End User License Agreement

1.1 License Grant

Subject to the terms and conditions of this Agreement and payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your internal business purposes during the term of your subscription.

1.2 Scope of License

This license permits you to:

• (a) Access and use the Software through our web-based platform and approved applications;
• (b) Allow your authorized employees, contractors, and agents to access and use the Software under your account;
• (c) Use the Software's features to manage your event production, equipment rental, and related business operations;
• (d) Access and use the Application Programming Interface (API) in accordance with our API documentation and usage limits.

1.3 License Restrictions

You may NOT:

• (a) Copy, modify, adapt, translate, or create derivative works based on the Software;
• (b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software;
• (c) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;
• (d) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
• (e) Use the Software to develop a competing product or service;
• (f) Use the Software for any unlawful purpose or in violation of any applicable laws or regulations;
• (g) Circumvent, disable, or otherwise interfere with security-related features of the Software;
• (h) Use automated scripts, bots, or other means to access the Software except through the official API;
• (i) Introduce viruses, malware, or other malicious code into the Software;
• (j) Use the Software in a manner that could damage, disable, overburden, or impair our servers or networks.

2.1 Ownership

The Software is licensed, not sold. The Company and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not grant you any rights to trademarks, service marks, or logos of the Company.

2.2 Copyright

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized copying, distribution, modification, public display, or public performance of the Software is strictly prohibited.

2.3 Third-Party Components

The Software may include third-party open source software components, each of which has its own license. A list of such components and their licenses is available upon request and in our documentation.

2.4 Your Content

You retain all ownership rights to the data, content, and information you submit to the Software ("Your Content"). You grant us a limited license to use Your Content solely to provide and improve the Software. We will not use Your Content for any other purpose without your consent.

3.1 AI Assistant

The Software includes AI-powered features ("AI Assistant") that use artificial intelligence to provide automated assistance, generate content, and perform tasks. These features are powered by third-party AI services (Anthropic).

3.2 AI Limitations

You acknowledge and agree that:

• (a) AI-generated outputs may contain errors, inaccuracies, or inappropriate content;
• (b) You are solely responsible for reviewing, verifying, and approving all AI-generated content before use;
• (c) AI features are provided "as is" without any warranty of accuracy, completeness, or fitness for any particular purpose;
• (d) You should not rely solely on AI outputs for critical business, legal, financial, or safety decisions;
• (e) We are not liable for any damages arising from your use of or reliance on AI-generated content.

3.3 AI Data Usage

When you use AI features, your queries and relevant context may be processed by our AI service providers. We do not use your data to train AI models. AI interactions may be logged for quality assurance, troubleshooting, and service improvement purposes.

4.1 Account Responsibility

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security.

4.2 Account Security

You agree to:

• (a) Use strong, unique passwords for your account;
• (b) Enable multi-factor authentication when available;
• (c) Not share your account credentials with unauthorized individuals;
• (d) Promptly revoke access for any user who no longer requires it.

5.1 Software Updates

The Company may, from time to time, provide updates, upgrades, patches, bug fixes, or other modifications to the Software ("Updates"). Such Updates may be automatically installed without additional notice or consent. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Software.

5.2 Modifications to Software

The Company reserves the right to modify, suspend, or discontinue any aspect of the Software at any time, with or without notice. We will use reasonable efforts to provide advance notice of material changes that adversely affect functionality.

5.3 Support Services

The Company may provide technical support services related to the Software ("Support Services") in accordance with our standard support policies. Any supplemental software code or materials provided as part of Support Services shall be considered part of the Software and subject to this Agreement.

6.1 Term

This Agreement is effective until terminated. Your license to use the Software continues for the duration of your valid subscription.

6.2 Termination by You

You may terminate this Agreement at any time by canceling your subscription and ceasing all use of the Software. Cancellation will be effective at the end of your current billing period.

6.3 Termination by Company

The Company may terminate this Agreement and your license immediately, without notice, if:

• (a) You breach any term of this Agreement;
• (b) You fail to pay applicable fees when due;
• (c) You violate our Acceptable Use Policy;
• (d) Required by law or legal process;
• (e) We discontinue the Software.

6.4 Effect of Termination

Upon termination of this Agreement:

• (a) All rights granted to you under this Agreement will immediately cease;
• (b) You must immediately stop using the Software;
• (c) You will have 30 days to export Your Content before it may be deleted;
• (d) Provisions that by their nature should survive termination will survive, including intellectual property rights, disclaimers, limitations of liability, and dispute resolution.

8.1 Exclusion of Damages

8.2 Liability Cap

8.3 Essential Purpose

THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

10.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good faith negotiations. If negotiations fail, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

10.3 Class Action Waiver

11.1 Entire Agreement

This Agreement, together with our Terms of Service, Privacy Policy, and Acceptable Use Policy, constitutes the entire agreement between you and the Company regarding the Software and supersedes all prior agreements and understandings.

11.2 Amendments

The Company reserves the right to modify this Agreement at any time. We will provide notice of material changes by posting the updated Agreement on our website or through the Software. Your continued use of the Software after such changes constitutes acceptance of the modified Agreement.

11.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

11.4 Waiver

No failure or delay by the Company in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the Company.

11.5 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement without restriction.

11.6 Notices

All notices under this Agreement shall be in writing. Notices to you may be sent to the email address associated with your account. Notices to us should be sent to legal@ovationpms.com.

11.7 Export Compliance

You agree to comply with all applicable export control laws and regulations. You represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country.

11.8 U.S. Government End Users

If you are a U.S. Government end user, the Software is a "Commercial Item" as defined in 48 C.F.R. §2.101, and is licensed in accordance with the terms of this Agreement.