Roamli Subscription Customer Terms of Service

Effective: November 22, 2023

These Subscription Customer Terms of Service, which may include addenda or additional attachments (defined below), in conjunction with any relevant addenda, if applicable (collectively forming the "Contract"), establish a legally binding agreement (termed the "Agreement") between Roamli, LLC. ("Roamli") and the entity or individual who signs the Contract or accesses any Service ("you" or "Partner"). Each party involved in this Agreement is individually known as a "Party" or "party," and when referenced collectively, they are the "Parties" or "parties." These Subscription Customer Terms of Service are an addition to Roamli’s Terms of Use, Privacy Policy, and Community Standards.

The most current version of this agreement can be reviewed by going to https://www.roamli.com/privacy, https://www.roamli.com/community-standards, https://www.roamli.com/terms-of-use, and https://www.roamli.com/subscription-customer-terms-of-service. You are hereby put on notice that you are obligated to periodically review this document to make yourself aware of any changes hereto and any continued use of the Site shall constitute your acceptance thereof.

The Privacy Policy, Community Standards, and Terms of Use, together with these Subscription Customer Terms of Service, and any other terms contained herein or incorporated herein by referenced, are collectively rereferred to as the “Terms..” The term “using” also includes any person or entity that accesses or uses the Site with crawlers, robots, data mining, or extraction tools or any other functionality. 

Upon accessing or utilizing the Services, as defined below, or permitting any user to access or utilize the Services, you are indicating your acceptance and consent to be bound by these Terms, especially in the context of a paid subscription. If you are entering into these Terms on behalf of a company, organization, or another legal entity (referred to as an "Entity"), you are agreeing to these Terms on behalf of that Entity and asserting to Roamli that you possess the authority to legally bind that Entity to these Terms. In such instances, the terms "Partner," "you," and other related capitalized terms within this document will refer to the said Entity. If you lack the requisite authority or do not agree with these Terms, you must refrain from using any of the Services.

1) Partner’s Responsibilities: Partner will provide Roamli with the required information, assets, and materials upon Roamli's request to facilitate the provision of the Services (as defined below). Partner will also appoint a representative to liaise with Roamli, ensuring both parties' smooth execution of this Agreement. This representative will serve as the primary point of contact for all matters and communications related to this Agreement, among other responsibilities.

2) Software License: Subject to the terms outlined herein, Roamli grants Partner a limited, non-exclusive, non-transferable, and non-sublicensable license for the duration of the Term (referred to as the "License") to access and utilize its Community Engagement software (referred to as the "Licensed Program") and the accompanying services (collectively known as the "Services"). This License is granted solely for the purpose of administering and facilitating Partner's program. Access to the Licensed Program will be facilitated through websites, mobile applications, and other digital mediums owned by Roamli and/or Partner. Partner is prohibited from assigning, transferring, sublicensing, selling, or otherwise disseminating copies of the Licensed Program to third parties. Modifying or translating the Licensed Program or the related documentation ("Documentation") without prior written consent from Roamli is not permitted. Partner is also prohibited from reverse assembling, decompiling, reverse engineering, reverse compiling, or attempting to create the source code from the Licensed Program. All rights, title, and interest in the Licensed Program, the Services, the Documentation, and the Aggregate/Anonymized Data (defined below) are owned and retained by Roamli, including any associated intellectual property rights (collectively referred to as "Roamli IP"). Roamli reserves all rights related to the Roamli IP, except those expressly granted in this Agreement.

Partner hereby grants Roamli a non-exclusive, non-transferable, limited license for the use of all Partner trademarks, copyrights, data, copyrighted materials, content, and other intellectual property provided by Partner to Roamli for integration or use in connection with the Licensed Program (referred to as "Partner Content") throughout the term of this Agreement. Additionally, Roamli may advertise Partner as a Roamli customer and use Partner Content in its sales and marketing efforts. Partner affirms and guarantees that the Partner Content does not infringe upon the rights of any individuals or organizations. Partner acknowledges and accepts that Roamli is not responsible for reviewing or assessing the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of the Partner Content. Roamli does not warrant or endorse the Partner Content and is not liable for it. Partner is obligated to indemnify, defend, and hold Roamli harmless from any claims, costs, damages, losses, liabilities, and expenses, including reasonable attorney's fees, arising from breaches of this License by Partner or third-party claims resulting from Partner's failure to perform services as required under specific arrangements with customers. All Partner Content must be created in accordance with Roamli’s Terms of Use Policy.

