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Last updated: March 10, 2026

TERMS AND CONDITIONS FOR BRAVURA SERVICES

  1. Defined Terms. All capitalized terms used but not otherwise defined in these Terms and Conditions for Bravura Services (“Terms and Conditions”) will have the meanings ascribed to such terms in the Bravura FLEX Order Form entered into between Bravura Technologies, LLC, a Florida limited liability company (“Bravura”) and the Customer (together with these Terms and Conditions, the “Agreement”).
  2. Customer’s Responsibilities.
    • The Customer will provide all cooperation and assistance as Bravura may reasonably request to enable Bravura to exercise its rights and perform its obligations under and in connection with the Agreement.
    • The Customer will be responsible for preparing and delivering all data related to the attendees of the Events (the “Event Participants”) in the format and structure reasonably required by Bravura for import into the Services, including personal information, preferences and available time slots to pre-schedule meetings (the “Data Formats”). The Customer will provide all Data Formats that it expects to be made available through the Services at least two months before the start of each Event (the “Data Deadline”), in order to give Bravura sufficient time to make that content available and accessible through the Services for the applicable Event. If Bravura receives any content or requests for changes after the Data Deadline, Bravura will use its commercially reasonable efforts to make that content available and accessible through the Services on time for the applicable Event, but Bravura cannot provide any assurance that there will be sufficient time to do so.
    • The Customer will be responsible, at its cost, for the preparation and distribution of all advertising that is transmitted in connection with the Services. All portions of any such advertising that relate to the Services will be subject to prior written approval of Bravura, which approval will not be unreasonably withheld or delayed. All advertising that relates to the Services will include a statement providing appropriate credit to Bravura, such as “Powered by Bravura Technologies”, as reasonably approved in writing by Bravura.
    • The Customer is solely responsible for: (i) all data, content, materials, and information provided by or on behalf of the Customer or any Event Participant to Bravura or through the Services (collectively, “Customer Data”), including with regard to its accuracy, completeness, quality, content, and legality; (ii) the content, conduct, and administration of its Events; (iii) compliance with all applicable laws relating to its Events and Event Participants, including privacy, data protection, consumer protection, marketing, and recording laws; (iv) obtaining all necessary rights, licenses, consents, and permissions for Customer Data; and (v) enforcing appropriate rules of conduct for Event Participants. The Customer hereby grants to Bravura a worldwide, royalty-free license to use, host, store, copy, transmit, display, modify, and create derivative works of all data, content, materials, and information provided by or on behalf of Customer or any user (collectively, “Customer Data”) for the purpose of providing the Services.
    • Bravura will use commercially reasonable efforts to deliver all content within the timeframes mutually agreed upon in writing by Bravura and the Customer, but Bravura will not have any responsibility, obligation or liability with respect to (i) the creation or management of the Data Formats or (ii) any delay or failure of performance caused in whole or in part by the Customer’s delay in performing or failure to perform any of its obligations under the Agreement (including, without limitation, the unavailability or inaccessibility of any content available through the Services on time for the applicable Event if Bravura receives any Data Formats after the Data Deadline).
  3. Participant Information. Bravura will not have any rights in or to any database that is compiled by the Customer in connection with the Services regarding Event Participants. This includes, without limitation, the names, mobile phone numbers, other contact information, and other personal information regarding all Event Participants. Bravura will use all such information solely in connection with providing the Services for the Events, and not for any other purpose. Without limiting the foregoing, Bravura will not share or disclose any such information with or to any third party, except as specifically requested in writing in advance by the Customer. For avoidance of doubt, all Event Participant information will be owned by the Customer.
  4. Customer Support. Bravura will use commercially reasonable efforts to provide the Services on an uninterrupted basis during the entire Event and during all hours in which the Event is active, but the Customer specifically acknowledges that there are numerous factors beyond the control of Bravura that may prevent such continuous and uninterrupted Services, including interruptions and delays caused by difficulties inherent to the Internet and mobile phone communications. Bravura will perform commercially reasonable operational monitoring of the Services and communicate with the Customer to resolve problems promptly. Bravura will provide customer support services by phone and email, Monday through Friday, from 9 a.m. to 5 p.m. EST. On detection or notification of an incident impacting the Services, Bravura’s support staff will take commercially reasonable efforts to promptly restore the Services to a normal operating condition.
