END USER LICENSE AGREEMENT
Revised: January 1, 2018
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ONEEVENT TECHNOLOGIES, INC. (“ONEEVENT”). PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA“) CAREFULLY BEFORE USING THE APPLICATIONS AND CLICK-ACCEPTING “I AGREE” TO REGISTER TO USE THE APPLICATIONS. THESE TERMS HAVE LEGAL CONSEQUENCES AND WILL AFFECT YOUR LEGAL RIGHTS. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU ARE WAIVING YOUR RIGHT TO SUE IN COURT, YOUR RIGHT TO A TRIAL BY JURY, AND YOUR RIGHT TO BRING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AGAINST ONEEVENT.
ONEEVENT PROVIDES THE APPLICATIONS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA. BY USING THE APPLICATIONS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL AND/OR USE THE APPLICATIONS. YOU SHOULD PRINT A COPY OF THIS EULA FOR YOUR RECORDS.
YOU HAVE THE ABILITY TO NEGOTIATE THIS EULA. IF YOU HAVE ANY QUESTIONS OR WOULD LIKE TO NEGOTIATE THIS EULA PRIOR TO CLICKING “I AGREE,” PLEASE CONTACT ONEEVENT AT 1-855-528-8324.
THE APPLICATION IS PROVIDED TO YOU IN CONNECTION WITH A DEVICE FROM ONEEVENT. YOU MAY USE THE APPLICATION ONLY ON THE DEVICE AND ONLY SUBJECT TO THE TERMS AND CONDITIONS HEREIN. OneEvent will have no liability for errors, unreliable operation, or other issues resulting from use of the Application on or in connection with devices that are not in conformance with the manufacturer’s original specifications (collectively, “Modified Devices”). Use of the Application on Modified Devices will be at Your sole and exclusive risk and liability.
- Acceptance of EULA. For the purposes of this EULA, the terms “we”, “us”, “our” and “OneEvent” refer to OneEvent Technologies, Inc., a Wisconsin corporation, its successors, partners, affiliates, subsidiaries and assigns. Any application or software, including but not limited to applications or software on smoke detectors, gateways, motion sensors, door sensors, and window sensors, developed and/or distributed by OneEvent or authorized dealer of OneEvent, shall be referenced as the “Application”. The terms ‘You’, ‘User’ and ‘End-User’ refer to You as a user of an Application. This EULA may be amended at any time from time to time by us without specific notice to You. You are bound by any amendments and should therefore periodically visit the EULA to determinate the current EULA to which You are bound.
- Intellectual Property. The Application is licensed and copyrighted (not sold). Except for the limited license granted by this EULA, OneEvent and its licensors retain all right, title and interest in the Application and all proprietary rights in the Application, including copyrights, patents, trademarks and trade secret rights, excluding any third-party software contained therein. You do not acquire ownership rights to any content, document or other materials viewed through the Applications. The posting of information or materials on the Application by OneEvent does not constitute a waiver of any rights in such information and materials.
- Grant of License. Subject to your strict compliance with the terms and conditions of this EULA, OneEvent hereby grants to you a worldwide, revocable, limited, non-transferable (except as expressly permitted herein), non-sublicensable, non-exclusive license to use and run, for your personal, non-commercial use only, one (1) copy of the Applications directly on each piece of hardware that You own or control that meets specified system requirements as indicated by OneEvent and installed by an authorized dealer of OneEvent (“Device”) during the term of the EULA.
- Limitations on License. The license granted to You in this EULA is restricted as follows:
- Limitations on Copying and Distribution. You may not copy or distribute the Application except to the extent that copying is necessary to use the Application for purposes set forth herein.
- Limitations on Reverse Engineering and Modification. You may not reverse engineer, dissemble, decompile, modify or create derivative works of the Application.