3) Customer Success: During the Term (defined in section 22), Roamli will use commercially reasonable efforts to provide technical support, technical maintenance, correction of technical errors and bugs, consultation, training, and the Services associated with the intended operation of the Licensed Program. Such Services shall include the providing of interactive maps, listing events in the mobile application, user analytics to events, access to user submissions specific to Partner’s event, and enabling Partner to generate reports on event participants useful to Partner for marketing, pricing and other such purposes. If Partner notifies Roamli of a program error respecting the Licensed Programs, or Roamli has reason to believe that an error exists in the Licensed Program, Roamli shall at its expense verify and attempt to correct such error within thirty (30) business days after the date of notification. The following implementation services will be provided upon execution of this Agreement: (i) Partner Activation and Setup, including: account provisioning, event creation, point of interest creation, interactive maps available for linking and embedding, and event listing in the Roamli mobile app for active events; and (ii) Customized User Experience, including: (1) setup of backend administration panel (2) a branded customer mobile-friendly web-based interactive map for each event, (3) Branded consumer mobile application listing that allows for users to submit photo submissions, (4) analytics pertinent to Partner’s event and users that have participated in it, and (5) Customized On-boarding, including training session(s). Specific permissions allowed based on the Partner’s subscription tier are listed below in section 28 and supercede this section..

4) Payments & Fees: Each Roamli plan (“Pricing Plan”) is composed of a Monthly Subscription Fee or Annual Subscription Fee (“Subscription Fees”). The Subscription Fees will be paid either up-front in full if selecting an Annual Subscription Fee or every month after the initial sign-up date for any Monthly Subscription Fee. During the Term, Roamli will provide onboarding and training for the Partner, technical support, technical maintenance, correction of technical errors and bugs, consultation, ongoing training, and the Services associated with the Licensed Programs. The Licensed Program includes paid capabilities as part of Roamli’s Community Engagement software. In the event of a refund on any Subscription Fees, the Partner or merchant will incur the credit card fee and will not be reimbursed when refunds are processed through the Licensed Program. As approved in advance and in the event that the sum of Roamli fees and merchant remittance exceeds the sale price of Paid Distributions, Partner will be responsible for the losses incurred and will be billed by Roamli on a monthly basis, subject to net 30 terms. In certain instances, and as approved by the Partner, distribution may occur outside of the Licensed Program via third-party distributions (“Third Party Distributions”), including, (among others) distribution by Groupon, Living Social, Get Your Guide, and other websites, as well as distribution through tour operators and Online Travel Agencies (“OTAs”) such as Expedia or Hotels.com. Paid Distributions including Third Party Distributions, shall be billed at full advertised or transacted price, regardless of any discounts provided through Third Party Distributions.

5) Refund Policy: No refunds or credits for fees or other charges or payments will be provided to Partner upon Partner’s termination of its subscription to the Licensed Program and/or Services or cancellation of Partner’s account (if applicable) in accordance with this Agreement prior to the end of the then-current Term. Except as expressly set forth below, upon termination of this Agreement for any reason, in addition to any other amounts Partner may owe Roamli, Partner must immediately pay any then-unpaid fees associated with the remainder of such Term pursuant to all applicable Contracts. This amount will not be payable by Partner in the event Partner terminates this Agreement as a result of an uncured material breach by Roamli.