  5. Obligation to Advertise. The Customer will, at its cost and to the extent deemed appropriate by the Customer, advertise and market the Services to the Event Participants. This includes, without limitation, providing information (using signs and other media) regarding the availability of the Services and instructions on how each Event Participant can participate in utilizing the Services.
  6. Acceptable Use Policy.
    • Compliance with Acceptable Use Policy. The Customer will, and will cause all Event Participants to, access and use the Services solely in accordance with the Agreement and this Section 6 (“AUP”). The Customer is responsible for all acts and omissions of its Event Participants and any person who accesses the Services through the Customer’s accounts, credentials, Events, or systems.
    • Prohibited Content. The Customer will not, and will not permit any Event Participant or third party to, upload, post, transmit, distribute, display, host, or otherwise make available through any Event or the Services any content that: (i) violates any applicable federal, state, local, or international law, regulation, or ordinance; (ii) infringes, misappropriates, or otherwise violates any intellectual property right, right of publicity, privacy right, proprietary or contractual rights, or any other right of any person or entity; (iii) is defamatory, fraudulent, false, misleading, deceptive, obscene, pornographic, indecent, harassing, abusive, threatening, hateful, discriminatory, or otherwise objectionable or inappropriate in any manner (as determined by Bravura in its reasonable discretion); (iv) promotes violence, illegal activity, self-harm, terrorism, or the exploitation of minors; (v) contains a virus, Trojan horse, worm, logic bomb, time bomb, corrupted file, cancelbot, or any malware, adware, spyware, or other harmful or malicious code; (vi) constitutes unsolicited bulk communications, spam, chain letters, pyramid schemes, or other duplicative or unsolicited messages; or (vii) interferes with, disrupts, or adversely affects the integrity or performance of the Services or any third party’s use thereof. Bravura has no obligation to monitor content but reserves the right to review and remove any content at any time in accordance with subsection (e) below.
    • Prohibited Conduct; Platform Misuse. The Customer will not, and will not permit any Event Participant or third party to: (i) reverse engineer, decompile, disassemble, decode, adapt, reconstruct, or otherwise attempt to derive or gain access to the source code, object code, underlying structure, ideas, know-how, or any algorithm, file format, or programming interface of or relating to the Services, except to the limited extent expressly permitted by applicable law notwithstanding a contractual prohibition; (ii) copy, modify, translate, adapt, create any derivative work or improvement of, frame, mirror, republish, download, display, transmit, or distribute any portion of the Services, except as expressly permitted under the Agreement; (iii) access or use the Services for any purpose not explicitly authorized by Bravura (including for the purpose of (1) monitoring its availability, performance, or functionality or for any other benchmarking or competitive purpose or (2) building, developing, benchmarking, providing, or supporting a competitive product or service or for any other purpose that is to Bravura’s detriment or commercial disadvantage); (iv) scrape, crawl, harvest, index, mine, or otherwise extract data from the Services or any Event, including by use of bots, spiders, automated scripts, or other automated means, except as expressly authorized in writing by Bravura; (v) bypass, breach, remove, disable, interfere with, circumvent, or otherwise create or implement any workaround to any authentication, access control, encryption, rate limit, security mechanism, copy protection, right management, security device or feature, or usage restrictions of or relating to the Services; (vi) access the Services in order to conduct vulnerability scans, penetration tests, load tests, denial-of-service tests, or other security or performance testing without Bravura’s prior written consent; (vii) use the Services in a manner that exceeds contracted usage limits or that imposes an unreasonable or disproportionately large load on the Services or Bravura’s infrastructure; (viii) impersonate any person or entity, or misrepresent affiliation with any person or entity; (ix) use the Services in any manner that could damage, disable, overburden, damage, destroy, disrupt, harm, impair, or otherwise impede, interfere with, or harm in any manner the Services, Bravura’s systems, or any third party’s use of the Services (including their ability to engage in real-time activities) or otherwise engage in activities harmful to the operations of Bravura or any of its goods, services, customers, or users; (x) use any robot; web scraping or scraping method; data mining; spider; other similar data gathering or extraction method; or other automatic device, process, or means to access the Services or any purpose, including monitoring or copying any of the material on the Services; or (xi) attack the Services via a denial-of-service attack or a distributed denial-of-service attack
    • Monitoring and Enforcement. Bravura may, but has no obligation to, monitor Events, Event Participants, or content made available through the Services. The Customer acknowledges that Bravura may investigate any suspected violation of this AUP.
