation, all reasonable measures to restore the security of the Attendee Data and limit unauthorized or illegal dissemination of the Attendee Data or any part thereof. Monetary remedies may not be sufficient to cure a breach hereof.

      Everthere will not use, or allow anyone else to use, Attendee Data to contact any individual or company except as you direct or otherwise permit. Everthere will use Attendee Data only in order to provide the Services and the Platform and only as permitted by applicable law, these Terms, and our Privacy Policy.

      Everthere may monitor the use of the Services by all of our Users and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Attendee Data and/or identify you.

      As the Data Processor, processing Attendee Data on behalf of the Data Controllers (by means which include, inter alia, the assurance of Attendee Data between the Data Controllers), Everthere shall:

      1. Notify you without undue delay after becoming aware of an Attendee Data breach;.

      2. Ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

      3. Take all measures required pursuant to Article 32 in the GDPR (security measures);

      4. Taking into account the nature of the processing, assist you by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Data Controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III in the GDPR.

      5. Make available to you all information necessary to demonstrate compliance with the obligations laid down in article 28 in the GDPR and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you.

      You shall obtain and maintain any required consents necessary to permit the processing of Attendee Data under these Terms of Use and shall be responsible with providing Data Subjects with all information required under the GDPR.

      A Data Subject request received under Chapter III of the GDPR shall be communicate to Everthere without undue delay. Furthermore, pursuant to Article 19 of the GDPR, you shall assure that an adequate notice will be provided to the relevant parties. Upon your request, Everthere shall assist with replying to a Data Subject request, by using the appropriate technical and organizational measures.


  14. INTELLECTUAL PROPERTY

    1. The Everthere Platform is licensed for use. The Everthere Platform is protected by copyright law, other intellectual property laws, and by international treaties. The Everthere Platform, including its structure, organization, and code constitute valuable trade secrets of Everthere and its suppliers. All rights, title and interest in and to (i) the Everthere Platform, including any and all copies documentation that may be included in, or provided in connection with, the Everthere Platform; (ii) any reports or analysis prepared by Everthere in connection with the use of the Everthere Platform; and (iii) any know-how or Intellectual Property contained in or associated with the foregoing is owned by and shall remain with Everthere and/or its suppliers. Everthere shall have any and all right, title and interest in and to any and all modifications, design changes or improvements of the Everthere Platform suggested by you or any other party, without the payment of any consideration thereof.

    2. Except as explicitly provided herein, Everthere does not grant any licenses express or implied. All rights not explicitly granted are reserved by Everthere.


  15. LIMITATION OF LIABILITY

    EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND EVERTHERE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. EVERTHERE DOES NOT WARRANT THAT THE PLATFORM AND/OR SERVICES WILL BE FREE FROM DEFECTS, IDENTIFY SECURITY VULNERABILITIES, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. EVERTHERE IS NOT RESPONSIBLE, AND HAS NO LIABILITY FOR ANY HARDWARE, SOFTWARE, OR OTHER ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN EVERTHERE. EXCEPT FOR ANY WARRANTIES EXPRESSLY STATED IN THESE TERMS, THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM OR AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE PLATFORM REMAINS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT EVERTHERE DOES NOT WARRANT OR GUARANTY THE SECURITY OF THE EVERTHERE PLATFORM OR OF COMMUNICATIONS MADE USING THE EVERTHERE PLATFORM AND ASSUME ALL RISKS ASSOCIATED WITH SUCH SECURITY AND COMMUNICATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVERTHERE OR ANY OF ITS SUPPLIERS BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, CORRUPTION OR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY) ARISING OUT OF THE SUBJECT MATTER OF THESE TERMS OR ANY RELATED AGREEMENT FOR SERVICES ENTERED INTO BY THE PARTIES OR ANY TRANSACTION BETWEEN THE EVENT ORGANIZER AND/OR ADVERTISER AND ANY ATTENDEE, EVEN IF EVERTHERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EVERTHERE’S SOLE LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS OR ANY RELATED AGREEMENT FOR SERVICES ENTERED INTO BY THE PARTIES OR ANY TRANSACTION BETWEEN THE EVENT ORGANIZER AND/OR ADVERTISER AND ANY ATTENDEE SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY EVERTHERE FROM THE EVENT ORGANIZER OR THE ADVERTISER SOLELY IN CONNECTION WITH THE RESPECTIVE EVENT AND DURING THE THREE (3) MONTHS’ PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH LIABILITY.