6) Service Management: Alongside any other entitlements granted to Roamli within this Agreement, Roamli retains the authority, at its sole discretion, to temporarily halt Partner's access to and utilization of the Licensed Program or any other services for the following reasons: (a) planned downtime for upgrades and maintenance of said services (Roamli will make commercially reasonable efforts to inform Partner in advance about such "Planned Downtime"); or (b) during periods of unavailability due to force majeure events (as outlined in Section 20). Roamli will strive to schedule Planned Downtime during weekends and off-peak hours. Partner acknowledges that the Roamli Provider Parties have the right to alter the features and functionality of the applicable Licensed Program and/or services during the Term. Roamli will provide Partner with reasonable advance notice regarding any deprecation of significant features or functionalities. The term "Roamli Provider Parties" encompasses Roamli and all its affiliates, service providers, suppliers, or licensors.

7) Data: Partner affirms and guarantees that it possesses all requisite rights, titles, and permissions to enable both Partner and Roamli to access, gather, share, and utilize Partner Data as envisioned by this Agreement. Furthermore, Partner ensures that Partner Data neither currently infringes nor will infringe upon: (a) any intellectual property, publicity, privacy, or other rights; (b) any pertinent local, state, federal, and international laws, rules, and regulations, including but not limited to those pertaining to data privacy and data transfer ("Applicable Laws"); and (c) any terms of service, privacy policies, or other agreements governing Partner's assets or accounts related to Non-Roamli Services.

Partner bears full responsibility for any Partner Data submitted to the Services by any Partner user or accessed by Roamli through any Non-Roamli Services on behalf of Partner, treating it as though it were submitted by Partner. In cases where Partner Data qualifies as Personal Data, the Parties mutually acknowledge that Partner will be considered the Data Controller, and Roamli will be considered the Data Processor, as per the definitions provided by the relevant Data Protection Law.

Partner acknowledges and concurs that Roamli may enlist the services of sub processors who may access Partner Data and Usage Data to facilitate, safeguard, and enhance the Services. While operating the Roamli Services, Roamli will maintain reasonable administrative, physical, and technical safeguards (referred to as "Safeguards") aimed at preserving the security, confidentiality, and integrity of Partner Data. These protective measures encompass the encryption of Partner Data during transmission, employing technologies such as SSL or similar methods. It's important to note that Roamli is not accountable for the Safeguards pertaining to Non-Roamli Services, to which Partner may link via the Services at their discretion.

Roamli's adherence to the stipulations outlined in this section shall be deemed as compliance with all obligations aimed at safeguarding Partner Data. Furthermore, Roamli reserves the right to access or disclose information pertaining to Partner, their account, or users, including Partner Data and Usage Data, for the following purposes: (a) adhering to Applicable Laws or responding to lawful requests and legal processes, which may include subpoenas or court orders; (b) defending Roamli's, its customers', or partners' rights or property, including the enforcement of this Agreement or other policies related to the Services; or (c) acting in good faith to protect personal safety or prevent violations of Applicable Laws.

Throughout the Term and up to the expiration or termination of this Agreement, Roamli will have the capability to export or download Partner Data. Following such expiration or termination, Roamli will not be obliged to maintain or supply any Partner Data and will, unless restricted by law or legal mandates, delete Partner Data in Roamli's Services in accordance with Roamli's current deletion policy.

For clarity, "Partner Data" encompasses all electronic data, text, messages, communications, or other materials submitted to and stored within a Service by Partner, Partner's users, or any end-users in connection with Partner's utilization of such Service. "Personal Data" signifies any information linked to an identified or identifiable natural person (referred to as a 'data subject'), where an identifiable natural person is someone who can be directly or indirectly identified, typically through an identifier like a name, an identification number, location data, an online identifier, or through factors specific to their physical, physiological, mental, economic, cultural, or social identity. "Usage Data" pertains to metrics and information related to Partner's use of the applicable Service(s), encompassing evaluations of how Partner users and end-users interact with the Service(s). "Applicable Data Protection Law" encompasses the legal and regulatory framework of the United States (including the California Consumer Privacy Act or "CCPA"), the European Union, the European Economic Area, their respective member states, Switzerland, and the United Kingdom (including the General Data Protection Regulation or "GDPR"), along with any pertinent national laws derived from it, in cases where Partner is established within the European Economic Area. This definition also includes the Swiss Federal Act of 19 June 1992 on Data Protection and the Brazilian General Data Protection Law (LGPD), all of which are subject to amendments or replacements.

