07/24/2019 Agreement �,IF/0 c BOARD OF COUNTY COMMISSIONERS
County of Monroe : . f
��' �1: Mayor Sylvia:J:Murphy,District 5
„ Mayor Pro Tem Danny L. Kolhage,District 1
The Florida Keys tic c Michelle Coldiron,District 2
Heather Carruthers,District 3
rY3 David Rice,District 4
Monroe County .
Board of County.Commissioners
Office of the County Administrator
The Historic Gato Cigar Factory.
1100 Simonton Street,Suite 205
Key West,FL 33040
(305)292-4441 —Phone
(305)292-4544-Fax
MEMORANDUM
TO: Pam Hancock, Deputy Clerk
FROM: Lindsey Ballard, Aide to County Administrator 09
DATE: August 2, 2019
SUBJECT: Small Contracts
Small contracts for your records only.
Enclosures:
Erin L. Deady, P.A.— 1 copy enclosed
Perez Engineering- 1.copy enclosed
Baker's Cay Resort— 1 copy enclosed
Bizzabo, Inc.— 1 copy enclosed;
ATTACHMENT D.6
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00
Contract with: Bizzabo,The Contract#
Effective Date: 7/24/'019
Expiration Date: 7/25/2020
Contract Purpose/Description:
Event managemeniplatforrnproNdding webs te,mobile app,pollingandother related
services for the 1 It Annual SoutheastFlorida Regional Climate Change Leadership
Summithosted by Monroe Count►atthe Casa Marina in Ke West from December 3.5,_TM_
2019. . _.
Contract is Original Agreement
Contract Manager: Angela Steiner 8753 Sustainability/#p26
(Name) (Ext.) (Department/Stop#)
CONTRACT COSTS
Total Dollar Value of Contract: $ 14;450.00 Current Year Portion: $ N/A
(must be less than 550,000) (If multiyear agreement then
requires BOCC approval,unless the
total cumulalrvc amount is less than
S50,000 00)
Budgeted? Yes® No ❑ Account Codes: 0604 30490
Grant: $ N/A 05046" - - -
County Match: $ N/A - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g, maintenance,utilities,janitorial,salaries,etc,)
CONTRACT REVIEW
Changes Date Out
D�lte In Need Revi r Department Head o Yes NoE ipiliq
Risk Management 1-a3-1( Yes❑ NoW ( -B3_6
::::: Z
/ g Yes❑Non Jz (C?
1
Comments:
BIZZABO
Bizzabo Service Order Form
Prepared by: Prepared for:
Andrew Teichman County Administrator,Monroe County
Bizzabo Inc.
31 W 27th Street,10th Floor Murray Nelson Government Center
New York,New York 10001 102050 Overseas Highway,Suite 228
United States Key Largo,Florida 33037
United States
t bo Inc.131 W 27th,10th Floor,New York,NY,100011+1-646.517.11311 www.bivabo.com
F�q.
Document Ref:ZGG9A-NWVQX-GUYKH-3S5TQ
Services:
Quantity List Price Discount Effective Price
Recurring Products
Bizzabo Pro Package 1 $15,000 7 $13,950
Included Registrations :000 $0 p";: $0
$13,950
One Time Payments
One year contract surcharge ! $2,550 100' $0
WAIVED
Custom Professional Services ! $1,000 so:. $500
$500
Discount -$4,100
Total $14,450
The total cost of the deal throughout the entire period of 12 Months is$14450
Bizuabo's Pro Package includes:
• Website Builder-ability to create a wcbsite from scratch OR embed widgets onto an existing website
• Ticketing and registration management
• 1,000 registrations (500 extra to ensure you do not need to spend additional money,including speakers or exhibitors tickets)
• Agenda Builder-create a dynamic agenda that can be edited in real time,even at the summit itself)
• Real-time reports-multiple reports providing all the necessary analytics to run an incredible event at no extra cost
• Email campaigns-ability to customize entails to fit your brand whir h i an also be white labeled at no additional cost
• Contacts management
• Unlimited payment gateway integration
• Event marketing suite-several marketing tools to effectively market the summit to your liking
• Zapier and Slack integration
• SSL Certificates
• Basic onsite check-in and registration
• Events mobile app for each event-no additional charge for the mobile app AND you do not have to build it separately
• Polls/Surveys-ability to send polls/surveys before,during and after the summit--including live polling
• White label domain site-included for no additional cost
• Session registration management•included for no additional cost
• Dedicated customer success manager-in addition to 24/7 support,you get an event expert training and guiding you
throughout the process(no additional cost-you never have to pay for additional hours of support)
• Branding package(no additional cost)
• White label email domain
• Ability to upload custom font
• Ability to upload custom hex color cod,
• SEO optimization tool
• Ability to remove Bizzabo branding
• Access to custom CSS&Javascript
• Unlimited events-ability to use Bizzabo for other events throughout the year;happy hours,trainings,etc
• Unlimited user accounts-no additional charge to add users to your Bizzabo account
Document Ref.ZGG9A-NWVQX-GUYKH-3S5TQ Plige 2435
Optional add-on pricing:
Item Description ra.y List Pr ice
El Ultra Branded Event App 1 $12,000
include,5 event,
El Additional Event for Ultra Branded Event App 1 $1,000
Priced per e.tent
Additional Registrations 500 $2,500
Bulks of 500 registrations
El Advanced Onsite Check In Software 1 $2,000
Includes 1;000 check ins
Additional Check-Ins 500 $500
Bulks of 500Ad.tionat t erk ins
Professional Services 1
contact yourCust3M2,Su,ccessManager fors-rvrce -ernJ
Document Ref ZGG9A-NWVQX-GUYKH-3S5TQ Page 3 of 35
Terms and conditions
Subscription Start Date 7/16/2019 Billing Term Annual
Tenn(Months). 12 Payment Terms Net 30
Subscription End Date- 7/15/2020
Subscription plan is 12 Months-long('Subscription Term')
Customer wilt have the right to use Platform for the duration of the subscription term only Furthermore,any unused events and/or
registrations will not be roiled over to the next subscription term
Bizzabo's fees are exclusive of all sales,use,amusement,value added,consumption,excise and other taxes,duties,levies and
charges which may apply to your use of the Service and to sales you make using the Service
The subscription will renew automatically,unless you request otherwise in writing at least 30 days in advance and no earlier than
90 days before end of plan.
Special Terms:Any of the lour counties responsible for putting on the Annual Climate Summit may have access to this Bizzabo
account to maintain continuity and provide an easier way to share event data.
Ay signing.customer agrees to Bizzabo's Organizer MSA and DPA attached below and t,,the Privacy Policy that can be found at
taps://www,bfzz ccmlorlvaci
Billing Details
Billing Contact Rhonda Haag By initialing here,I agree that the billing details are current
and accurate:
Billing Contact Email:haag-rhonda ,monroecounty tl gov
Billing Address
Murray Nelson Government Center 102050 Overseas
Highway Suite 228 Key largo Florida 33037
Signatures
County Administrator,Monroe
County Bizzabo,Inc.
Signature Signature:
(6.4., .,.
Name: Name: Ste I Gjol�1E�
Title: Title: )V'J l _ (tw,i..it 11 witiAis feEi V'
0flOE • ► 11 EY Date. 4
• a = •r �•. � Date: �-4�� �—�t�
hit,
p' d oho(Pora/
Date z S
Oded Porath
VP Operations
07/24/2019
Document Ref:ZGG9A-NWVQX-GUYKH-3S5TQ Page 4 of 35
PROFESSIONAL,SERVICES ADDENDUM
With effect as of its execution by Bizzabo and Monroe County("County"),this Professional Services Addendum
("PSA"), adopts and incorporates by reference the terms and conditions of the Master Service Agreement For
Event Organizers,and other written or electronic agreement between Bizzabo and County for the purchase of
the services from Bizzabo, including any order form, issued thereunder (identified either as "Service" or
otherwise in the applicable agreement,and hereinafter defined as"Service")(the"Agreement").
This PSA reflects the parties'agreement with regard to certain professional services County wishes to purchase
from Bizzabo,and serves as an integral part of the Agreement,however,the terms of this PSA will prevail over
any conflicting terms in the Agreement.All capitalized terms not defined herein will have the meaning ascribed
to them in the Agreement.
1. Objectives.County hereby engages Bizzabo,and Bizzabo hereby accepts such engagement,to provide
professional services as further described in this PSA,subject to the terms and conditions of the Agreement.
2. Delivery.
(a) Bizzabo shall deliver or otherwise make available to County each Deliverable or to
complete each Task("Deliverable"and'Task"together,the"Product")on or prior to the
due date set forth in the Milestone Schedule, attached to this PSA as Schedule I (the
"Milestone Schedule").
(b) Bizzabo is not responsible or liable for any late delivery or delay or failure of
performance caused in whole or in part by County's delay in performing,or failure to
perform, any of County's obligations under this PSA or the Agreement.In the event of
any such delay or failure, we may, by written notice toCounty , extend all or any
subsequent due dates for Milestones set forth in the Milestone Schedule as we deem
necessary.The foregoing is in addition ta,and not in lieu of,all other remedies Bizzabo
may have for any such County failure or delay.