- Sublicense, Rental and Third-Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including in connection with the internet or any web hosting, virtual private network, wide area network, service bureau, cloud or other technology or service. You may only assign or transfer Your rights under this EULA on a permanent basis provided You transfer this EULA, together with the accompanying Application and documentation, and all other relevant materials, and the recipient party agrees to the terms of this
- Proprietary Notices. You may not remove, delete, alter or obscure any product identification or proprietary notices (e.g., copyright and trademark notices) from the Application or its documentation.
- Use in Accordance with Documentation. All use of the Application must be in accordance with its then current documentation, if any, provided with the Application or made available on OneEvent’s website.
- Compliance with Applicable Law. You are solely responsible for ensuring Your use of the Application is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations. You agree to acquire a current alarm permit as required by law.
- Digital Materials. Except as may be provided herein, You may not use, extract or distribute, commercially or otherwise, on a standalone basis, any data or other information collected as part of OneEvent’s products/services or similar assets (“Digital Materials”) contained within, or provided as a part of, the Applications, or otherwise use the Digital Materials outside the context of its intended use as part of the Applications. Modification of the materials or use of the materials for any other purpose is a violation of OneEvent’s copyright and other proprietary rights. All rights, title and interest in and to the Digital Materials, including but not limited to any learnings from the Digital Materials, on the Applications (including, but not limited to, all copyrights and all derivative works in such Digital Materials) are owned or controlled by and shall remain at all times vested in OneEvent.
- Third Party Devices. You acknowledge that certain third parties require your consent for OneEvent to access certain data on third party devices, which may be required by the Applications, and grant OneEvent limited power of attorney to access, collect, and communicate data with such third parties on your behalf.
- Harmful Code. You shall not transmit to Applications or upload to the Applications any Harmful Code or use or misappropriate the data on the Applications for Your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event; (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.
- Responsibility for Use of Software. You are responsible and liable for all uses of the Application and documentation through access thereto provided by OneEvent, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Application and documentation by its authorized users or by any other person to whom You may provide access to or use of the Application, whether such access or use is permitted by or in violation of this EULA.
- System Requirements. Applications are supported only on Devices that meets specified system requirements and that have appropriate electrical, telephone, cellular and/or Internet connectivity.
- Application Support and Modification. All questions and requests relating to Application Support must be directed to OneEvent. We reserve the right, in our sole discretion, and You agree that we may access each Device containing our Applications that You own or control, to revise and change any functionality and other features or content of the Applications at any time without notice. Support Services will include the provision of updates, bug fixes, patches and other error corrections (collectively, “Updates”) as OneEvent makes generally available free of charge to all licensees of the Applications. OneEvent may develop and provide Updates in its sole discretion, and You agree that OneEvent has no obligation to develop any Updates at all or for particular issues. You further agree that all Updates will be deemed Applications, and related documentation will be deemed documentation, all subject to all terms and conditions of this EULA. You acknowledge that OneEvent may provide some or all Updates via download from a website designated by OneEvent and that Your receipt thereof will require an internet connection, which connection is Your sole responsibility. Support Services do not include any new version or new release of the Application that OneEvent may issue as a separate or new product (“Upgrades”), and OneEvent may determine whether any issuance qualifies as an Upgrade or Update in its sole discretion. OneEvent has no obligation to provide Support Services, including Updates (i) for any but the most current version or release of the Application, or (ii) for any copy of the Application for which all previously issued Updates have not been installed, or (iii) for any Application that has been modified other than by or with the authorization of OneEvent, or that is being used with any hardware, software, or configuration not specified in the documentation or expressly authorized by OneEvent in writing.