8) Data Ownership: In the context of this agreement, Partner maintains all rights, titles, and interests in Partner Data and its contents, with the exception of Roamli's intellectual property (Roamli IP). Partner hereby grants Roamli a non-exclusive, global, royalty-free right and license to collect, use, duplicate, store, transmit, modify, and create derivative works based on Partner Data, but solely to the extent necessary to deliver the Licensed Program and Services. It is understood that Roamli has the right to generate Aggregate/Anonymous Data.

Both parties mutually acknowledge that Aggregate/Anonymous Data is considered Roamli's intellectual property (Roamli IP), which Roamli can utilize for any business purposes during or after the duration of this Agreement. This usage includes, but is not limited to, the development and enhancement of Roamli's products and services and the creation and distribution of reports and other materials.

For the purposes of this Agreement, "Aggregate/Anonymous Data" encompasses the following: (i) data generated by items with a retail price of $0 and do not require customer payment, (ii) the amalgamation of Partner Data with other data to ensure that the results do not personally identify Partner, and (iii) anonymous insights, logs, and data related to the use of the Licensed Program and Services.

9) Partner Indemnification: Partner is obligated to indemnify, defend, and absolve the Roamli Parties from any and all claims, allegations, costs, damages, losses, liabilities, settlements, and expenses, which encompass reasonable attorney fees and costs. These obligations arise from, are related to, or associated with:

(a) Partner Data,

(b) The use of Services by Partner, its users, Roamli’s users, or end-users in violation or alleged violation of this Agreement,

(c) Any assertion that Partner's utilization of Services or Partner Data violates or unlawfully appropriates the intellectual property rights of a third party.

The pertinent Roamli Parties will promptly communicate any such claim in writing, allowing Partner sufficient notice to respond without harm, and they will cooperate reasonably with Partner, with the expenses borne by Partner, regarding the defense or settlement of said claim. The Roamli Parties may partake in the defense of any claim with counsel of their choosing, at their own cost and expense. Partner may not settle any claim without obtaining prior written consent from Roamli unless the settlement unequivocally releases all Roamli Parties and does not necessitate any Roamli Party to make payments, take actions, or admit liability. For the purposes of this agreement, "Roamli Parties" (individually, a "Roamli Party") encompasses Roamli and any of its affiliates, officers, directors, employees, contractors, agents, service providers, suppliers, licensors, and authorized assignees.

10) IP Indemnification: Conditioned upon Partner's adherence to this Agreement, Roamli will assume the responsibility to protect Partner against any third-party claims alleging that Roamli's Services or other Roamli intellectual property infringes on a valid U.S. patent, U.S. copyright, or U.S. trademark (referred to as an "IP Claim"). Roamli will also indemnify and shield Partner from any damages and costs awarded to Partner in a final judgment or agreed upon in a settlement by Roamli. This coverage includes reasonable attorney fees engaged by Roamli for the defense of such claims. However, this indemnification is subject to the following conditions:

(a) Partner must promptly inform Roamli in writing of the threat or notice of an IP Claim, providing sufficient notice for Roamli to respond effectively.

(b) Roamli retains sole and exclusive control and authority to select defense attorneys, defend, or settle any IP Claim. Nevertheless, Roamli cannot settle or compromise any claim that would result in liability or an admission of liability by Partner without Partner's prior written consent.

(c) Partner is required to fully cooperate with Roamli throughout the process.

If Roamli deems that the use of its Services by Partner or its users is, or is likely to become, the subject of an IP Claim, Roamli has the following options at its own expense:

(a) Procure the right for Partner to continue using Roamli's Services as specified in this Agreement.