3. Testing and Acceptance.All acceptance testing of the Deliverables shall be conducted as follows:
(a) Following delivery of each Deliverable,County will have the amount of time specified in
Schedule I (the "Testing Period") to conduct the tests for such Deliverable (the
"Acceptance Tests") to evaluate whether such Deliverable materially conforms and
performs in accordance with the Specifications, attached hereto as Schedule II (the
"Specifications"). Bizzabo shall have the right to observe or participate in all or any part
of such Acceptance Tests.
(b) Promptly upon the completion of the Acceptance Tests,County shall notify Bizzabo in
writing of County's acceptance or,solely if the Acceptance Tests identify any material
failure of the Deliverable to conform and perform in accordance with the Specifications
(each, a "Nonconformity"), rejection of the Deliverable. County shall not unreasonably
withhold County's acceptance and shall include in any rejection notice a detailed
description of the Acceptance Tests conducted,the results thereof and each identified
Nonconformity. Each Deliverable will be deemed accepted by County upon the
expiration of the Testing Period therefore if County has not delivered a notice accepting
or rejecting the Deliverable prior to such expiration.
(c) Subject to the provisions set forth in Section 3(d)below,following receipt of a rejection
notice,Bizzabo shall use commercially reasonable efforts to remedy all Nonconformities
and re-deliver the Deliverable.Upon re-delivery,County shall have an additional Testing
Period to conduct Acceptance Tests to determine whether each Nonconformity has
been remedied.
(d) The parties shall repeat the process set forth in Section 3(b)and Section 3(c)until
County has accepted the Deliverable as set forth in Section 3(b),provided,however,if
Bizzabo fails more than twice to remedy a material Nonconformity: (i) County may
accept the Deliverable as nonconforming, in which case the fees will be reduced
equitably to reflect the value of the Deliverable as received relative to the value of the
Deliverable had it materially conformed and performed in accordance with the
Specifications;or(ii)if County does not accept the Deliverable as non-conforming,either
party may terminate this Agreement by written notice to the other party.
(e) This Section 3 sets forth Bizzabo's sole obligation and County's exclusive remedy for
any failure of any Deliverable to conform or perform in accordance with the
Specifications.
Work Product.
(a► All right, title and interest in and to (a) the Specifications, Products, the software
required to provide the Service (the "Software"), documentation, work product and
materials related thereto that Bizzabo is required to or otherwise does create or provide
to County in connection with the Service (the "Work Product"), and (b) all works,
inventions and other subject matter incorporating,based on or derived from any Work
Product, including all customizations, enhancements, improvements and other
modifications thereof (collectively, "Derivatives"), in each case (subclause (a) and
subclause (b)) by whomsoever made and including all Intellectual Property Rights
therein,are and will remain with Bizzabo.County has no right or license with respect to
any Work Product or Derivatives except as expressly granted to County under Section
4(b),and subject to Section 4(c)of this PSA.All other rights in and to the Work Product
and Derivatives are expressly reserved by Bizzabo.
(b) Subject to and conditioned upon County's payment of the Fees,the Service Fees,and
the Bizzabo Payment Processing Fee, if applicable, and compliance with and
performance in accordance with all other terms and conditions of this PSA and the
Agreement, Bizzabo hereby grants County,for the term of the Agreement,a personal,
revocable, non-exclusive, non-licensable, non-assignable, non-transferable right and
permission to use the Work Product solely for events County organizes and manages,
using the Service.
(c) County shall not,and shall not permit any other person to,access or use any Work
Product except as expressly permitted by this PSA and the Agreement For purposes of
clarity and without limiting the generality of the foregoing,County shall not
(I) copy,modify,or create derivative works or improvements of the
Work Product;
(ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or
otherwise make available the Work Product to any other person,including through or
in connection with any time-sharing, service bureau,software as a service,cloud or
other technology or service;
(iii) reverse engineer,disassemble,decompile,decode,or otherwise
attempt to derive or gain access to the source code of the Software or any
part thereof; .
(iv) remove,delete,alter,or obscure any trademarks or any
copyright,patent,or other intellectual property or proprietary rights notices
from any Work Product,including any copy thereof;
(v) use any Work Product in a manner or for any purpose that
infringes,misappropriates,or otherwise violates any law or Intellectual
•
Property Right;
(vi) use the Work Product for purposes of competitive analysis of the
Software,the development of a competing software product or service,or
any other purpose that is to Bizzabo's commercial disadvantage;
(vil) use any Work Product in,or in association with,the design,
construction,maintenance,or operation of any hazardous environments,
systems or applications;or
(viii) otherwise use the Work Product beyond the scope of the right
granted under Section 4(b).
S. This PSA will commence on the date of its execution and will continue until the Agreement,
to which It relates,expires or terminated.
6. Any alteration or modification of this PSA is not valid unless made in writing and executed by
duly authorized personnel of both parties
IN WITNESS WHEREOF,the parties hereto have executed this PSA:
Elizzabo Inc.: County Administrator,
Monroe County
Oded Porath
(:)1461
Signature: odes Porath
Signature:
Date: Date:
07/24/2019
232o(9
r: Y
ItED
-,lst
A8S1 MIiY ATTORN
Date__ _71220
Document Ref:ZGG9A-NWVQX-GUYKH-3S5TQ Page 7 of 35
SCHEDULE I
Professional Services-Milestone Schedule
Schedule I and II of this 5OW handles the deliverables of the features specified in such schedules only,It does
not include any future customizations.Customizations outside of this scope will require an additional SOW.
Deliverables Price Delivery Date Deliverables Acceptance
Date
Custom website build $1,000 discounted by 2 weeks post contract Delivery Date+2 weeks
50%=$500 signing
Maintenance&Customization
Once the work contained within this scope is completed and accepted by the client,any further maintenance
and/or customization to the website will be the client's sole responsibility.Bizzabo is built to enable even the
most non-technical audience to build and maintain stunning websites, and as a result of the customer
onboarding process, the client will have everything necessary to successfully maintain and customize the
website to their needs going forward,
SCHEDULE 11
Client Responsibilities
In order for Bizzabo to carry out the work outlined in Schedule III,the client will need to provide the listed design
assets below.Each bullet point contains the correlated section in Schedule ill,and the required design assets.
• Home Page.
o 1.A.1.a.1 -Images and/or video for header element background.
o J,A.1.a.2.b-Event logo.
o I.A.1.f.1-(3)images of Casa Marina.
• Welcome Page:
o I.A.2.a.1 -Image for custom element background.
o I.A.2.a.2-Image for custom element containing County Administrator Roman Gastesi.
o I.A.2.a.3-Image(s)for custom element containing Board of County Commissioners.
o I.A.2.a.4-Image(s)for custom element containing County sustainability information.
o I.A.2,a,5-Logo image(s)for custom element containing municipalities
• Sponsorship Page:
o IA.3.a.1 -Logo Image(s) and description(s)for"Conch"sponsor(s),
o I.A.3.a.2-Logo Image(s)and description(s)for"Platinum Parrotfish"sponsor(s).
o IA.3.a,3-Logo Image(s)and description(s)for"Gold Grouper"sponsor(s).
o I,A.3.a.4-Logo(s)and descriptions(s)for"Silver Sailfish"sponsor(s).
o I.A,3.a.5-Logo(s)and descriptions(s)for"Bronze Barracuda"sponsor(s).
• Registration page:
I.A.4.a-Image for custom element background.
I.A.4.b-Description of what is included in registration for custom element.
• Venue page:
I.A.6.a.1 -Images and/or video for custom element background.
I.A.6.c.1.a-Image for hotel details contained within the custom element.
1.A,6.c.1.b- Venue details for hotel details contained within the custom element.
• Events page:
o I.A,7.a.1.a-Image and short description for custom element"Municipal Workshop."
o I.A,7.a.2.a Image and short description for custom element"Poster Session"
o IA.7.a.3.a-Image and short description for custom element"Cocktail Reception"
o I.A,7.a.4.a-Image and short description for custom element"Luau:'
o I.A,7.a.5.a-Image and short description for custom element"Tour:'
SCHEDULE Ill
Professional Services-Specifications
I. Custom website build:
A. The Bizzabo team will build a website template that includes(7)website pages.The full and
complete scope of what is included on each page is outlined below.