  16. General Terms

  17. DIGITAL MILLENNIUM COPYRIGHT ACT

    1. Under Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the service provider’s designated agent. While using the Service you may encounter copyright infringement. Please see the procedure for making claims of copyright infringement set forth below. Our policy is to respond to notices of alleged copyright infringement in accordance with the procedure described below.

    2. If you believe that your material or anyone else’s material has been used or published in the Service in a way that constitutes copyright infringement, or your or anyone else’s intellectual property rights have been otherwise violated, please provide us with a formal notice in accordance with the procedure set forth herein and containing the following information:

      1. Identification of the specific copyrighted work that you believe has been infringed upon;

      2. Identify the web page within the Service containing the copyrighted material or intellectual property that you claim has been infringed and, if possible, the contact information for the person you believe is responsible for the infringing act in connection with that material. Describe in detail the content on the page(s) you believe infringes upon the material identified above, including whether the content is a particular image or written material;

      3. Include the statement: “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent or the law.”;

      4. Provide your name, mailing address, telephone number and e-mail address;

      5. A signed statement by you, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf;

      6. Please send the written notice to: Gramsoft Ltd., P.O Box 756, Tel Aviv, Zip Code 61007, Israel Phone: +972-54-6688600 Email: info@everthere.co;

    3. Please note that we reserve the right to send any notice we receive to a third-party and to post your notice in place of any removed content. We will respond and/or take action on all complete notices within 3 business days of receiving your notice and reserve the right to communicate with you via email or other means.

    4. Any user of the Service who uploaded or transmitted the content that is the subject of a notice under this section may make a counter notification. If we receive a counter notification, we may reinstate the material in question.

    5. To file a counter notification with us, you must provide a written notice in accordance with the following procedure that sets forth the items specified below. Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that any content or activity is not infringing the copyright rights of others. If you are not sure whether certain material infringes the copyright of others, we suggest that you first contact an attorney. Please provide us with a formal signed counter notice containing the following information:

      1. Identify the specific page, content, or other unique identifying information of material that we have removed or disabled access to;

      2. Provide your name, address, telephone number and e-mail address, and a statement that you consent to the jurisdiction of the State of Delaware, USA or Tel Aviv, Israel, as determined by Everthere in its sole and absolute discretion.

      3. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the content identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, or that the material identified by the complainant has been removed or disabled at the web page identified and will no longer be shown.”;

      4. Please send the written notice to the address specified in Section ‎‎10.2.6 above.


  18. COMPLIANCE WITH LAWS

    1. You shall, at all times, strictly comply with any applicable law, regulations and/or orders, including, without limitation, any laws related to the protection of the privacy and security of personal information.

    2. You shall, at you own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all filings, registrations, notices, reports, licenses, permits and authorizations required under any applicable law, regulation or order in order for it to perform your obligations under these Terms.


  19. MISCELLANEOUS

    1. Severability; If any portion of these Terms is construed to be illegal, invalid or unenforceable, such portion shall be deemed stricken and deleted from these Terms to the same extent and effect as if it were never incorporated herein, but all other portions shall continue in full force and effect; provided, however, that such resulting construction of these Terms does and shall not frustrate the main purpose of these Terms.

    2. Governing Law; These Terms shall be governed by and construed and enforced in accordance with the laws of the State of Israel (without regard to the principles of conflicts of law embodied therein). Any claim or dispute between the parties hereto shall be decided exclusively by the competent courts of Tel Aviv, Israel, to the exclusion of any other courts, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-convenient with respect to venue and jurisdiction in the courts of Tel Aviv, Israel.

    3. No failure or delay by Everthere to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

For any questions about these Terms or any other issue regarding Everthere or the Platform or the Services please contact Everthere at: info@tverthere.co

Last update: November 11, 2018

All rights reserved, Gramsoft Ltd. (2018)