(b) Modify or replace Roamli's Services to render them non-infringing.

(c) If options (a) or (b) are not commercially reasonable or feasible, as determined by Roamli, terminate Partner's subscription to Roamli's Services and provide a pro-rated refund of any prepaid fees corresponding to the unused portion of the Term for Roamli's Services after termination.

Roamli will not bear any liability or responsibility under this Section 9 concerning an IP Claim if the claim is caused, wholly or partially, by any of the following:

(i) Unauthorized use of Roamli's Services.

(ii) Actions arising from Partner and/or its users or personnel's breach of this Agreement.

(iii) Partner Data not being in compliance with this Agreement.

(iv) Compliance with designs, data, instructions, or specifications provided by Partner.

(v) Modification of Roamli's Services by anyone other than Roamli.

(vi) The combination, operation, or utilization of Roamli's Services with other hardware or software where Roamli's Services, on their own, would not be infringing.

This Section represents the exclusive and comprehensive liability of the Roamli Parties to Partner and serves as Partner's exclusive remedy concerning an IP Claim related to this Agreement.

11) Ownership: Roamli or its licensors retain all ownership and intellectual property rights to the Services and Roamli programs. Roamli retains all ownership and intellectual property rights to anything developed and delivered under the Agreement. Roamli shall be entitled, without limitation or restrictions, to use, disclose and employ any of these Services or software on behalf of its other and future clients. Third party technology that may be appropriate or necessary for use with some Roamli programs is specified in the program documentation or ordering document as applicable. Partner’s right to use such third party technology is governed by the terms of the third party technology license Agreement specified by Roamli. Partner shall not: (1) remove or modify any program markings or any notice of Roamli’s or its licensors’ proprietary rights; (2) make the programs or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the Services); (3) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting products or services competitive with the Services or Roamli; (4) disclose results of any Services or program benchmark tests without Roamli’s prior written consent; (5) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or Service bureau use, or otherwise commercially exploit or make the Services, Roamli programs or materials available, to any third party other than, as expressly permitted under the terms of the Agreement. The rights granted to Partner under this Agreement are also conditioned on the following: (a) except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and (b) Partner shall make every reasonable effort to prevent unauthorized third parties from accessing the Services. 

12) Confidentiality: Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any Applicable Law. “Confidential Information” means all information disclosed by one Party to the other Party which is marked confidential or which a reasonable person would understand to be confidential or proprietary given the nature of the information and circumstances of disclosure. For purposes of this Agreement, Partner Data shall be deemed Confidential Information. Roamli’s Confidential Information shall include, without limitation, any non-public information regarding Roamli’s business, products and services (including, without limitation, the discovery, invention, research, improvement, development, marketing or sale thereof as well as maps, templates, scavenger hunts, passports, tours, experiences and the like), pricing, financial data, models and information, business and marketing plans, customer information, business opportunities, plans for development of future products, unreleased versions of products, know-how, technology, the Services and the API. Notwithstanding the foregoing, Confidential Information shall not include information that: (a) was already known to the receiving Party at the time of disclosure by the disclosing party without an obligation of confidentiality; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

13) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Illinois, without regard to conflicts of law principles. Any and all actions at law or in equity, not included within the scope of the arbitration provision herein, if any, shall be brought only in a court of competent jurisdiction located in the State of Illinois and each party hereby waives any right to any change of venue.