1. Homepage
a) A header element at the top of the page that includes the following;
(1) A video background(or still images that rotate)
(2) Event specific information within the header;
(a) Event Name:Bridging the Gap
(b) Event Logo: 11th Annual Logo & Monroe County Logo &
Compact Logo
(c) Event Dates:December 3-5,2019
(d) Event Location:Casa Marina,Key West,Florida
b) A"Sponsor"element
(1) Only for certain sponsors(Conch sponsor&Platinum Parrotfish)
c) A countdown element;
(1) This countdown element will countdown to the event's start date.
d) An"about the event"element;
(1) This will include a link to www.greenkeys.info
e) A custom"agenda sneak preview"element;
f) A custom"venue"element;
(1) This element will contain 3 different images of Casa Marina that will
be displayed horizontally on web,and vertically on web view
g) A"Download the app"element; -
(1) This will be the out-of-the-box"Download the app"element offered
by Bizzabo
2. Welcome page
a) 5 total custom elements
(1) Custom element containing graphic and the word"Welcome"
(2) Custom element containing graphic and text including "welcome
note"from County Administrator Roman Gastesi
(3) Custom element containing Board of County Commissioners
(4) Custom element containing logos and links to County sustainability
webpage
(5) Custom element containing logos of municipalities:Key West
Document Ref:ZGG9A-NWVQX-GUYKH-3S5TQ
3. Sponsorship page
a) 5 tiers of sponsors;
(1) Conch - paragraph and link to website but much larger than for
platinum parrotfish and gold grouper
• (2) Platinum Parrotfish-paragraph and link to website
(3) Gold Grouper-paragraph&link to website
(4) Silver Sailfish-only logo
(5) Bronze Barracuda-only logo
b) "Download the app"element at the bottom of the page
c) Anchor links at the top of the page for"Become a Sponsor"and"Become an
Exhibitor"form elements at the bottom of the page
(1) "Become a sponsor' form element at bottom of page that includes
the client's contact information,and the following fields;
(a) First Name
(b) Last Name
(c) Email
(d) Company Name
(e) Comments
(f) (Optional)Climate Change or Resilience Activities
(2) "Become an exhibitor"form element at the bottom of the page,that
includes the client's contact information,and the following fields;
(a) First Name
(b) Last Name
(c) Email
(d) Company Name
(e) Comments
(f) (Optional)Climate Change or Resilience Activities
4. Registration page
a) A custom element with a graphic at the top of the page
b) A custom element with a description of what is included in registration
c) A registration widget
d) A"Download the app"element
5. 5oeakerpage
a) A "Keynote Speaker" section - containing a speaker element that displays
only chosen"keynote speaker(s)"
b) A "Featured Speakers"section-containing a speaker element that displays
only chosen"featured speaker(s)"
c) An "All Speakers" section -containing a speaker element that displays only
chosen"all speakers"
6. Venue oage
a) A custom element at the top of the page that includes the following;
(1) A video that will loop through several photos provided by the client
b) A countdown element;
(1) The countdown element will countdown to the launch of hotel
booking release
c) A custom element in the middle of the page that includes the following;
(1) Hotel venue details;
(a) Photo of hotel
(b) Venue details(address, phone number,hotel website,room
rates and resort fee)
(2) A map element,with the location of the event's venue in the map.
7. Events page
a) A custom element at the top of the page that links to custom elements on
the same page;
(1) A custom element for "Municipal Workshop" which includes the
following;
(a) A short text description
(2) A custom element for"Poster Session"which includes the following;
(a) A short text description
(b) A form element titled "Abstract Submission, that includes
the following fields;
(i) Full Name of Presenter
(ii) Organization
(iii) Student or Professional
(iv) Email
(v) Phone Number
(vi) Poster Title
(vii) Poster Subject
(a) Built environment
(b) Communication,outreach,and social
changes
(c) Working across issues,sectors,and
boundaries
(d) Adaptation to climate change.Actionable
science and barriers
(e) Florida climate:Climate variability and
change
(f) Hydrology and water resources
(g) Wildlife and terrestrial ecosystems
(h) Shorelines,oceans,'and marine
ecosystems
(i) Agriculture
(j) Human health
(k) Other
(viii) Poster Abstract-In 400 words or less,describe the
topic addressed by the poster and its value to
conference attendees.
(ix) Poster Authors-List all contributors to your poster
topic as they should appear in conference
materials,beginning with contact author.Start a
new line for each additional author.
(3) A custom element for "Cocktail Reception" which includes the
following;
(a) A picture provided by the client,and a short text description
Document Ref.ZGG9A-NWVQX-GUYKH-3S5TQ Page 11 of 35
(4) A custom element for"Luau"which includes the following;
(a) A picture provided by the client,and a short text description
(b) A form element titled "Contact us for sponsorship
opportunities,"that includes the following fields;
(i) First Name
(ii) Last Name
(iii) Email
(iv) Company Name
(v) Comments
(5) A custom element for'Tour"which includes the following;
(a) A short text description
• (b) A form element titled "Contact us for more information;'
that includes the following fields;
(i) First Name
(ii) Last Name -
(iii) Email
(iv) Company Name
(v) Comments
•
•
Document Ref:ZGG9A-NWVQX-GUYKH-3S5TQ Page 12 of 35
BIZZABO MASTER SERVICE AGREEMENT FOR EVENT ORGANIZERS
Welcome to Bizzabo. Bizzabo enables organizers of professional events to manage and promote their
events experience,including communications,analytics,ticketing,polling,reporting capabilities and such
other features as may be offered by Bizzabo, from time to time(the"Service").
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ORDERING OR USING THE SERVICE.
By subscribing to or using the Service County expressly acknowledges and agrees that County is entering
into a legal agreement with Bizzabo Inc.("Bizzabo","we","us"or"our"),and understands and agrees to
comply with and be legally bound by, the terms and conditions of this Service Agreement for Event
Organizers ("Agreement"). The order form for the Service, accepted and approved by Bizzabo (the
"Order Form")and the Data Processing Addendum ("DPA")are an integral part of this Agreement. In
the event of a conflict between the Order Form and this Agreement,the Order Form will supersede.County
hereby waives all applicable rights to require an original(non-electronic)signature or delivery or retention
of non-electronic records, to the extent not prohibited under applicable law. If County does not agree to
be bound by this Agreement,please do not order or use the Service.
I. Ability to Accept.
County represents and warrant that County is of legal age and legally competent to enter into
this Agreement in County's jurisdiction. If County is e entering into this Agreement on behalf of an entity,
County further represents that County is authorized to enter into this Agreement on behalf of such entity.
2. Permission to Use.
Subject to the terms and conditions of this Agreement, we hereby grant County a personal,
revocable,non-exclusive,non-licensable,non-assignable,non-transferable right and permission to use the
Service for events that County organizes or manages up to the quota specified in the applicable Order
Form.
3. Restrictions.
County agrees not to,directly or indirectly,and shall not permit any third party to:(i) license,
redistribute,sell, lease, lend or rent the Service;(ii)disassemble,reverse engineer,decompile or decrypt
or attempt to derive the source code,object code or underlying structure,ideas,know-how or algorithms
relevant to the Service or any documentation or data related to the Service;(iii)copy,modify,improve
or create derivative works or features or a competitive product to the Service or any part thereof;(iv)
perform or attempt to perform any performance or penetration testing, including,but not limited to
Approved Scanning Vendors(ASV), Black box,Grey box,White box or any of their bland or
combination,without prior Nt,ritten consent of Bizzabo.in which case County undertakes(x)to share
immediately with Bizzabo the full report and findings of such tests,and(y)not to publish the test
results, make them available publicly or share them with third parties without our prior written consent.
(v)circumvent,disable or otherwise interfere with security-related features of the Service or features
that prevent or restrict use or copying of any content or that enforce limitations on use of the Service:
(vi)remove,alter or obscure any proprietary notice or identification, including copyright,trademark,
17498-U2062750v2
Document Ref ZGG9A-NWVQX-GUYKH-385TQ
patent or other notices,contained in or displayed on or via the Service;(vii)use any communications
systems provided by the Service to send unauthorized and/or unsolicited commercial communications;
(viii)use the Bizzabo name, logo or trademarks without our prior written consent;and/or(ix)use the
Service to violate any applicable laws,rules or regulations,or for any unlawful, harmful,irresponsible
or inappropriate purpose,or in any manner that breaches this Agreement.
4. Account.
4.1. In order to use the Service,County shall create an account with Bizzabo(an"Account"). If
County creates an Account,County must provide accurate and complete information about
County . County is solely responsible for the activity that occurs in County's Account,and
County must keep County's Account password secure. County must notify us immediately
of any unauthorized use of County's Account. County hereby represents and warrants that
all information County provides, including but not limited to information concerning
County's name, address, credit card number or payment service account identification, and
other identifying information of any nature will be true.complete and correct,and that County
will update all information as it changes.County may never use another person's Account or
registration information for Bizzabo without permission.
4.2. County undertakes and agrees to:
4.2.1. fully comply with all applicable laws and any other contractual terms which
govern County's use of the Services (and any related interaction or transaction),
including those specific laws applicable to County or County's end users("End
Users") in any of County's geographical locations including,without limitation,
any applicable privacy,data protection and anti-spam laws;
4.2.2. be solely responsible and liable with respect to any of the uses, including by End
Users,of the Services which occur under County's Account and for any of content
uploaded or provided by County , or imported. copied or uploaded for County
to County's Account("County's Content")(including for any consequences of
accessing, using or publishing County's Content on or with respect to the
Services);
4.2.3. County understands that we do not provide any legal advice or any
recommendation with respect to any laws or requirements applicable to County's
use or any of County's End Users,or County's compliance therewith.
5. White-Label App.
5.1. If County purchases a private label mobile application together with the Services(the`'White
Label App"),County shall, for the term of the Agreement:
5.1.1. Serve as the account owner of record for Google Play and Apple App Store
developer accounts(the"Developer Accounts");
1749s-1'2062750v2
Noumea Rot Z4t k W4OIX 8uYtSti,48 r t Pap 14 435
5.1.2. Grant us an Admin access to the Developer Accounts (the "Admin Access"),
including all rights authorizing us to take all necessary actions related to the
Developer Accounts on County's behalf without obtaining prior consents to such
actions. County shall cooperate with us to ensure that the Admin Access is
received by us a minimum of forty five (45) days prior to the launch date of the
White Label App. County hereby acknowledges and agrees to have a sufficient
amount of available licenses. permissions,authorizations,or rights to access the
Developer Accounts in order to allow us the Admin Access;
5.1.3. Be responsible for all fees associated with the Developer Accounts;
5.1.4. Not hold us liable for delays of any kind caused by County's failure,or by failure
of Google, Apple, or any other third party to provide any necessary or required
information to us or to take any necessary or required actions in connection with
the Developer Accounts;
5.1.5. County hereby acknowledges and agrees that any County request for a change
to the White Label App may cause delays and County may incur additional fees
and charges,all as shall be specified in the applicable order form;
5.1.6. Not access or use the Developer Accounts in any manner that could cause error
or interruption. We shall not be liable for any errors, delays,or problems caused
by County's access or use of the Developer Accounts;
5.1.7. Cooperate with us by providing, in a timely manner such that we can meet our
obligations hereunder.any information and/or taking any action,as necessary or
is required, including, but not limited to, the execution of any documents related
to the Developer Accounts.