    • Suspension; Removal Rights. Bravura reserves the right, in its sole discretion and without liability, to: (i) remove or disable access to any content that Bravura reasonably believes violates the AUP or the Agreement; (ii) remove, restrict, suspend, or terminate access of any Event Participant to an Event or to the Services; (iii) suspend or shut down any Event; and/or (iv) suspend or terminate the Customer’s access to the Services, in each case immediately and without prior notice, if Bravura determines that such action is necessary to (1) comply with applicable law, (2) protect the security, integrity, or availability of the Services, (3) prevent harm to Bravura, its customers, Event Participants, or third parties, or (4) address any violation of the AUP or the Agreement.
  7. Changes to the Services.
    • Right to Modify the Services. Bravura may, from time to time and in its discretion, modify, enhance, update, upgrade, replace, or otherwise change the Services (including any features, functionality, user interface, integrations, APIs, hosting environment, or technical architecture) (collectively, “Modifications”). Such Modifications may include the addition, removal, or alteration of features or functionality; provided, however, that Bravura will not materially reduce the core functionality of the Services during the applicable term of the Agreement, except as permitted under this Section 7.
    • Discontinuation of Features. Bravura may discontinue specific features, functionality, integrations, or components of the Services; provided that, if such discontinuation materially and adversely affects the Customer’s use of the Services, Bravura will use commercially reasonable efforts to provide advance notice and, where practicable, a reasonable transition period. Notwithstanding the foregoing, Bravura may immediately remove or disable any feature or functionality if required to: (i) comply with applicable law or regulatory requirements; (ii) address security, integrity, or performance concerns; (iii) prevent misuse of the Services; or (iv) address third-party provider requirements or the unavailability of third-party components.
    • Maintenance and Updates. Bravura may deploy updates, patches, bug fixes, and other maintenance releases at any time, including automatically and without notice. The Customer acknowledges that such updates may modify or delete certain features or functionality and that continued use of the Services may require installation or acceptance of such updates.
    • Third-Party Components. The Services may include integrations with or dependencies upon third-party services, content, or infrastructure (collectively, “Third-Party Components”). Bravura may modify or discontinue integrations with Third-Party Components at any time if such Third-Party Components are modified, discontinued, become commercially unreasonable, or are no longer available to Bravura on acceptable terms.
    • Beta Features. From time to time, Bravura may make available beta, pilot, preview, or early-access features (“Beta Features”). Beta Features are provided “as is,” may be modified or discontinued at any time, and may be subject to additional terms. Bravura makes no commitments regarding the future availability of any Beta Feature.
    • No Liability for Modifications. Except as expressly set forth in the Agreement, Bravura will not be liable for any Modification to the Services made in accordance with this Section.
  8. No IP License. The Customer acknowledges and agrees that the only rights to the Services granted to the Customer under the Agreement are limited, revokable, non-transferable, non-exclusive rights for Customer and the Event Participants to access and use the Services only for the purposes, and only in accordance with the terms, requirements, and restrictions, as set out in the Agreement. For the avoidance of doubt, Bravura is not licensing or otherwise transferring to the Customer or any third party, and the Customer is not licensing or otherwise acquiring from Bravura, any intellectual property rights, including without limitation any rights in or to any of Bravura’s proprietary technology or software. All rights not expressly granted under the Agreement are reserved by Bravura. Without limiting the generality of the foregoing, the Customer acknowledges and agrees that Bravura is the sole and exclusive owner of, and will retain all right, title, and interest in and to, all of the Services (including the underlying software, technology, and intellectual property), and all use thereof by the Customer and the Event Participants, and all goodwill accruing therefrom, will inure solely to the benefit of Bravura. The Customer agrees to use commercially reasonable efforts to safeguard Bravura’s software and intellectual property from infringement, misappropriation, theft, misuse, or unauthorized access.