- Upgrades. OneEvent, at its discretion, may make available future Upgrades to the Applications. OneEvent may provide You any such Upgrades that it may release up to, but not including, the next major release of the Application, with or without charge. For example, if You originally purchased a license for version 1.0 of an Application, OneEvent may provide You for free any software Upgrade it might release to all customers (e.g. version 1.1 or 1.2). After the next major release of an Application, OneEvent may also at its discretion continue to provide minor Updates and enhancements to the Applications. Upgrades and Updates, if any, may not necessarily include all existing software features or new features that OneEvent releases and may, at OneEvent’s discretion, be provided with or without charge. The terms of this EULA will govern any software Upgrades provided by OneEvent that replace and/or supplement the original Applications, unless such Upgrade is accompanied by a separate license, in which case the terms of that license will govern. You agree by installing and using the upgraded version of the Application to voluntarily terminate all use of the previous version of the Application. For each Upgrade, You may be prompted to accept a new terms and conditions relating to Your use of the upgraded Application. You agree to allow OneEvent or its authorized dealer access, physically or via a gateway, to Devices containing the Applications to update, install, replace, or delete any Application. We will not make a change to any information or other content contained in Applications that will result in a loss of any material functionality licensed, provided, or made available to You, unless the feature is discontinued across all of our customers and you have been provided 30 days’ notice.
- Feedback. You may provide suggestions, comments or other feedback (collectively, “Feedback”) regarding OneEvent’s products and services, including the Device and Application. Feedback is voluntary. OneEvent may use Feedback for any purpose without obligation of any kind. To the extent a license is required under Your intellectual property rights to make use of the Feedback, You hereby grant to OneEvent an irrevocable, world-wide, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with OneEvent’s business, including the enhancement of the Application and the provision of products and services to its customers.
- Limited Warranty and Disclaimer
- Limited Warranty. OneEvent does not warrant that the use of the Applications will be uninterrupted or error free or that the functions of the Applications will meet Your needs or requirements. OneEvent warrants that for a period of sixty (60) days from delivery of the Applications to You by an authorized dealer of OneEvent, that the Applications will operate in substantial conformity with its then current generally available documentation. OneEvent’s sole and exclusive liability and Your exclusive remedy for breach of warranty shall be limited to either, at OneEvent’s option, to replace the Applications on the Device purchased by You or to refund Your money upon Your return of the Applications, including any Device containing the Applications. Any replacement Applications will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. OneEvent is not liable for performance delays or for nonperformance due to causes beyond its reasonable control. This Limited Warranty is void if failure of the Applications resulted from accident, abuse, or misapplication.
- OUR APPLICATIONS DO NOT CAUSE AND CANNOT ELIMINATE OCCURANCES OF THE EVENTS THEY ARE INTENDED TO DETECT OR AVERT. WE MAKE NO GUARANTY OR WARRANTY THAT THE APPLICATIONS WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM. ACCORDINGLY, WE DO NOT UNDERTAKE ANY RISK THAT YOU, YOUR PROPERTY, OR THE PERSON OR PROPERTY OF OTHERS MAY BE SUBJECT TO INJURY OR LOSS IF SUCH EVENT OCCURS. YOU SHALL LOOK EXCLUSIVELY TO YOUR INSURER AND NOT TO US TO PAY YOU IN THE EVENT OF ANY SUCH LOSS, DAMAGE, OR INJURY.
- DISCLAIMER. EXCEPT AS PROVIDED IN THIS SECTION, THE APPLICATION AND DOCUMENTATION ARE PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONEEVENT AND ITS DEALERS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE APPLICATIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUITE ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. ONEEVENT DOES NOT WARRANT THAT THE APPLICATIONS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ONEEVENT SHALL CREATE ANY ADDITIONAL ONEEVENT WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF ONEEVENT’S OBLIGATIONS HEREUNDER. ONEEVENT STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY LICENSES. SOME STATES OR JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, AND IN SUCH STATES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Limitation of Liability.
