Terms of Service & End User License Agreement

1. Agreement

These Terms of Service and End User License Agreement ("Agreement") are entered into between [Legal Entity Name], doing business as Zento Events ("Zento", "we", "us"), and the individual or organization that registers for or uses the Service ("Customer", "you"). By creating an account, accessing, or using the Zento Events platform (the "Service"), you agree to be bound by this Agreement.

2. License grant

Subject to your compliance with this Agreement and payment of applicable fees, Zento grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during your subscription term.

3. Restrictions

You may not, and may not permit any third party to:

• copy, modify, translate, or create derivative works of the Service;
• reverse engineer, decompile, or attempt to derive the source code of the Service;
• resell, sublicense, or provide the Service to third parties as a service bureau;
• circumvent usage limits, security controls, or access other customers' data;
• use the Service to transmit unlawful, infringing, or malicious content;
• use the Service to send unsolicited bulk commercial email.

4. Subscriptions, fees and taxes

Subscriptions are billed in advance on a recurring monthly basis at the plan rate in effect when you subscribe. Plan limits (events, attendees, and administrative users) are described on our pricing page. Optional services such as onboarding, migration, and custom development are quoted and billed separately. Fees are non-refundable except where required by law. You are responsible for all applicable taxes other than taxes on Zento's net income.

5. Payment processing

The Service enables you to collect payments from your registrants using your own third-party payment gateway. Zento is not a party to those transactions, does not hold your funds, and takes no percentage of your ticket revenue. Your use of a payment gateway is governed by your agreement with that provider, and you are responsible for compliance with card network rules and applicable law.

6. Customer data and content

You retain all rights in the data you and your registrants submit to the Service ("Customer Data"). You grant Zento a limited license to host, process, transmit and display Customer Data solely to provide and support the Service. You represent that you have all rights and consents necessary to submit Customer Data and that your collection and use of registrant information complies with applicable privacy laws.

7. Acceptable use and suspension

We may suspend access to the Service without prior notice if we reasonably believe your use threatens the security, integrity or availability of the Service, violates law, or is materially in breach of this Agreement. We will restore access promptly once the issue is resolved.

8. Intellectual property

The Service, including all software, interfaces, documentation, and trademarks, is and remains the exclusive property of Zento and its licensors. No rights are granted other than the license expressly described in Section 2. Feedback you provide may be used by Zento without restriction or obligation.

9. Term and termination

This Agreement begins when you first access the Service and continues until terminated. Either party may terminate for convenience effective at the end of the then-current billing period. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice. Upon termination your license ends and we will make Customer Data available for export for thirty (30) days, after which it may be deleted.

10. Warranty disclaimer

Except as expressly stated in this Agreement, the Service is provided "as is" and "as available". To the maximum extent permitted by law, Zento disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error free.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue or data. Zento's aggregate liability arising out of or related to this Agreement will not exceed the fees paid by you to Zento in the twelve (12) months preceding the event giving rise to the claim.

12. Indemnification

You will defend and indemnify Zento against third-party claims arising from Customer Data, your events, or your use of the Service in violation of this Agreement. Zento will defend and indemnify you against third-party claims alleging that the Service, used as permitted, infringes a third party's intellectual property rights.

13. Changes to the Service or these terms

We may update the Service and this Agreement from time to time. Material changes will be communicated by email or in-product notice at least thirty (30) days before taking effect. Continued use after the effective date constitutes acceptance.

14. Governing law and disputes

This Agreement is governed by the laws of the State of [State], without regard to conflict of law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [County, State].

15. Contact

Questions about this Agreement: [legal@yourdomain.com], [Legal Entity Name], [Street Address, City, State ZIP].