  9. Feedback. The Customer acknowledges, on behalf of itself and the Event Attendees, that any suggestion, recommendations, questions, comments, improvements, ideas, requests for services, feedback, or the like provided to Bravura relating to its goods or services are voluntarily provided and will be owned by Bravura, to be used by Bravura without compensating or crediting any other person.
  10. Late Payment of Fees. If the Customer fails to pay any undisputed amount when due as required by the Agreement, then in addition to all other remedies permitted by law, all such undisputed unpaid amounts will bear interest at an annual rate of sixteen percent (16%) per annum, or the maximum amount permitted by applicable law, if less, until paid in full. If any amounts due to Bravura from the Customer become past due for any reason, Bravura may, at its option and without further notice, withhold further Services until all amounts have been paid in full, and such withholding will not be considered a breach of default of any of Bravura’s obligations under the Agreement.
  11. Exclusivity. During the term of the Agreement, the Customer will use Bravura as its exclusive provider for services that are the same as or substantially similar to the Services. The Customer will not structure, divide, rename, or otherwise characterize events or related services for the purpose of avoiding its exclusivity obligations under this Section.
  12. Confidential Information.
    • Confidential Information. The parties acknowledge that by reason of their relationship to the other hereunder, each may disclose or provide access (the “Disclosing Party”) to the other party (the “Receiving Party”) certain Confidential Information. “Confidential Information” will mean the following, whether disclosed in oral, tangible, electronic, or other form or media and regardless of whether marked or designated as “confidential,” “proprietary,” or with a similar designation: (i) information concerning the products, business, and operations of the Disclosing Party or its affiliate (including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property); (ii) the terms of any agreement, including the Agreement, and the discussions, negotiations and proposals related to any agreement; and (iii) all other non-public information provided by or on behalf of a Disclosing Party hereunder. Without limiting the generality of the foregoing, the Services and all software, technology, and intellectual property related thereto are the Confidential Information of Bravura. All Confidential Information will remain the property of the Disclosing Party.
    • Exceptions. Confidential Information does not include information that: (i) is or becomes in Receiving Party’s possession before receipt from Disclosing Party; (ii) is or becomes generally available to the public other than through any act or omission of the Receiving Party or its agent; (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; (iv) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation, or (v) is designated as such with Disclosing Party’s prior written approval
    • Use of Confidential Information; Standard of Care. The Receiving Party will maintain the Confidential Information in strict confidence and will not access, use, duplicate, share, disclose, disseminate, or publish, or authorize or permit the access, use, duplication, sharing, disclosure, dissemination, or publication of, any Confidential Information except for access, use, or duplication by or sharing, disclosure, dissemination, or publication to its employees, subcontractors, consultants and representatives who have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the parties contemplated by the Agreement and who are under confidentiality obligations no less restrictive than the Agreement. The Receiving Party will at all times remain responsible for breaches of the Agreement arising from the acts of its employees, subcontractors, consultants and representatives. Receiving Party will use the same degree of care as it uses with respect to its own most confidential information, but no less than a commercially reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, publication, duplication, or sharing. Receiving Party will only use the Confidential Information in furtherance of its performance of its obligations under the Agreement, and agrees not to use the Disclosing Party’s Confidential Information for any other purpose or for the benefit of any third party, without the prior written approval of the Disclosing Party. Without limiting the generality of the foregoing, the Receiving Party specifically acknowledges and agrees that it will not (i) decompile, disassemble, test, analyze, or reverse engineer all or any part of the Confidential Information or (ii) access, use, duplicate, share, disclose, publish, or disseminate any Confidential Information for any commercial purpose or competitive advantage or in any other manner that would or could be detrimental to the Disclosing Party. Notwithstanding the provisions of this Section 12(c), in no event will Bravura’s use or disclosure of information regarding or relating to the development, improvement, or use of any of Bravura’s products be subject to any limitation or restriction.
    • Required Disclosures. If the Receiving Party is confronted with legal action to disclose Confidential Information received under the Agreement, the Receiving Party will, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party will reasonably assist disclosing Party in such efforts. If disclosure is nonetheless required, the Receiving Party will limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.