52, if County purchases the White Label App,we shall:
5.2.1. Create the White Label App;
5.2.2. Assist County , or otherwise access and perform certain actions on County's
behalf in the Developer Accounts including,but not limited to,activation,set-up,
management, maintenance, support, and, with County's assistance, as may be
required, obtain read-only Developer Accounts and full-access Developer
Accounts on County's behalf;
5.2.3. Have the right, but not the obligation, to respond, on County's behalf, to White
Label App reviews in Google Play and Apple App Store.
5.3. White Label Assets. We shall retain all trademark, copyright, and other intellectual property
rights in and to any brand name and brand visualization content that we create in connection
with the White Label App. We reserve the right to include elements indicating us as the
provider of the White Label App,such as word elements(e.g."powered by Bizzabo")and/or
17498.1 2062750v2
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design elements (e.g.our logo), in conjunction with such White Label Assets wherever they
may appear.
6. Bizzabo Content.
6.1. The: (i) content on the Service which has been provided by Bizzabo, including without
limitation,the text,information,documents,descriptions,products,graphics,photos,sounds,
videos, interactive features and services (the "Materials"), and (ii) Bizzabo's trademarks.
service marks and logos contained therein ("Marks", and together with the Materials, the
"Bizzabo Content"), is the property of Bizzabo and/or its licensors and may be protected by
applicable copyright or other intellectual property laws and treaties. "Bizzabo" and the
Bizzabo logo are Marks of Bizzabo and its affiliates. All other trademarks, service marks or
logos used on the Service are the trademarks, service marks or logos of their respective
owners.
6.2. Sub-Domains. We may provide County with the right to use a subdomain within the Service.
All such sub-domains are the sole property of Bizzabo. In the event we provide County with
a sub-domain, County's right to use such sub-domain may be terminated by us at any time
(with or without notice and with or without reason).
6.3. Use of Content. The Bizzabo Content is provided to County "as is" for County's personal
use only and may not be used. copied, distributed, transmitted, broadcast, displayed, sold.
licensed, decompiled or otherwise exploited for any other purposes whatsoever without our
prior written consent. If County downloads or prints a copy of the Bizzabo Content County
must retain all copyright and other proprietary notices contained therein.
6.4. We attempt to be as accurate as possible. However, we cannot and do not warrant that the
Bizzabo Content is accurate,complete, reliable,current or error-free. We reserve the right to
make changes in or to the Bizzabo Content, or any part thereof without the requirement of
giving County any notice prior to or after making such changes to the Bizzabo Content.
7. County's Content.
7.1. County confirms County owns all rights in and to County's Content, including any designs.
images, animations, videos, audio files, fonts, logos, code, illustrations, compositions,
artworks, interfaces, usernames. information County provides for the purpose of creating a
subdomain name, text, literary works and any other materials, or otherwise has (and will
continue to have) the full power, title, licenses, consents and authority, in and to County's
Content,as necessary to legally access to, import,copy,use,publish,transfer or license such
County's Content,by County and us or any of our affiliates;
7.2. County has(and will maintain)the full power.title,licenses,consents and authority to allow
the Services to access any websites, web pages and/or other online services, for the purpose
of importing.copying. displaying, uploading, transmitting and/or otherwise using. County's
Content;
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Page 18 of35
7.3. County's Content is(and will continue to be)true,current,accurate,non-infringing upon any
third party rights,and in no way unlawful for County to upload, import,copy,possess,post.
transmit, display or otherwise use, in the country in which County or County's End
Users reside,or for Bizzabo and/or County's End Users to access, import,copy, upload, use
or possess in connection with the Services;
7.4. County has obtained all consents and permissions required under all applicable laws,
regarding the posting.transmission and publication of any personal information and/or image
or likeness of any person,entity or property which is part of County's Content, and County
will adhere to all laws applicable thereto.
8. County Fees.
8.1. As an event organizer, County will be obligated to pay Bizzabo all fees described in the
applicable Order Form,which are collectively referred to as"Fees". Payments are due within
such period of time as expressly specified in the applicable Order Form or invoice.
8.2. The Fees shall be charged by the payment method selected in the applicable Order Form.The
Fees are separate from, and additional to, any fees which may be charged by the payment
processing provider that County has selected. County hereby represent and warrant that
County is authorized and legally entitled to use the payment method and associated account
selected by County for all Fees.
8.3. County agree that we arc permitted to share the information relating to the events and
transactions on the Services, including the Additional Information, with the payment
processing provider that County has selected, our payment processing partners, card based
payments networks,such as Visa, MasterCard.and American Express(the"Credit Cards").
and non-card based payment networks such as direct debit and other alternative forms of
payment(the"Alternative Forms of Payment"),and with County's bank,in each case to the
extent transactions or events involve such third parties.
9. Event Registration Fees.
9.1. As part of the creation of a paid event or at any time following such creation County may
select a payment processing method for the event that is provided by a third party provider
(the"Non-Bizzabo Payment Processor"). For the avoidance of doubt,Bizzabo does not and
will not provide to County banking. deposit taking, stored value, insurance or any other
financial services.
9.2. Non-Bizzabo Payment Processing.When using Non-Bizzabo Payment Processor,County and the
persons who register to participate in the events (the "Registrant") transact the applicable
payment through a third party service and are bound by the applicable terms of use governing
such service. County will collect all Event Registration Fees from its Registrants (the "Event
Registration Fees") through the applicable third party service and we accept no (and disclaim
7498-N2O6275M
all)obligation or liability with respect to such collection or the performance or nonperformance
of such third party service.
9.3. Confirmation. Upon receipt of a Credit Card authorization or other payment verification from
each individual ticket purchase,Bizzabo will generate a confirmation message on the website and
issue a confirmation email.County agrees to unconditionally accept,honor,and fulfill all ticketing
commitments that have been confirmed by Bizzabo through the Service, and it is County's
responsibility to verify the Registrant's status and/or any event restrictions prior to the subject
event.
9.4. Taxes.
9.4.1. County is solely responsible for determining which,if any,sales,use,amusement,
value added, consumption, excise and other taxes, duties, levies and charges
(collectively, "Taxes")apply to County's use of the Service and to sales County
make using the Service. County agree that it is County's sole responsibility to,
and that County will, collect and remit the correct amounts of all such Taxes to
the applicable governmental authorities (the "Tax Authorities"). Bizzabo does
not represent, warrant or guarantee that any invoicing or tax tools (the "Tax
Tools")to the extent available through our Service,will meet all tax requirements
that may be applicable to County or that such Tax Tools will result in County's
collection or remittance of all applicable Taxes,which Taxes may vary based on
the nature of the event, the nature of County's tax status (individual, entity,
business, consumer. etc.), County's location, the location of the End Users,
credits and deductions for which County may qualify and other factors, and
County hereby release Bizzabo from any and all liability with respect to County's
use of the Tax Tools. None of such Tax Tools should be considered legal or tax
advice. In the event that a Tax Authority requires Bizzabo to pay any Taxes
attributable to County's use of the Service or to sales County make using the
Service, County agree to promptly and fully reimburse Bizzabo for such Taxes
upon demand and all costs,penalties, interest and expenses related thereto.
9.4.2. Notwithstanding the preceding paragraph, Bizzabo may, in certain jurisdictions,
be required to collect and remit Taxes on Bizzabo Service Fees (the "Bizzabo
Fees") to the Tax Authorities. In such jurisdictions, Bizzabo will collect from
County Taxes on Bizzabo Fees, and County agrees to pay such Taxes. Bizzabo
may, at its sole election, invoice County for Taxes on Bizzabo Fees or withhold
(from amounts it would otherwise pay to County) the amount of Taxes on
Bizzabo Fees. With the exception of Taxes on Bizzabo Fees that we collect from
County pursuant to this paragraph, County remain responsible for collecting and
remitting the correct amount of any Taxes that apply to County's use of the
Service and to sales County make using the Service.
9.4.3. Bizzabo reserves the right to withhold the payment of any amounts owed to you
hereunder and dispose of them as required by applicable local, state,provincial,
17498-Il2062754M
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national or other law, rule, regulation, judgment or order, in each case as
determined by Bizzabo, or to seek later payment from you of any amounts on
taxes uncollected and unremitted,related to your events.
9.5. Payment Currency. All sales, fees, charges, and funds are payable in U.S. Dollars, or other
foreign currencies accepted by Bizzabo.
9.6. Refunds&Cancellations for Registrants.
9.6.1. Regardless of what payment method is selected, it is County's responsibility to
communicate County refund policy to Registrants and to issue refunds to
Registrants via the payment method that County has selected.
9.6.2. County shall ensure that County refund policy is consistent with this Agreement
and the refund mechanics of the Payment Processor. The Registrant will receive
the funds in accordance with the Payment Processor policies and practices. After
County has collected full payout,all refunds will have to be provided outside of
Bizzabo.