14) Non-Roamli Services: Partner and its users decide whether to enable, access or use Non-Roamli Services. If Partner decides to enable, access or use Non-Roamli Services, Partner’s access and use of such Non-Roamli Services shall be governed solely by the terms and conditions of such Non-Roamli Services. Roamli does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non-Roamli Services, including, without limitation, their content or the manner in which they handle, protect, manage or Process data (including Partner Data), or any interaction between Partner and the provider of such Non-Roamli Services. Roamli cannot guarantee the continued availability of such Non-Roamli Service features, and may cease enabling access to them without entitling Partner to any refund, credit or other compensation, if, for example and without limitation, the provider of a Non-Roamli Service ceases to make the Non-Roamli Service available for interoperation with the corresponding Service in a manner acceptable to Roamli. Partner irrevocably waives any claim against Roamli with respect to such Non-Roamli Services. Roamli are not liable for any damage or loss caused or alleged to be caused by or in connection with Partner’s enablement, access or use of any such Non-Roamli Services, or Partner’s reliance on the privacy practices, data security processes or other policies of such Non-Roamli Services. Partner may be required to register for or log into such Non-Roamli Services on their respective websites. By enabling any Non-Roamli Services, Partner is expressly permitting Roamli to disclose Partner’s user logins and Partner Data as necessary to facilitate the use or enablement of such Non-Roamli Services. “Non-Roamli Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which Partner may connect to or enable in conjunction with a Service, including, without limitation, Non-Roamli Services which may be integrated directly into Partner’s account by Partner or at Partner’s direction.

15) Disclaimer: The licensed program and the services are provided in their current state, on an "as is" and "as available" basis, without any warranties of any kind, to the maximum extent permitted by law. Roamli explicitly disclaims all warranties, whether expressed or implied, including but not limited to implied warranties of merchantability, title, fitness for a specific purpose, and non-infringement. Partner recognizes that Roamli does not guarantee that the licensed program and/or the services will be (as applicable) continuous, punctual, secure, devoid of errors, or free from viruses or other malicious software. Furthermore, any information or guidance obtained from Roamli or through the licensed program or services does not establish any warranty beyond what is explicitly outlined in these terms. Apart from what is expressly outlined herein, Roamli rejects any responsibilities pertaining to the storage of partner data, including but not limited to any losses or corruption of partner data. Additionally, Roamli denies any liability associated with (i) Partner's decision to downgrade the services, which may include, among other things, the loss of content, features, or service capacity; and (ii) Subscriber's use of or connection to any non-Roamli services.

16) Limitation of Liability: Neither party shall be responsible for indirect damages, such as consequential losses, lost revenues, lost profits, the cost of capital, production delays, failure to deliver products, missed business opportunities with third parties, punitive damages, or exemplary damages, or any other consequential or incidental losses or damages incurred by the other party or any affiliate in connection with this Agreement or the Services. This holds true regardless of whether the party was aware of or could have anticipated such damages, except in cases where such damages result from the party's intentional deception or deliberate misconduct.

The aforementioned limitation of liability does not apply to indemnification obligations or any breaches of confidentiality obligations as outlined in this Agreement. Nevertheless, irrespective of any contrary provisions in this Agreement, Roamli's total liability to Partner, any affiliate, or any third party arising from this Agreement or the Services shall not exceed the fees paid by Partner within the twelve (12) months preceding the first event or occurrence leading to such liability. Partner acknowledges and agrees that the primary purpose of this Section 16 is to distribute the risks under this Agreement between the parties and restrict potential liability, considering the fees involved, which would have been significantly higher if Roamli were to assume any further liability beyond what is defined herein. Roamli has relied on these limitations when deciding to grant Partner the rights to access and use the Services as outlined in this Agreement. The limitation of liability, as described here, applies collectively to Subscriber and its affiliates and is not cumulative.

17) Suspension: Roamli retains the authority, without limiting any other rights, to limit functionalities, suspend the Services (in whole or in part), suspend Partner's account, or revoke the access and usage rights of Partner, its users, or any end-users. Roamli may also remove, disable, or quarantine any of Partner Data under the following circumstances:

(a) When Roamli has reasonable grounds to believe that Partner, its users, or end-users have breached this Agreement.

(b) When Roamli suspects or identifies any malicious software associated with Partner's account or the use of a Service by Partner, its users, or end-users. This includes the removal or deactivation of Partner Data.

Roamli will, unless legally prohibited, make commercially reasonable efforts to notify Partner directly via email when taking any of the actions mentioned above. Roamli shall not be held liable to Partner, its users, end-users, or any third party for any such alterations, suspensions, or terminations of Partner's access and usage rights for the Services. Roamli reserves the discretion to refer any suspected fraudulent, abusive, or illegal activities involving Partner, its users, or end-users to law enforcement authorities.