    • Unauthorized Use or Disclosure of Confidential Information. In the event the Receiving Party discovers that any Confidential Information has been used, disseminated or accessed in violation of the Agreement, it will immediately notify the Disclosing Party, take all commercially reasonable actions available to minimize the impact of the use, dissemination or publication, and take any and all necessary steps to prevent any further breach of the Agreement.
    • Return of Confidential Information; Survival.Receiving Party will promptly return or, at Disclosing Party’s option, certify destruction of all copies of Confidential Information at any time upon request or within 15 days following the expiration or earlier termination of the Agreement. Notwithstanding any expiration or termination of the Agreement, Receiving Party’s obligations to protect the Confidential Information pursuant to this Section will survive for two years after the expiration or earlier termination of the Agreement; provided that Receiving Party’s obligations with regard to any trade secrets will continue under this Section 12 so long as the trade secrets retain their status as such.
  13. Termination.
    • Termination for Breach. Either party may terminate the Agreement at any time in the event of a breach by the other party of a material covenant, commitment or obligation under the Agreement that remains uncured: (i) in the event of a monetary breach, five calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after 30 days following written notice thereof. Such termination will be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party.
    • Termination for Bankruptcy, Insolvency, or Financial Insecurity. Either party may terminate the Agreement immediately at its option upon written notice if the other party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within 90 calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. The Agreement will terminate immediately and automatically upon any determination by a court of competent jurisdiction that either party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of the Agreement pursuant to 11 U.S.C. § 365.
    • Termination for Legal Compliance. Bravura may suspend or terminate the Agreement, in whole or in part, immediately upon written notice to the Customer of Bravura’s reasonable determination that: (i) a change in applicable law, rule, regulation, or governmental order; a judicial decision; or any action or position taken by a governmental authority has rendered Bravura unable to legally provide all or any portion of the Services; or (ii) continued performance of the Services would violate, or create a material risk of violation of, an applicable law, rule, regulation, or governmental order. In the event of termination pursuant to this Section 13(c), Bravura will have no liability to the Customer arising out of or related to such termination, except that Bravura will refund any prepaid fees attributable to the unused portion of the terminated Services following the effective date of termination. Termination under this Section will not relieve the Customer of its obligation to pay fees accrued prior to the effective date of termination.
    • Effect of Termination; Survival. Expiration of the Agreement or termination for any reason will not discharge either party’s liability for obligations incurred hereunder and amounts unpaid. The Customer will pay Bravura for all Services rendered prior to the effective date of termination or expiration. The following sections of the Agreement, in addition to any other provisions, rights, or obligations that, by their nature, should survive termination or expiration of the Agreement or which otherwise aid in the interpretation of the Agreement, will survive the termination or expiration of the Agreement: in the Order Form, Section C, and in these Terms and Conditions, Sections 2(d) through (e), 7(f), 8, 9, 12, this Section 13(d), and Sections 14 through 19.
  14. Warranties and Limitation of Liability.
    • Mutual Representations and Warranties. Each of Bravura and the Customer represents and warrants to the other that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other organization; (ii) in performing its obligations or exercising its rights under the Agreement, it will comply with all federal, state and municipal laws, rules and regulations that are now or may in the future become applicable to it; (iii) the execution of the Agreement by its representative has been duly authorized by all necessary actions; and (iv) when executed and delivered by both parties, the Agreement will constitute its legal, valid, and binding obligation, enforceable in accordance with its terms.
    • Additional Representations and Warranties of Bravura. Bravura represents and warrants that Bravura will perform the Services contracted for under the Agreement in a good and workmanlike manner and in conformity with the standards in the industry for like services. Bravura will devote adequate time and attention to its duties and responsibilities under the Agreement in order to timely and competently fulfill all of its obligations hereunder.