9.6.3. All communications or disputes regarding refunds are between County and the
Registrant, and Bizzabo will not be responsible or liable for refunds, errors in
issuing refunds.or lack of refunds.
9.7. Delayed Payment/Non-payment. In the event that County fails to pay any amount owed
pursuant to the terms herein to Bizzabo when due, Bizzabo may, in its sole discretion and
without limiting any other right or remedy we may have,setoff the amounts owed against any
amount due from Bizzabo to County and/or suspend, block, or terminate County's Account
and cancel any or all other events listed by County following written notice to County and
County's failure to pay such amounts in full within thirty(30)days following the notice.
9.8. Compliance with Law Enforcement. We will comply with law enforcement authorities and
may provide them with any and all information County submits to us to assist in any
investigation or prosecution they may conduct. If we are requested to provide such
information or assistance,we will notify County in writing within three(3) business days of
receiving the request,unless such notification is prohibited.
10.Third Party Sources and Content.
10.1. We or third parties may make available third-party products or services, including, for
example, third party applications and implementation,and other consulting services ("Non-
Bizzabo Services"). Any acquisition by County of such products or services, and any
exchange of data between County and any Non-Bizzabo Services provider, is solely between
County and the applicable Non-Bizzabo Services provider. We do not warrant or support,and
we are not liable to County or to the End Users for any of Non-Bizzabo Services.
I7498-1/206275t 2
10.2. Non-Bizzabo Services and County's Data. If County chooses to use a Non-Bizzabo Service
with Bizzabo Service,County grants us permission to allow the Non-Bizzabo Service and its
provider to access County data as required for the interoperation of that Non-Bizzabo Service
with Bizzabo Service. We are not responsible for any disclosure,modification or deletion of
County data resulting from access by such Non-Bizzabo Service or its provider.
10.3. Interoperation with Non-Bizzabo Services. Bizzabo Services may contain features designed
to interoperate with Non-Bizzabo Services.To use such features, County may be required to
obtain access to such Non-Bizzabo Services from their providers, and may be required to
grant us access to County account(s)for such Non-Bizzabo Services.If the provider of a Non-
Bizzabo Services ceases to make the Non-Bizzabo Services available for interoperation with
the corresponding Bizzabo Service features in a manner acceptable to us,we will not be able
to guarantee the continued availability of such Bizzabo Service features, and may cease
providing them without entitling County to any refund,credit,or other compensation.
10.4. County acknowledges and agrees that regardless of the manner in which Non-Bizzabo
Services may be offered to County,Bizzabo merely acts as an intermediary platform between
County and such Non-Bizzabo Services providers,and does not in any way endorse any such
Non-Bizzabo Services, or shall be in any way responsible or liable to County or to the End
Users with respect thereto. Bizzabo will not be a party to, or in any way be responsible for
monitoring, any interaction or transaction between County and any such Non-Bizzabo
Services providers.
10.5. Any and all use of the Non-Bizzabo Services shall be done solely at County's own risk and
responsibility,and may be subject to such legal and financial terms which govern such Non-
Bizzabo Services, which County is encouraged to review before engaging with them.
11. Messages.
1 I.I. The Service may permit County to send messages (including via email) to and receive
messages from a Third Party Source or other Service users("Messages").County is solely
responsible for County's Messages and the consequences of sending them.
11.2. Notwithstanding the foregoing,at all times and for any reason.County shall have the right to
remove a Registrant or other user from the Service upon notice to Bizzabo. If a Registrant or
user is removed from the Service,all such Registrant's (or other user's, as the case may be)
User Submissions(as defined below)shall be promptly deleted, upon County's request, and
any rights Bizzabo may have had with regards to such User Submissions shall immediately
terminate,except that Bizzabo may retain archival copies of such User Submissions.
12.User Submissions.
12.1. The Service may permit the hosting, sharing, posting and publishing of content by County
and other users ("User Submissions"). County User Submissions may be posted to the
Service,or otherwise be made publicly available.County understands that whether or not such
User Submissions are published,we do not guarantee any confidentiality with respect to any
17498.1 266:75Ov:
•
User Submissions.We have complete discretion whether to publish County User Submissions
and we reserve the right without further notice to County, to monitor, censor, edit, remove.
delete and/or remove any and all User Submissions at any time which we believe to be in
violation of Section 12.6 (Prohibited Content). Irrespective of our aforesaid discretion,
County is solely responsible for all its User Submissions and their consequences.
12.2. Qwnership. County represents and warrants that it owns or has the necessary rights and
permissions to use and authorize us to use all Intellectual Property Rights in and to County
User Submissions, solely for the purpose of providing the Services to County and the
Registrants.County retains all of its ownership rights in its User Submissions.
12.3. License to User Submissions. Subject to this Agreement and the terms of our Privacy Policy.
by submitting the User Submissions,County hereby grants us a worldwide, irrevocable,non-
exclusive. royalty-free, license to use, reproduce, distribute, prepare derivative works of,
display and perform the User Submissions only for the provision of the Service.
12.4. Responsibility for User Submissions. County understands and acknowledges that the
author of each User Submission is solely responsible for its content and that we have no
responsibility for or liability related to any User Submission.
12.5. Disclosure. We reserve the right to access, read, preserve and disclose any User Submission
or any other information that we obtain in connection with the Service as we reasonably
believe is necessary to:(i)satisfy any applicable law, regulation, legal process, subpoena or
governmental request; (ii) enforce this Agreement, including investigation of potential
violations of it; (iii) detect, prevent or otherwise address fraud, security or technical issues;
(iv) respond to user support requests; or(v) protect the rights, property or safety of Bizzabo,
our users or the public.
12.6. Prohibited Content.County agrees that County will not send,display,post,submit,publish
or transmit a User Submission or Message that: (i) is unfair or deceptive under the consumer
protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise
subject to third party proprietary rights, including privacy and publicity rights, unless County is
the owner of such rights;(iii)creates a risk to a person's safety or health,creates a risk to public
safety or health, compromises national security, or interferes with an investigation by law
enforcement;(iv)impersonates another person;(v)promotes illegal drugs,violates export control
laws,relates to illegal gambling,or illegal arms trafficking;(vi)is unlawful,defamatory,libelous,
threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages
conduct that would be considered a criminal offense,gives rise to civil liability,violates any law,
or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent: (vii) involves theft
or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the
contact information or any personally identifiable information of any third party unless County
has first obtained the express and informed consent of said third party to include their contact
information and/or personal information;and/or(x)breaches this Agreement.
13.Copyright Policy.
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13.1. Removal of Content. It is the policy of Bizzabo to respect the legitimate rights of copyright
owners,and we will respond to clear notices of alleged copyright infringement. Pursuant to the
Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the "DMCA"), Bizzabo has
designated a Copyright Agent (as specified below)to receive notifications of claimed copyright
infringement in connection with:(i)the Service and/or(ii)the websites that we operate. Please be
advised that we enforce a policy that provides for the termination in appropriate circumstances of
Service users who are repeat infringers. If County believes that its work has been copied in a way
that constitutes copyright infringement, please provide the Copyright Agent with the following
information in accordance with the DMCA:
13.1.1. An electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright;
13.1.2. A description of the copyrighted work County claims has been
infringed;
13.1.3. A description of where the material that County claims is infringing
is located on the Service, with enough detail that we may find it.
Providing URLs in the body of an email is the best way to help us locate
content quickly;
I3.1.4. County's address,telephone number and email address;
13.1.5. A statement by the County that there is a good faith belief that the
disputed use is not authorized by the copyright owner, its agent or the
law;and
13.2. Counter-Notification. If County believes that the material County posted was removed
from the Service by mistake, and that the County has the right to post the material, County may
elect to send us a counter-notification. To be effective the counter-notification must be a written
communication provided to our Copyright Agent that includes substantially the following(please
consult County's legal counsel or see the Digital Millennium Copyright Act, 17 U.S.C. (the
"Copyright Act") Section 5I2(g)(3)to confirm these requirements):
13.2.1. County Representative's physical or electronic signature;
13.2.2. Identification of the material that has been removed or to which access has been
disabled and the location at which the material appeared before it was removed
or access to it was disabled. Providing URLs in the body of an email is the best
way to help us locate content quickly;
13.2.3. A statement the County has a good faith belief that the material was removed or
disabled as a result of mistake or misidentification of the material to be removed
or disabled;and
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13.2.4. A statement that County consents to the jurisdiction of the Federal
District Court for the judicial district in which the address is located, or
if County's address is outside of the United States, for any judicial
district in which Bizzabo may be found, and that County will accept
service of process from the person who provided notification of
infringement or an agent of such person.
13.3. Misrepresentations. Please note that under Section 512(f) of the Copyright Act, any person
who knowingly materially misrepresents that material or activity is infringing or was removed
or disabled by mistake or misidentification may be subject to liability.
13.4. Copyright Agent. Bizzabo's agent for notice of claims of copyright infringement("Copyright
Agent")can be reached as follows:
Name: Bizzabo Inc.
Address:31 W 27th St,New York,NY 10001
Telephone:+1-646-517-1135
Email:support@bizzabo.com
14. Intellectual Property Rights.
14.1. This Agreement grants County the right and permission to use the Service in accordance
with this Agreement. County acknowledges that Bizzabo and its licensors retain all title,
ownership rights and Intellectual Property Rights in and to the Service, and any or all
modifications to the Services, related documentation and marketing materials. We reserve all
rights not expressly granted herein to the Service.