- OneEvent is not an insurer, and no insurance coverage is offered herein. You assume the risk of loss or damage to Your and third-party premises and property. OneEvent does not represent and warrant that the Applications and the Device containing the Applications will prevent any loss, damage, or injury to any individuals or property by reason of burglary, theft, hold-up, fire, or other cause. OneEvent does not monitor any information contained on the Applications for abnormal activities at the locations any Devices containing the Applications are installed. You are responsible for monitoring any information produced by the Applications and for taking appropriate actions, if any, in response to such information. OneEvent is not responsible for the Applications’ failure to communicate with the OneEvent’s website due to electrical, Internet, telephone, cellular, or other communication infrastructure malfunctions beyond OneEvent’s control. OneEvent is not responsible for any damage resulting from accidents, acts of God, lightening, strikes, riots, floods, terrorism, acts of War, alteration, misuse, tampering or abuse, adjustments, repairs or maintenance not done by OneEvent or its authorized dealer, or from parts, accessories, attachments, or other devices not furnished by OneEvent or its authorized dealer. Information contained in the Applications may contain technical inaccuracies or errors. Information may be changed or updated without notice.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ONEVENT OR ITS AFFILIATES, OR ANY OF ITS DEALERS AND LICENSORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), WHICH INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF SERVICES, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF ONEEVENT AND ITS AFFILIATES, DEALERS AND LICENSORS FOR ANY CAUSE OF ACTION UNDER OR IN CONNECTION WITH THIS EULA SHALL BE LIMTED TO THE AMOUNT YOU PAID FOR THE APPLICATIONS IN THE PREVIOUS TWELVE (12) MONTH PERIOD, REGARDLESS OF THE THEORY OF RECOVERY, WHETHER BY CONTRACT, IN TORT OR UNDER STATUTE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
- These limitations apply to any claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. They also apply even if OneEvent knew or should have known about the possibility of the damages. They do not, however, limit OneEvent’s liability to You in the event of death or personal injury resulting from OneEvent’s gross negligence, willful misconduct, or fraud.
- THE PROVISIONS OF THIS SECTION 9 (LIMITATION OF LIABILITY) SHALL APPLY NO MATTER HOW THE LOSS, DAMAGE OR INJURY OR OTHER CONSEQUENCE OCCURS, EVEN IF DUE TO OUR PERFORMANCE OR NONPERFORMANCE OF OUR OBLIGATIONS UNDER THIS AGREEMENT OR FROM NEGLIGENCE, ACTIVE OR OTHERWISE, STRICT LIABILITY, VIOLATION OF ANY APPLICABLE CONSUMER PROTECTION LAW OR ANY OTHER ALLEGED FAULT ON THE PART OF US, OUR AGENTS OR EMPLOYEES. IF ANY OTHER PERSON, INCLUDING YOUR SUBROGATING INSURER, MAKES ANY CLAIM OR FILES ANY LAWSUIT AGAINST US IN ANY WAY RELATING TO THE APPLICATIONS THAT ARE THE SUBJECTS OF THIS AGREEMENT, THEN YOU SHALL INDEMNIFY AND HOLD US HARMLESS FROM ANY AND ALL SUCH CLAIMS AND LAWSUITS INCLUDING THE PAYMENT OF ALL DAMAGES, EXPENSES, COSTS AND ATTORNEYS’ FEES.
- IF THIS AGREEMENT PROVIDES FOR A DIRECT CONNECTION TO A MUNICIPAL POLICE OR FIRE DEPARTMENT OR OTHER ORGANIZATION, THEN THAT DEPARTMENT OR OTHER ORGANIZATION MAY ALSO INVOKE THE PROVISIONS OF THIS SECTION 9 (LIMITATION OF LIABILITY) AGAINST ANY CLAIMS DUE TO ANY FAILURE OF SUCH DEPARTMENT OR ORGANIZATION.
- Export Control and Trade Compliance. The Application and documentation are subject to S. export control laws, including without limitation, the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. In connection with this EULA, both OneEvent and You will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. You shall not, directly or indirectly, export, re-export or release the Application or documentation to, or make the Application or documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application or documentation available outside the United States. You represent and warrant that You are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
- Termination. This EULA is effective until terminated. Your rights under this EULA will terminate automatically or otherwise cease to be effective without notice from OneEvent if You fail to comply with any terms of this EULA. Upon the termination of this EULA, You shall cease all use of the Applications and destroy all copies, full or partial, of the Applications. In the event of a claim of intellectual property infringement by any third party relating to the Application, OneEvent may immediately terminate this EULA. In addition, OneEvent may choose to discontinue support of the Application at any time, without notice. In such case, the Application may cease to function and Your Data may become inaccessible. You are solely responsible for backing up any data stored in the Application. Sections 2, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 of this EULA shall survive any such termination.