    • Disclaimer of Warranties. Except as may otherwise be expressly provided in the Agreement, BRAVURA IS NOT MAKING, AND THE CUSTOMER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THE AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND AVAILABILITY AND ANY AND ALL WARRANTIES AND REPRESENTATIONS ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THE AGREEMENT, BRAVURA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS; ACHIEVE ANY INTENDED RESULT; BE COMPATIBLE, OR WORK WITH, ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES; OPERATE WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE; THAT THE EVENTS WILL BE FREE FROM TECHNICAL ISSUES; OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT BRAVURA WILL NOT HAVE ANY LIABILITY RELATED TO, THE COMPUTER HARDWARE, SOFTWARE (OTHER THAN THE SOFTWARE INCLUDED WITHIN THE SERVICES), OR INTERNET ACCESS USED BY THE CUSTOMER OR ANY EVENT PARTICIPANT TO ATTEND ANY EVENT; ANY USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, CORRUPTION, OR RECOVERY OF DATA; ANY FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; ANY FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; ANY SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES OF DATA OR SYSTEM SECURITY.
    • Limitation of Liability.

      • Except for any damages related to the Customer’s indemnification obligation or the Customer’s breach of its confidentiality obligations under the Agreement, IN NO EVENT WILL EITHER BRAVURA OR THE CUSTOMER BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES THAT THE OTHER PARTY MAY INCUR BY REASON OF ITS HAVING ENTERED INTO OR RELIED ON THE AGREEMENT, OR ARISING OUT OF THE PERFORMANCE OR BREACH OF THE AGREEMENT, (INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES; LOST PROFITS OR LOST BUSINESS OPPORTUNITY; INCREASED COSTS, DIMINUTION IN VALUE, INCONVENIENCE, SHUTDOWN, OR SLOWDOWN COSTS; OR LOSS OF ANTICIPATED SAVINGS; DELAYS, OR INTERRUPTION; LOSS OF TIME; OR DAMAGES TO OR LOSS OF GOODWILL OR REPUTATION). THIS SECTION 14(d) WILL APPLY REGARDLESS OF (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT SUCH PARTY WAS ADVISED OR KNEW OF THE POSSIBILITY OF THE DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
      • UNDER NO CIRCUMSTANCES WILL BRAVURA’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE SERVICES OR THE AGREEMENT (WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE) EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY BRAVURA UNDER THE AGREEMENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM OR CLAIMANT WILL NOT ENLARGE THIS LIMIT.
      • This Section will survive the termination of the Agreement.
    • Third-Party Services; No Liability for Third-Party Outages. The Customer acknowledges that the Services may incorporate, interoperate with, or depend upon third-party products, services, platforms, hosting providers, telecommunications carriers, utilities, or other third-party components (“Third-Party Services”). Bravura will have no responsibility or liability for any Third-Party Services, including with regard to any unavailability, delay, interruption, degradation, data loss, security incident, outage, failure, or other performance issue. Bravura does not control and is not responsible for the acts or omissions of any third party, and any warranties or other commitments of Bravura will not apply to the extent performance issues are caused by Third-Party Services.
    • Flow-Down of Third-Party Terms. To the extent the Services include or provide access to Third-Party Services, the Customer’s use of such Third-Party Services will be subject to the applicable third-party terms, conditions, license agreements, acceptable use policies, and other requirements imposed by such third parties (collectively, “Third-Party Terms”). The Customer agrees to comply with all applicable Third-Party Terms, which are hereby incorporated by reference. Any applicable third-party limitations of liability, warranty disclaimers, and other restrictions will flow through and apply to the Customer to the maximum extent permitted by law.
  15. Infringement Claims. In the event that any third party (not including an affiliate of the Customer) makes any claim (including the commencement of any legal action) against the Customer, Bravura or any Event Participant alleging that any of Bravura’s proprietary software or other proprietary rights of Bravura utilized in providing the Services infringe or misappropriate the intellectual property or proprietary rights of that third party, then Bravura will have the right in its sole discretion (a) to take action which will secure the right of Bravura to continue to provide the Services, at no additional cost to the Customer, (b) to modify the Services in order to eliminate the basis for such an action or claim, at no cost to the Customer, provided that such Services, as so modified, will not materially interfere with the realization of the principal benefits intended to be provided by Bravura to the Customer under the Agreement, or (c) terminate the Term of the Agreement, without further liability of Bravura, and all deposits and pre-payments will be refunded to the Customer.