18) Dispute Resolution: Claims, Mediation, and Arbitration: Any claim arising from or in connection with this Agreement, except those expressly waived as outlined herein, must first undergo mediation as a prerequisite to arbitration or the initiation of legal or equitable actions by either party. Before entering into mediation or arbitration proceedings, the parties, upon being notified of the claim, shall convene within ten (10) days and make a bona fide effort to resolve the dispute. If an informal resolution is not reached, the following steps shall be taken:

The parties will aim to settle their claims through mediation unless they mutually agree otherwise. A written request for mediation shall be submitted to the other party of this Agreement and to the American Arbitration Association (AAA), unless an alternate mediator is mutually selected.

The request for mediation can be filed concurrently with the submission of an arbitration demand. In such cases, mediation shall precede arbitration or legal/equitable proceedings, with the latter being suspended during the 60-day mediation period from the date of filing. This suspension may be extended if both parties agree or as ordered by the court.

Both parties will equally share the mediator's fee and any filing fees. Mediation proceedings will occur in the location where the Project is situated, unless an alternative location is mutually decided upon. Any agreements reached during mediation will be legally binding and enforceable as settlement agreements in a court with appropriate jurisdiction.

Claims that remain unresolved after mediation will be settled through arbitration, following the Commercial Arbitration Rules of the AAA currently in effect, unless the parties jointly opt for a different approach.

A written demand for arbitration must be filed with the other party and with the AAA, unless an alternative arbitrator is mutually chosen. The arbitrator should have reasonable expertise (with a minimum of 5 years) in the domain of information technology-related agreements and matters. They should also possess ample experience in handling large, complex commercial disputes concerning issues arising from this Agreement.

Roamli must submit a demand for arbitration within thirty (30) days of Partner's rejection of a claim. In other situations, it should be made within a reasonable time after the claim's occurrence and never beyond the date when legal or equitable proceedings based on such a claim would be time-barred according to the applicable statute of limitations.

The award provided by the arbitrator(s) will be conclusive, and it can be entered as a judgment in any court with jurisdiction, in compliance with the prevailing laws.

19) Entire Agreement: This Agreement constitutes the comprehensive and conclusive understanding between the parties concerning the subject matter herein and takes precedence over any previous or concurrent proposals, agreements, representations, and agreements, whether written or oral, concerning the subject matter. This Agreement does not curtail any rights that either party may possess under trade secret, copyright, patent, or other applicable laws. Modifying or amending this Agreement is only possible through a written document that expressly references the amendment to this Agreement and is duly signed by authorized representatives from both parties. However, it should be noted that the written proposal from Roamli and related discussions may be admitted for the purpose of interpreting the scope of this Agreement in the event of a dispute between the Parties regarding it.

20) Publicity: With prior written consent from Customer, Roamli has the option to incorporate Customer's name and logo on its website or in other marketing materials or channels exclusively for the purpose of identifying Customer as a Roamli customer. This is subject to any trademark usage guidelines supplied to Roamli. Customer retains the right to withdraw its approval at any time without additional notice to Roamli.

21) Force Majeure: Any delays in performance by either party under this Agreement shall be excused to the extent caused by occurrences beyond the control of the parties affected, including but not limited to, decrees of the government, acts of God, strikes, or other concerted acts of workers (provided Roamli has exhausted all reasonable means, including legal recourse), fires, floods, explosion, riots, war, rebellion, and sabotage, but the foregoing shall not give rise to any claims for damages or be considered a waiver by either party of the obligations of this Agreement. If the Roamli is delayed by an occurrence beyond its control then the Term may be extended one day for each day delayed by aforementioned act, as determined necessary by Partner.