- Government End Users. The Applications were developed solely at private expense and contains proprietary code and data belonging to us and our licensors. Any Application other than documentation provided to United States Government agencies is provided with “Restricted Rights,” and any documentation provided to United States Government agencies is provided with “Limited Rights,” both as defined in FAR 52.227-14. Any use, duplication or disclosure of the Applications other than the documentation is subject to restrictions set forth in the Commercial Computer Software – Restricted Rights clause of FAR 52.227-19. For U.S. Department of Defense agencies, the Application is subject to restrictions for commercial computer software, commercial computer software documentation and technical data pursuant DFARS 252.227-7015 an DFARS 227.7202.
- Indemnification. You agreed to defend, indemnify and hold harmless OneEvent and its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs) arising out of or related to Your use of the Applications and breach of this EULA. Notwithstanding the foregoing, OneEvent reserves the right to assume at Your expense the exclusive defense and control of any matter subject to indemnification by You, in which event You will fully cooperate with OneEvent in asserting any available defenses.
- Dispute Resolution – Agreement to Arbitrate and Waiver of Class Rights. This EULA shall be governed by, construed and enforced in accordance with the laws of the State of Wisconsin, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. You and OneEvent agree that any legal dispute, controversy or claim arising under, out of or relating to this EULA and any subsequent amendments of this EULA (including, but not limited to the Application, use of the Application, or the formation, validity, binding effect, interpretation, performance, breach or termination of the EULA, or the arbitrability of any disputes or claims) as well as non-contractual claims, that cannot be resolved informally shall be submitted to binding arbitration in Madison, Wisconsin. The arbitration shall be conducted by the JAMS Arbitration in accordance with the JAMS Comprehensive Arbitration Rules and Procedures or as otherwise mutually agreed by You and OneEvent. The language to be used in the arbitral proceedings shall be English. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief as necessary, without breach of this Section and without abridgment of the powers of the arbitrator. The arbitrator may award any form of individual or equitable relief, including injunctive relief. Any award will be final and conclusive to the parties and any judgement on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Claims shall be brought within the time required by applicable law. You and OneEvent agree that any claim, action or proceeding arising out of or relating to the EULA must be brought in your individual capacities, and not as plaintiffs or class members in any class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, collective, or representative proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND ONEEVENT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You may opt-out of this Section 15 (Dispute Resolution) and renegotiate alternative dispute resolution terms by providing written notice of your decision to OneEvent within thirty (30) days of the date that you download the Application.
- Miscellaneous. This EULA constitutes the entire agreement between You and OneEvent regarding access to and use of the Applications and governs Your use of the Applications, superseding and entirely replacing prior agreements (if any) between You and OneEvent or any contemporaneous oral or written communications with respect to the subject matter of this EULA. You also may be subject to additional terms and conditions that may apply when You use affiliate services, third-party content, or third-party software. This EULA may not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties. If any part of this EULA is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Failure by OneEvent to enforce any right or provisions in this EULA will not constitute a waiver of such provision, or any other provision of this EULA. OneEvent will not be responsible for failures to fulfill any obligations due to causes beyond its control. In the event it should be determined that any provision of this EULA is uncertain or ambiguous, the language in all parts of this EULA shall be in all cases construed as a whole according to its fair meaning and not strictly construed for nor against either party. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given on the date sent by e-mail or facsimile (with confirmation of transmission) or on the third day after the date mailed, by certified or registered mail, postage prepaid. This EULA may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and Your acceptance will be deemed binding between You and OneEvent. Neither OneEvent nor You will contest the validity or enforceability of this Agreement, including under any applicable statute of frauds, because it was accepted or signed in electronic form.