  16. Indemnification.
    • Customer Indemnification. The Customer will indemnify, defend, and hold harmless Bravura and Bravura’s managers, members, officers, directors, employees, agents, successors, and permitted assigns (collectively referred to here as the “Bravura Indemnified Parties”) from and against any and all losses, claims, liabilities, damages, actions, costs expenses, suits, proceedings, deficiencies, judgments, settlements, interest, awards, penalties, fines, and fees, in each case of whatever kind (including, without limitation, the costs of enforcing any right to indemnification hereunder, the costs of pursuing any insurance provider, reasonable attorneys’ fees (including attorneys’ fees for litigating the amount of attorneys’ fees), and all indirect, indirect, incidental, and consequential damages), in each case regardless of whether an action or proceeding has been filed or asserted against any Bravura Indemnified Party (all of the foregoing are collectively referred to here as the “Bravura Losses”), arising from, in connection with or respect to any of the following, except to the extent that any such Bravura Losses were caused by that Bravura Indemnified Party’s gross negligence, willful misconduct, or knowing violation of law, or by a material breach of the Agreement by Bravura: (i) any claim made by any Event Participant or other third party arising out of or relating to the Services; (ii) any claim relating to or arising out of any Customer advertising or the form or substance of any messages transmitted through the Services, either to or from any Event Participant; (iii) any willful misconduct or negligent acts or omissions of the Customer or any Customer Indemnified Party (as defined below); (iv) the Customer’s performance or non-performance of the Agreement; (v) any violation by the Customer or any Customer Indemnified Party or any applicable laws, rules, or regulations; (vi) any misrepresentation or breach of any representation, warranty, covenant, or agreement herein by the Customer; (vii) any claim related to the use of Customer Data; or (viii) any content distributed at an Event and all conduct of Event Participants at an Event. The amounts required to be paid by the Customer under this Section will not be reduced or set off as a result of the availability to any Bravura Indemnified Party of any insurance or other reimbursement from any source.
    • Bravura Indemnification. Bravura will indemnify, defend, and hold harmless the Customer and its managers, members, officers, directors, agents employees, successors, and permitted assigns (collectively referred to here as the “Customer Indemnified Parties”) from and against any and all losses, claims, liabilities, damages, actions, costs expenses, suits, proceedings, deficiencies, judgments, settlements, interest, awards, penalties, fines, and fees, in each case regardless of whether an action or proceeding has been filed or asserted against any Customer Indemnified Party (all of the foregoing are collectively referred to here as the “Customer Losses”), arising from, in connection with or respect to any of the following, except to the extent that any such Customer Losses were caused by that Customer Indemnified Party’s negligence, willful misconduct, or knowing violation of law, or by a material breach of the Agreement by the Customer: (i) any willful misconduct or grossly negligent acts or omissions of Bravura, (ii) Bravura’s performance or non-performance of a material term of the Agreement, (iii) any material violation by Bravura of any material applicable laws, rules or regulations, or (iv) any material misrepresentation or material breach of any material representation, warranty, covenant, or agreement herein by Bravura. Notwithstanding the foregoing, Bravura will not have any obligations under this Section 16(b) for any Customer Losses that arise from or relate to any (1) alteration, modification, use, or access of the Services by or on behalf of the Customer or any other person or entity that is done without Bravura’s written authorization or in combination with hardware, software, a network, or other materials or services not authorized or approved in writing by Bravura; (2) use of, incorporation of, compliance with, or use in combination with any materials not provided by Bravura; (3) breach of the Agreement; or (4) willful misconduct or grossly negligent acts or omissions of the Customer, the Customer Indemnified Party, any Event Participant, or any person or entity to whom the Customer grants access to or use of the Services.
  17. Force Majeure. No failure or omission by either Bravura or the Customer in the performance of any non-monetary obligation of the Agreement will be deemed a breach of the Agreement, nor will it create any liability, provided the affected party uses reasonable efforts to resume performance hereunder and the party is capable through the exercise of such efforts in resuming performance, if the same will arise from any cause or causes beyond the control of the affected party, including but not limited to any of the following, which for purposes of the Agreement, will be regarded as beyond the control of the party in question: act of God; acts or omissions of any government; any rules, regulation, or orders issued by any governmental authority or by any officer, department, agency or instrumentality hereof; fire; storm; flood; earthquake; pandemics; accident; war; rebellion; insurrection; terrorist attack; riot; invasion; any suspension, interruption, failure or error in the operation or use of the Internet or any components of the Internet; strikes; epidemics and pandemics; and lockouts.