14.2. Nothing in this Agreement will directly or indirectly be construed to assign or grant County
any right of ownership,title or interest in the Services,or any intellectual property rights relating
thereto.
"Intellectual Property Rights"mean all rights,title and interest in and to the Services,including any and
all copyrightable materials or any other content thereof which is or may be subject to any intellectual
property rights under any applicable law(including any artwork,graphics, images,website templates and
widgets, literary work, source and object code, computer code (including html), applications, audio,
music, video and other media. designs, animations, interfaces, documentation, derivatives and versions
thereof, the"look and feel"of the Services,methods, products,algorithms, data, interactive features and
objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains.
customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or
not registered and/or capable of being,and similar rights of any type under the laws or regulations of any
governmental,regulatory,or judicial authority,whether foreign or domestic.
15. Privacy and Information Security.
Bizzabo will protect the data and personal information of Registrants that we may collect or obtain
in connection with the Service in accordance with applicable law and our privacy policy which is available
17498.1,2062750e2
at:https://www.bizzabo.com/privacy("Privacy Policy").County hereby consents to our treatment of such
data and personal information in accordance with our Privacy Policy. County acknowledges and agrees
that Bizzabo may retain, use and process personal information of Registrants, in accordance with
Bizzabo's Privacy Policy, during and after the term of this Agreement. Bizzabo employs reasonable
systems and processes, in accordance with industry standards, to protect the data. Please also be aware
that certain personal information and other information provided by County in connection with County's
use of the Service may be stored on County's Device(even if we do not collect that information).County
is solely responsible for maintaining the security of its Device from unauthorized access.
WE MAINTAIN CYBERSECURITY PROTECTION IN ACCORDANCE WITH INDUSTRY
STANDARDS, AND IF REQUIRED UNDER APPLICABLE LAW, WE WILL NOTIFY COUNTY IN
WRITING IN THE EVENT OF ANY DATA BREACH THAT WE DISCOVER AND WHICH COULD
REASONABLY LEAD TO AN UNAUTHORIZED OR UNLAWFUL DISCLOSURE OR USE OF
PERSONAL INFORMATION.
In the event that Bizzabo discovers any breaches of,or unauthorized access to,County's account,
personal information in the account,or data,Bizzabo shall use reasonable efforts to immediately terminate
the unauthorized access and promptly provide notice to County that a breach has occurred.To the extent
required under applicable law and subject to the provisions thereof, Bizzabo shall provide any and all
notices to third parties as required by law in the event of a breach of County's account or unauthorized
access to the personal information or data in the account, including but not limited to notices of data
breaches to affected third parties. Bizzabo shall provide support to County and any other necessary third
party to remedy the breach.
To the extent that the personal data that we process as part. of our services to County relates to
individuals within the EU, then for the purposes of EU data protection laws, Bizzabo is a data processor
of the personal information and the County is the data controller. Bizzabo's privacy practices as indicated
in Bizzabo's Privacy Policy will be deemed as made on County's behalf, and County and Bizzabo agree
to enter into Bizzabo's Data Processing Addendum,which is available here.
16. Limited Warranty and Disclaimers.
16.1. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR
WARRANTIES ABOUT THE SUITABILITY, RELIABILITY. AVAILABILITY,
TIMELINESS, SECURITY OR ACCURACY OF THE SERVICE TO COUNTY OR TO ANY
OF COUNTY END USERS AND ASSUME NO RESPONSIBILITY FOR AND MAKE NO
WARRANTY OR REPRESENTATION AS TO THE COMPLETENESS, RELIABILITY,
USEFULNESS OR DECENCY OF THE SERVICE, OR CONTENT OR PRODUCTS
DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SERVICE,
16.2. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 16.1. AND ONLY TO THE
EXTENT PERMITTED BY LAW,THE SERVICE IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING. WITHOUT LIMITATION,
REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE. NON-INFRINGEMENT, AND
I7498-1/M62750%2
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•
THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF
TRADE. WE DO NOT WARRANT THAT TI-IE SERVICE WILL BE CONTINUOUS OR
UNINTERRUPTED OR THAT IT WILL MEET COUNTY OR END USERS'
REQUIREMENTS.
16.3. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM COUNTY OR ITS END USERS' USE OF THE SERVICE OR AS TO THE
ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE
SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
16.4. TO THE EXTENT PERMITTED BY LAW,IF COUNTY HAS A DISPUTE WITH ANY
REGISTRANT OR OTHER SERVICE USER, COUNTY AGREES THAT WE ARE NOT
LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH
SUCH A DISPUTE OR THE SERVICE. WE RESERVE THE RIGHT, BUT HAVE NO
OBLIGATION,TO MONITOR ANY SUCH DISPUTE.
16.5. COUNTY ACKNOWLEDGES THAT WE DO NOT CONTROL CONTENT,
INFORMATION, PRODUCTS OR SERVICES OFFERED BY ADVERTISERS, THIRD
PARTIES (INCLUDING EVENT PRODUCERS) OR OTHER USERS ON OR THROUGH
THE SERVICE, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR
SERVICES PROVIDED BY LICENSE TO US FROM THIRD PARTIES OR MATERIALS
PROVIDED BY OTHER USERS.
16.6. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES
PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS
ENTERED INTO THROUGH THE SERVICE.NO ADVICE OR INFORMATION, WHETHER
ORAL OR WRITTEN,OBTAINED BY COUNTY FROM US OR THROUGH THE SERVICE
SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES,
THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO COUNTY.
16.7. Applicable law may not allow the exclusion of certain warranties, so to that extent, such
exclusions may not apply.
17. Limitation of Liability.
17.1. UNDER NO CIRCUMSTANCES SHALL BIZZABO BE LIABLE FOR ANY SPECIAL.
INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, FOR ANY
LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, OR FOR THE COST OF
SUBSTITUTE GOODS OR SERVICES, THAT ARISES UNDER OR IN CONNECTION
WITH THIS AGREEMENT,OR THAT RESULTS FROM THE USE OF,OR THE INABILITY
TO USE. THE SERVICE EVEN IF COUNTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. BUT ONLY TO THE EXTENT PERMITTED BY LAW.
17498-1 206275th 2
tioconstitRert Z# IAi fk 4GINK14 3S510 IWO 450t4t,
17.2. IN ANY EVENT, BIZZABO'S TOTAL AGGREGATE LIABILITY FOR ALL
DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS
AGREEMENT, OR THAT RESULT FROM COUNTY'S USE OF OR INABILITY TO USE
THE SERVICE,SHALL NOT IN ANY CIRCUMSTANCE EXCEED AN AMOUNT EQUAL
TO THE TOTAL AMOUNTS, IF ANY,ACTUALLY PAID BY COUNTY TO BIZZABO FOR
USING THE SERVICE WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF
BRINGING A CLAIM. THE LIMITATIONS IN THIS SECTION SHALL NOT LIMIT
COUNTY'S PAYMENT OBLIGATIONS UNDER SECTION 8.
18. Indemnity.
Bizzabo is not responsible for the conduct or legality of the County's events or for the legality of
its Content. To the extent set forth in Florida Statute 768.28 County agrees to defend,indemnify and hold
harmless Bizzabo and our affiliates,and our respective officers,directors,employees,agents,consultants,
successors and assigns from and against any and all claims,damages,obligations,losses, liabilities,costs
and expenses (including but not limited to attorney's fees) arising from: (i) County Content, any User
Submission,Message or other content provided by the County or any of its officers,directors,employees
or agents,or End Users;(ii)County's or End Users use or misuse of the Service(iii)any refunds owed or
claimed to be owed to Registrants;(iv)County's failure to pay or withhold any taxes or other fees required
by applicable law;(v)County's events;(vi)County's violation of any third party right, including without
limitation any Intellectual Property Right or privacy right, or(vii) County's violation of any applicable
law or regulation. Nothing contained in this Section shall be construed to be a waiver of any protections
under sovereign immunity,Section 768.28 Florida Statutes,or any other similar provision of law.
19.Export Laws.
County represents that it is not, and will not make the Services available to, the resident of any
embargoed country or a prohibited person under any export control or anti-terrorism law, regulation or
list. County agree to comply fully with all applicable export laws and regulations to ensure that neither
the Service nor any technical data related thereto are exported or re-exported directly or indirectly in
violation of,or used for any purposes prohibited by,such laws and regulations.
20. Updates and Upgrades.
We may from time to time provide changes. revisions, updates or upgrades to the Service or any
of the features thereof(each a"Revision")but are not under any obligation to do so. Such Revisions will
be supplied according to our then-current policies, which may include automatic Revision of the Service
or features without any additional notice to County . County consents to any such automatic Revision.
All references herein to the Services shall include Revisions implemented thereto.This Agreement shall
govern any Revisions that replace or supplement the Service, unless the Revision is accompanied by a
separate agreement which will govern the Revision.
21.Term and Termination.
