EXVO END USER TERMS AND CONDITIONS

Welcome to EXVO! PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING AND USING ALLSEATED’S CLOUD-BASED VIRTUAL EVENT HOSTING SERVICES (THE “EXVO SERVICES”).
THESE TERMS AND CONDITIONS (THE “TERMS”) GOVERN YOUR USE OF THE EXVO SERVICES OFFERED BY ALLSEATED, INC., A DELAWARE CORPORATION (“ALLSEATED” OR “WE”). THE EXVO SERVICES ALLOW YOU TO PARTICIPATE IN VIRTUAL EVENT(S) (EACH, AN “EVENT”) HOSTED BY A COMPANY OR OTHER ENTITY (THE “COMPANY”) THAT HAS ENTERED INTO A SUBSCRIPTION SERVICES AGREEMENT WITH ALLSEATED.
BY USING THE EXVO SERVICES, YOU (“YOU” OR “END USER”) AGREE TO BE BOUND BY THESE TERMS. IF YOU DON’T AGREE TO BE BOUND BY THESE TERMS, DON’T USE THE EXVO SERVICES.
1. EXVO SERVICES
1.1. Access to the Exvo Services. Access to the Exvo Services requires an invite or authorization to participate in the Event from the Company. You agree to keep confidential any invite link or authorization code you receive from the Company or AllSeated.  If an invite link or authorization code is disclosed to any third party or otherwise compromised, you agree to notify the Company or AllSeated.
1.2. Privacy Policy. Please read AllSeated’s Privacy Policy, which can be found at www.allseated.com/privacy-policy/ and governs how AllSeated collects, uses, and shares personal information from End Users.
1.3. Acceptable Use Policy.  By accessing or using the Exvo Services, you agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any End User Content (as defined below), or otherwise use the Exvo Services in any manner, that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use the Exvo Services to send abusive commercial solicitation, such as “junk” messages, spam and pyramid schemes;
(c) Make the Exvo Services accessible to anyone other than you;
(d) Create, modify, distribute, transmit, display, or perform derivative works based on the Exvo Services;
(e) Copy, frame or mirror any part or content of the Exvo Services;
(f) Disassemble, decompile or otherwise reverse engineer the Exvo Services;
(g) Use the Exvo Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
(h) Intentionally interfere with or disrupt the integrity or performance of the Exvo Services or third party data or services contained therein;
(i) Attempt to gain unauthorized access to the Exvo Services or their related systems or networks;
(j) Collect or store any personally identifiable information from the Exvo Services from other users of the Exvo Services without their express permission;
(k) Violate any applicable law or regulation; or
(l) Encourage or enable any other individual to do any of the foregoing.
AllSeated is not obligated to monitor access to or use of the Exvo Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Exvo Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including End User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Exvo Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
1.4. DMCA/Copyright Policy.  AllSeated respects the intellectual property of others and asks that you do too.  AllSeated’s policy is to terminate in appropriate circumstances users who repeatedly infringe the rights of copyright holders. Please see AllSeated’s Copyright Policy located at www.allseated.com/copyright-policy/  for further information.
2. END USER CONTENT 
2.1. End User Content. The Exvo Services allow you to share content like text, files, images, audio and video. Anything (other than your feedback) that you post or otherwise make available through the Exvo Services is “End User Content”. We do not claim any ownership rights in any End User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your End User Content.
2.2. Permission To Use End User Content. By making any End User Content available through the Exvo Services, you hereby grant AllSeated a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, modify, copy, distribute, create derivative works from, publicly display, and publicly perform your End User Content solely in connection with operating and providing the Exvo Services.
2.3. Access to End User Content by Others. By making any End User Content available through the Exvo Services, you also acknowledge and agree that your End User Content may be monitored, stored and accessed by the Company and other End Users of the Exvo Services. We’re not responsible for any use of your End User Content by the Company or other End Users of the Exvo Services.
2.4. Your Responsibility for User Content. You are solely responsible for all of your End User Content. You represent and warrant that you have (and will have) the necessary rights to grant us the license to your End User Content under these Terms. You represent and warrant that neither your End User Content nor our use of your End User Content on the Exvo Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
3. FEEDBACK.  You may, at your option, provide AllSeated with feedback, comments, and suggestions for improvements to the Exvo Services (collectively, “Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
4. ALLSEATED’S INTELLECTUAL PROPERTY. AllSeated and its licensors exclusively own all right, title and interest in and to the Exvo Services, including all associated intellectual property rights. You acknowledge that the Exvo Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Exvo Services. We may make available through the Exvo Services content that is subject to intellectual property rights; we retain all rights to that content.
5. NO WARRANTY.  THE EXVO SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Exvo Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Exvo Services.
6. INDEMNITY. You will indemnify and hold AllSeated and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Exvo Services, (b) your End User Content, or (c) your violation of these Terms.
7. LIMITATION OF LIABILITY.
7.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ALLSEATED NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE EXVO SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE EXVO SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ALLSEATED OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
7.2. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL ALLSEATED’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE EXVO SERVICES EXCEED ONE HUNDRED DOLLARS ($100).
7.3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ALLSEATED AND YOU.
8. TERMINATION. We may suspend or terminate your access to and use of the Exvo Services at our sole discretion, at any time and without notice to you.
9. GOVERNING LAW AND FORUM CHOICE.  These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction.  Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco County, California and each of you and AllSeated irrevocably consent to the personal jurisdiction and venue therein.
10. GENERAL TERMS.
10.1. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between AllSeated and you regarding the Exvo Services, and these Terms supersede and replace all prior oral or written understandings or agreements between AllSeated and you regarding the Exvo Services. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without AllSeated’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. AllSeated may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
10.2. Waiver of Rights. AllSeated’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of AllSeated. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
11. CONTACT INFORMATION. If you have any questions about these Terms or the Exvo Services, please contact AllSeated at allseated@allseated.com .