22) Term; Termination: This Agreement remains in effect for an initial period of one month or one year depending on the subscription option selected commencing upon the execution of this Agreement, denoted as the "Term." Subsequently, the Term will automatically renew for an additional one-month period unless one of the parties chooses not to extend it.

Should the Partner select an annual subscription then the Term will automatically renew for an additional one-year period unless one of the parties choose not to extend it.

Upon Term termination without renewal, all Partner data will be retained. All Partner’s Roamli Events created through Services will be deactivated and unavailable to Roamli end-users. The only Partner’s Roamli Events that will stay active after Term termination are events that were individually purchased for activation rather than activated via a Roamli Subscription. Partner Roamli Events will be reactivated once a new Term has been subscribed to.

In the event of a substantial violation of this Agreement, the party not in breach must notify the breaching party in writing and through email to the appropriate representative. This notification should outline the nature of the breach and identify the section of this Agreement containing the violated obligation. If the breach is not rectified within a commercially reasonable timeframe, the non-breaching party has the right to promptly terminate this Agreement by notifying the breaching party.

Besides such termination, the party terminating the Agreement retains all other rights and legal or equitable remedies available to them.

23) Relationship of the Parties: The Parties operate as independent contractors. This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between them. The terms herein do not restrict Roamli from entering into additional agreements or business associations, nor do they limit Roamli from engaging in similar business arrangements with others, provided that Roamli fulfills its obligations under this Agreement.

24) Miscellaneous: None of the provisions in this Agreement can be considered waived unless a written instrument signed by the party involved expressly indicates a waiver. A waiver of any breach by a party must be in writing to be valid, and it should not be interpreted as a waiver of any subsequent breach, regardless of whether it relates to the same or a different term or condition. This Agreement will be interpreted to reflect its intended meaning fairly and will not be strictly construed in favor of one party or the other. The headings used here are for description only and should not be taken into account when interpreting the provisions.

This Agreement may be executed in multiple counterparts, all of which will collectively form a single agreement. If executed in counterparts, none of the signatories will be bound until all parties listed below have executed or arranged for the execution of a counterpart of this Agreement. The individual signing on behalf of each party asserts that they have the authority and authorization to execute this Agreement.

25) Attorney’s Fees: If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be awarded its attorneys’ fees and costs incurred.

26) Assignment: This Agreement, along with any rights or interests derived from it, may not be transferred or any work or obligation to be carried out under this Agreement assigned, whether voluntarily, by operation of law, or through any other means, without the prior written agreement of both parties. Any attempt to assign or delegate in violation of this section will be considered null and void. The stipulations of this Agreement will be obligatory and advantageous for the authorized respective successors and assignees of the parties involved, and they will be enforceable accordingly.

27) No Class Actions: Disputes involving Roamli can only be resolved on an individual basis, and neither Customer nor any user may initiate a claim in a class, combined, or representative proceeding. The parties explicitly renounce any collective arbitrations, class actions, actions filed as a private attorney general, and the consolidation of their claims with other arbitrations.

28) Definition of Subscription Tiers: Roamli provides two Subscription tiers: an “Explorer Tier” and a “Creator Tier”. The Explorer Tier is the default tier assigned to you upon creating an account on the Roamli platform. The Explorer Tier allows you to access free Roamli Events and Partner Roamli Events via web and the Roamli Mobile application. While on the Explorer Tier, you are able to access the Roamli User Portal and create events and points of interest that make up events. While on the Explorer Tier you are able to participate in Roamli events created by other Partners. While on the Explorer Tier, you are not able to activate events or share them publicly. While on the Explorer Tier, you are not able to access participant information and analytics for your created Events. These features that are mentioned as unavailable to you while on the Explorer Tier are unavailable even if they were previously available if you were subscribed to the Creator Tier.

The Creator Tier is a paid tier that can either be renewed annually or monthly. While on the Creator Tier, you are able to activate your created events and share them publicly. While on the Creator Tier you are able to access participant information and analytics for your created Events. When you decide to terminate your Term on the Creator Tier without renewing, you will be automatically assigned to the Explorer Tier.