0498-112062750v2
21.1. This Agreement will remain in effect until terminated by either party in accordance with
the provisions of this Agreement. County may cancel this Agreement or an Order Form without
cause during any subscription term, provided that County shall remain responsible for payments
during the relevant subscription term. A party may terminate this Agreement prior to the end of
subscription period if the other party: (a) materially breaches this Agreement and fails to cure
such breach within fourteen(14)days of written notice thereof;or(b)becomes insolvent,is unable
to pay its debts in the ordinary course of business.becomes the subject of bankruptcy proceedings,
or makes an assignment for the benefit of creditors. Bizzabo may cancel County's subscription
without cause subject to prior notice of at least fourteen (14) days. Additionally, Bizzabo may
terminate this Agreement immediately if:(a)County,its officers,directors,employees,agents or
affiliates are charged, investigated or convicted of fraud,misrepresentation or in connection with
any criminal proceeding or(b)County violates any of the following Sections: 3 (Restrictions),4
(Account), 6 (Bizzabo Content), 7 (County's Content), 12.6 (Prohibited Content), 19 (Export
Laws)or 24(Compliance with Laws).
21.2. Upon termination or expiration of this Agreement,County shall cease all use of the Service.
This Section 21.2 and Sections 8 (County's Fees), 9 (Event Registration Fees), 14 (Intellectual
Property Rights), 15 (Privacy), 16 (Warranty Disclaimers), 17 (Limitation of Liability), 18
(Indemnity), and 22 (Assignment) through 25 (General) shall survive termination of this
Agreement for any reason,as well as any other provision of this Agreement which, in accordance
with its terms, is intended to survive such termination.
22.Assignment.
Except in connection with a merger or sale of all or substantially all of the assets,this Agreement,
and the rights and obligations herein. may not be assigned, subcontracted, delegated, or otherwise
transferred by either party without prior written consent from the non-transferring party,and any attempted
assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The
terms and conditions set forth in this Agreement shall be binding upon assignees.
23.Governing Law and Disputes.
23.1. This Agreement shall be governed by and construed in accordance with the laws of New York,
NY, USA, without regard to its conflict of laws rules. Any dispute arising under this
Agreement shall be resolved via binding arbitration under the rules of the American
Arbitration Association in New York,NY,USA.Notwithstanding the foregoing,we may seek
injunctive relief in any court of competent jurisdiction.
24.Compliance with Laws.
County agrees that it will comply with all applicable laws and regulations,including but not limited
to privacy laws,anti-trust laws,anti-spam laws,consumer protection laws and financial transaction laws.
in connection with County's use of the Service,its communications and transactions with Registrants,and
its performance under this Agreement.
17498-1/2O6275th 2
25. Force Majeure.
Neither party will be responsible for failure or delay of performance of such party obligations
under this Agreement,where such failure or delay results from any cause beyond such party's reasonable
control,including,without limitation;an act of war.hostility,or sabotage:act of God;earthquakes,floods,
fires,epidemics;electrical, internee,or telecommunication outage that is not caused by willful misconduct
of the obligated party; or government restrictions. Each party will use reasonable efforts to mitigate the
effect of a force majeure event.
26. General.
26.1. This Agreement including the policies and/or addendums linked (by way of the provided
URLS) to this Agreement shall constitute the entire agreement between County and Bizzabo
concerning the Service. No amendment to this Agreement will be binding unless in writing and
signed by both parties. If any provision of this Agreement is deemed invalid by a court of
competent jurisdiction, the invalidity of such provision shall not affect the validity of the
remaining provisions of this Agreement,which shall remain in full force and effect.No waiver of
any term of this Agreement shall be deemed a further or continuing waiver of such term or any
other term, and a party's failure to assert any right or provision under this Agreement shall not
constitute a waiver of such right or provision. ANY CAUSE OF ACTION ARISING OUT OF
OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (I) YEAR
AFTER THE CAUSE OF ACTION ACCRUES.OTHERWISE, SUCH CAUSE OF ACTION IS
PERMANENTLY BARRED.
26.2. Bizzabo reserves the right, at its sole discretion, to modify, replace. change, suspend, or
discontinue certain Services, provided such modification, replacement, change, suspension or
discontinuation will not adversely alter County's use of the Services.
26.3. No agency,partnership,joint venture,or employment relationship is created as a result of this
Agreement and neither party has any authority of any kind to bind the other in any respect.
17,198.1/2062750N2
Document Ref ZGG9A-NWVQX-GUYKH-3S5TQ ' l 28pf
BIZZABO
DATA PROCESSING ADDENDUM
With effect as of its execution by Bizzabo and County, this Data Processing Addendum ("DPA")
forms part of the Bizzabo commercial agreement ("Agreement") between Bizzabo Inc. and its
affiliates (collectively, "Bizzabo") and the person or entity who acquires the Service under the
Agreement("County")).
This DPA reflects the parties' agreement with regard to the Processing of Personal Data.This DPA
serves as an integral part of the Agreement, however,the terms of this DPA will prevail over any
conflicting terms in the Agreement. All capitalized terms not defined herein will have the meaning
ascribed to them in the Agreement.
DATA PROCESSING TERMS
In the course of providing the Bizzabo's services("Service")to County pursuant to the Agreement,
Bizzabo may Process Personal Data on behalf of the County. The parties agree to comply with the
following provisions with respect to Personal Data Processed by Bizzabo as part of the Service for
County.
I. DEFINITIONS
1.1. "Data Subject" means an identified or identifiable natural person; an identifiable natural
person is one who can be identified, directly or indirectly, in particular by reference to an
identifier such as a name,an identification number, location data,an online identifier or to
one or more factors specific to the physical, physiological, genetic, mental, economic,
cultural or social identity of that natural person.
1.2. "Personal Data"means any information relating to a Data Subject.
1.3. "Personal Data Breach" means a breach of security leading to the accidental or unlawful
destruction, loss, alteration, unauthorized disclosure of, or access to, personal data
transmitted,stored or otherwise processed.
I.4. "Personnel"means persons authorized by Bizzabo to Process County's Personal Data.
1.5. "GDPR"means Regulation (EU)2016/679 of the European Parliament and of the Council
of 27 April 2016 on the protection of natural persons with regard to the processing of personal
data and on the free movement of such data and repealing Directive 95/46/EC(General Data
Protection Regulation).
1.6. "Privacy Shield"means the EU-US Privacy Shield Framework,as administered by the U.S
Department of Commerce and approved by the European Commission pursuant to Decision
C(2016)4176 of July 12,2016.
1.7. "Privacy Shield Principles" mean the Privacy Shield Principles, as supplemented by the
Supplemental Principles and contained in Annex II to the European Commission Decision
C(2016)4176 of July 12,2016.as may be amended,superseded or replaced.
1.8. "Process"or"Processing"means any operation or set of operations which is performed upon
Personal Data,whether or not by automatic means,such as collection,organization,storage,
adaptation or alteration, retrieval, consultation, use, disclosure by transmission,
dissemination,or otherwise making available,alignment or combination,blocking,erasure
or destruction.
1.9. "Standard Contractual Clauses" mean the annex to the EU Commission Decision of 5
February 2010 on standard contractual clauses for the transfer of personal data to processors
established in third countries under Directive 95 46!EC of the European Parliament and of
the Council.
1.10. "Bizzabo Information Security Documentation" means the information security
documentation applicable to the specific Service purchased by County,as updated from time
to time,and made available by Bizzabo upon request and subject to adequate confidentiality
arrangements.
2. DATA PROCESSING
2.1. Scope and Roles.This DPA applies when Personal Data is Processed by Bizzabo as part of
Bizzabo's provision of the Service.In this context and for the purposes of the GDPR,County
is the data controller and Bizzabo is the data processor.
2.2. Subject Matter,Duration,Nature and Purpose of Processing.Bizzabo processes County's
Personal Data as part of providing County with the Service,pursuant to the specifications
and for the duration under the terms of the Agreement.
2.3. Type of Personal Data and Categories of Data Subjects. Bizzabo has no control over the
type of Personal Data that County and users authorized by County upload to the Service.
Accordingly, Bizzabo has no control over the categories of Data Subjects that County's
Personal Data relates to.
2.4. Instructions for Bizzabo's Processing of Personal Data. Bizzabo will only Process
Personal Data on behalf of and in accordance with County's instructions.County instructs
Bizzabo to Process Personal Data for the following purposes. (i) Processing related to the
Service in accordance with the terms of the Agreement;and(ii) Processing to comply with
other reasonable instructions provided by County where such instructions are consistent with
the terms of the Agreement.County undertakes to provide Bizzabo with lawful instructions
only. Bizzabo will inform County immediately, if in Bizzabo's opinion an instruction
infringes any provision under the GDPR and will be under no obligation to follow such
instruction,until the matter is resolved in good-faith between the parties.As required under
the GDPR,County will provide all necessary notices to relevant Data Subjects and secure all
necessary permissions and consents from them, for the Processing of Personal Data by
Bizzabo pursuant to this DPA.
3. ASSISTANCE
Taking into account the nature of the Processing, Bizzabo will assist County by appropriate technical
and organizational measures, insofar as this is possible, for the fulfilment of County's obligation to
respond to requests for exercising the Data Subjects'rights under the GDPR.Bizzabo will further assist
County in ensuring compliance with County's obligations in connection with the security of Processing,
notification of a Personal Data Breach to supervisory authorities and affected Data Subjects,County's
data protection impact assessments and County's prior consultation s%ith supervisory authorities, in
relation to Bizzabo's Processing of Personal Data under this DPA.Except for negligible costs,County
will reimburse Bizzabo with costs and expenses incurred by Bizzabo in connection with the provision
of assistance to County under this DPA.