  18. Arbitration. All claims and disputes arising out of or relating to the Agreement or the transactions contemplated by the Agreement will be resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association which are then in effect. One arbitrator will conduct the arbitration in the English language in Sarasota, Florida. The arbitrator must be knowledgeable or experienced in matters involving mobile phone communications. The costs of arbitration will be borne as assessed by the arbitrator(s), except that each party will pay the fees and expenses of its own legal counsel. Judgment on the award(s) rendered by the arbitrators may be entered in any court having applicable jurisdiction, and execution of that award may be had in any court of competent jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. Notwithstanding anything to the contrary contained in this Section, the terms and provisions of this Section will not preclude any party from seeking, or a court of competent jurisdiction from granting, a temporary restraining order, temporary injunction or other equitable relief for any breach of any confidentiality covenant in the Agreement or any misuse or misappropriation of any proprietary property of either party.
  19. Miscellaneous.
    • Assignment. The Customer may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under the Agreement (in each case, whether in whole or part and whether voluntary, involuntary, by operation of law, or otherwise) without the express written consent of Bravura. No assignment, delegation, or other transfer will relieve a party of any of its obligations or performance under the Agreement. Any attempted assignment without such consent will be null and void. Notwithstanding the foregoing, the Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of the parties.
    • Amendments and Waivers. The Agreement may not be changed or terminated orally. Any amendment or waiver of any provision of the Agreement must be in a writing that is specifically described as an amendment or wavier to the Agreement and is signed by both Bravura and the Customer, and then any such amendment or waiver will be effective only in the specific instance and for the purpose for which given. Any failure or any delay on the part of either Bravura or the Customer in exercising any right, power or privilege under the Agreement will not operate as a waiver, and any single or partial exercise of any such right, power or privilege will not preclude any other or further exercise or the exercise of any other right, power or privilege.
    • Entire Agreement. The Agreement sets forth the entire agreement between Bravura and the Customer relating to the subject matter of the Agreement and supersedes and replaces all other agreements, understandings, negotiations, and communications between Bravura and the Customer with respect to the subject matter of the Agreement (whether written, oral, electronic, or otherwise; whether consistent or inconsistent with the Agreement; and whether prior or contemporaneous with the Agreement). The Customer acknowledges and agrees that it is not relying upon any representations or statements made by Bravura or its employees, agents, or representatives regarding the Agreement except to the extent such representations are expressly set forth in the Agreement. The Customer acknowledges and agrees that it has been advised to obtain independent legal advice regarding the Agreement and its rights and obligations set forth herein. The rights and remedies of the parties hereunder will be cumulative and not exclusive of any rights or remedies provided by law or equity.
    • No Third Party Reliance.The Agreement will be binding on and inure to the benefit of Bravura and the Customer and their respective permitted successors and assignees. Except for the Bravura Indemnified Parties and the Customer Indemnified Parties, no other person will have any legal or equitable right, remedy or claim under or in respect of the Agreement.
    • Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Nothing in the Agreement, and no course of dealing between the parties, will be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Each of the parties is an independent contractor and neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party will be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
    • Equitable Relief. The Customer acknowledges and agrees that its breach or threatened breach of any of its obligations under the Agreement would give rise to irreparable harm for which monetary damages would not be an adequate remedy and hereby agrees that, in the event of such a breach or a threatened breach, Bravura will (in addition to any and all other rights and remedies that may be available to it at law, in equity, or otherwise) be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or other security and without any requirement to prove actual damages or that monetary damages do not afford an adequate remedy). The Customer agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief.
    • Governing Law. The Agreement and the rights and obligations of Bravura and the Customer under the Agreement will be governed by and construed in accordance with the substantive law, without regard to the choice of law provisions, of the State of Florida.
    • Severability. If any provision or portion of the Agreement will be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the parties hereto will negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Counterparts. The Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature will be deemed as effective as an original executed signature page. Each of the parties hereto agrees that the Agreement may be executed by use of electronic signatures and that such electronic signatures will have the same validity, enforceability, and admissibility as handwritten signatures.