Oocum.irtRat Page:ao 0qs5
4. BIZZABO PERSONNEL
4.1. Limitation of Access.Bizzabo will ensure that Bizzabo's access to Personal Data is limited
to those personnel who require such access to provide the Service in accordance with the
Agreement.
4.2. Confidentiality.Bizzabo will impose appropriate contractual obligations upon its personnel
engaged in the Processing of Personal Data, including relevant obligations regarding
confidentiality, data protection, and data security. Bizzabo will ensure that its personnel
engaged in the Processing of Personal Data are informed of the confidential nature of the
Personal Data,have received appropriate training regarding their responsibilities,and have
executed written confidentiality agreements. Bizzabo will ensure that such confidentiality
agreements survive the termination of the employment or engagement of its personnel.
5. OTHER PROCESSORS
5.1. Bizzabo may engage third-party service providers to process Personal Data on behalf of the
County("Other Processors").County hereby provides Bizzabo with a general authorization
to engage the Other Processors,provided,however,that all Other Processors have entered
into written agreements with Bizzabo that bind them by substantially the same material
obligations under this DPA. Where an Other Processor fails to fulfill its data protection
obligations in connection with the Processing of Personal Data under this DPA,Bizzabo will
remain fully liable to County for the performance of that Other Processor's obligations.
5.2. Bizzabo may engage with a new Other Processor("New Processor") to Process County
Personal Data on County's behalf.County may object to the Processing of County's Personal
Data by the New Processor, for reasonable and explained grounds,within five(5)business
days following Bizzabo's written notice to County oldie intended engagement with the New
Processor.If County timely sends Bizzabo a written objection notice,the parties will make a
good-faith effort to resolve County's objection. In the absence of a resolution,Bizzabo will
make commercially reasonable efforts to provide County with the same level of Service,
without using the New Processor to Process County's Personal Data.
6. DATA TRANSFER
6.1. Bizzabo is Privacy Shield self-certified and will maintain its self-certification to and
compliance with the Privacy Shield principles throughout the period of processing Personal
Data on behalf of the Costumer under the Agreement.Transfer of Personal Data related to
EU Data Subjects to Bizzabo's US-based sites is made pursuant to the terms of the Privacy
Shield.
6.2. All Bizzabo third-party service providers to whom Bizzabo transfers Personal Data to provide
the Service: (i) are certified to the Privacy Shield, or(ii)undertook to provide at least the
same level of protection for the Personal Data as is required by the Privacy Shield Principles,
or(iii),have executed the Standard Contractual Clauses,or(iv)have executed or undertook
to comply with such other binding instruments, certifications or self-certifications for the
lawful transfer of County's Personal Data related to Data Subjects within the EU to other
territories,as required and available under the GDPR,or(v)are established in a country that
was acknowledged by the EU Commission as having adequate level of data protection to
Personal Data.
6.3. If the Privacy Shield is invalidated,or if Bizzabo or any of its third-party service providers
are no longer able to continue complying with the Privacy Shield or provide the same level
of data protection as under the Privacy Shield Principles, then Bizzabo will take such
measures as required under the GDPR to continue facilitating the lawful Processing in the
US of County's Personal Data related to Data Subjects within the EU by Bizzabo and its
Other Processors.
7. SECURITY
Bizzabo will maintain administrative, physical and technical safeguards for the protection of the
security,confidentiality and integrity of County's Personal Data,pursuant to the Bizzabo Information
Security Documentation. Bizzabo regularly monitors compliance with these safeguards. Bizzabo will
not materially decrease the overall security of the Service during the term of the Agreement.
8. PERSONAL DATA BREACH MANAGEMENT AND NOTIFICATION
8.1. Bizzabo will maintain security incident management policies and procedures and will notify
County without undue delay after becoming aware of a Personal Data Breach related to
County's Personal Data which Bizzabo, or any of Bizzabo's Other Processors, Process
Bizzabo's notice will at least:(a)describe the nature of the Personal Data Breach including
where possible,the categories and approximate number of Data Subjects concerned and the
categories and approximate number of Personal Data records concerned;(b)communicate
the name and contact details of the Bizzabo's data protection team,which will be available to
provide any additional available information about the Personal Data Breach;(c)describe the
likely consequences of the Personal Data Breach;(d)describe the measures taken or proposed
to be taken by Bizzabo to address the Personal Data Breach, including,where appropriate,
measures to mitigate its possible adverse effects. Where,and insofar as, it is not possible to
provide the information at the same time,the information may be provided in phases without
undue delay.
8.2. Bizzabo will work diligently,pursuant to its incident management policies and procedures to
promptly identify and remediate the cause of the Personal Data Breach and will inform
County accordingly.
8.3. Bizzabo will only be liable for a Personal Data Breach towards County and any third party
to the extent that the Personal Data Breach is a result of a breach of Bizzabo's information
security obligations under this DPA,provided however,that the Personal Data Breach is not
caused by:(i)acts or omissions of County,or any person acting on behalf of or jointly with
County(collectively"County Representatives"):(ii)County Representatives'instructions to
Bizzabo;(iii)a willful,deliberate or malicious conduct by a third party;or(iv)acts of God
or force major,including,without limitation,acts of war,terror,state-supported attacks,acts
of state or governmental action prohibiting or impeding Bizzabo from performing its
information security obligations under the Agreement as well as this DPA,and natural and
man-made disasters.
9. AUDIT AND DEMONSTRATION OF COMPLIANCE
9.1. Bizzabo will make available to County all information necessary for County to demonstrate
compliance with the obligations laid down under Article 28 to the GDPR in relation to the
Processing of Personal Data under this DPA by Bizzabo and its Other Processors.
9.2. Bizzabo will allow for and contribute to audits,including inspections,conducted by County
or another auditor mandated by County,in relation to Bizzabo's obligations under this DPA
Bizzabo may satisfy the audit obligation under this Section 9.2 by providing County with
attestations,certifications and summaries of audit reports conducted by accredited third party
auditors. Audits by County are subject to the following terms: (i) the audit will be pre-
scheduled in writing with Bizzabo, at least forty-five (45) days in advance and will be
performed not more than once a year(except for an audit following a Personal Data Breach);
(ii) the auditor will execute a non-disclosure and non-competition undertaking toward
Bizzabo;(iii)the auditor will not have access to non-County data(iv)County will make sure
that the audit will not interfere with or damage Bizzabo's business activities and information
and network systems;(v)County will bear all costs and assume responsibility and liability
for the audit;and(vi)County will receive only the auditor's report,without any Bizzabo'raw
data'materials,will keep the audit results in strict confidentiality and will use them solely for
the specific purposes of the audit under this section;(vii)at the request of Bizzabo,County
will provide it with a copy of the auditor's report.
10. DELETION OF PERSONAL DATA
At the choice of County, Bizzabo will delete or return all County's Personal Data to County after the
end of the provision of Services relating to Processing of County's Personal Data and delete existing
copies unless a law of the European Union or an EU member state requires the storage of the Personal
Data.
I I. ANONYMIZED AND AGGREGATED DATA
Bizzabo may process data based on extracts of Personal Data on an aggregated and non-identifiable
forms, for Bizzabo's legitimate business purposes, including for testing, development, controls, and
operations of the Service,and may share and retain such data at Bizzabo's discretion.
12. DISPUTE RESOLUTION
The parties agree to communicate regularly about any open issues or process problems that require
resolution. The parties will attempt in good faith to resolve any dispute related to this DPA as a
precondition to commence legal proceedings, first by direct communications between the persons
responsible for administering this DPA and next by negotiation between executives with authority to
settle the controversy.Either party may give the other party a written notice of any dispute not resolved
in the normal course of business.Within two(2)business days after delivery of the notice,the receiving
party will submit to the other party a written response. The notice and the response will include a
statement of each party's position and a summary of arguments supporting that position and the name
and title of the executive who%will represent that party. Within five(5)business days after delivery of
the disputing party's notice,the executives of both parties will meet at a mutually acceptable time and
place, including by phone, and thereafter as often as they reasonably deem necessary, to resolve the
dispute. All reasonable requests for information made by one party to the other wilt be honored. All
negotiations pursuant to this clause are confidential and will be treated as compromise and settlement
negotiations for purposes of applicable rules of evidence.
13. ORDER OF PRECEDENCE.
The terms of this DPA will prevail over any conflicting terms in the Agreement.
14. TERM
14.1. This DPA will commence on the later of the date of its execution or the effective date of the
Agreement to which it relates and will continue until the Agreement expires or terminated.
14.2. This DPA may be modified or amended only by a written amendment to this DPA which will
be signed by both Bizzabo and County.
15. COMPLIANCE
15.1. Bizzabo is responsible to make sure that all relevant Bizzabo's personnel adhere to this DPA
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15.2. Bizzabo's compliance team can be reached at privacy(a�bizzabo.com
r Document Ref.ZGG9A-NWVQX-GUYKH-3S5TQ � Page 34 of 35
IN WITNESS WHEREOF,the parties hereto have executed this DPA as a sealed instrument:
County
Bizzabo: Administrator,
Oda Pora/4 Monroe County:
Signature: Signature:
Name
Name: Name: 4 L
Title: VP Operations Title: 'r
Date: 07/24/2019 Date: Q
NEY
ED
MERC.ADO
ASSIST
Document Ref:ZGG9A-NWVQX-GUYKH-3S5TQ Page 35 of 35
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Document signed by:
;;:,: Oded Porath
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