Partnership Terms & Conditions
1. EventX owns and develops virtual expo solution & event management software (“Products”) and desires to cooperate with Partners to sell, market and incorporate for sale such Products as a solution to Partners’s clients.
2. Partners intends to engage EventX to provide the solutions to its clients.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
1.1. EventX shall provide its Products to Partners to sell, market and incorporate for sale the Products, including but not limited to providing marketing materials to Partners, according to Partners’s requirements.
1.2. Partners shall place order of Products by providing EventX with purchase orders (“Order”). Unless otherwise stated in the purchase order, EventX shall ship the Products to Partners. The title and risk of the Products shall be transferred to Partners upon receipt of the Product by Partners.
1.3. Partners agrees to be the Standard Partner for EventX. Standard Partnership will be a non-exclusive partnership relationship.
1.4. Partners must identify clients directly to EventX by email notice to firstname.lastname@example.org.Partners must successfully register each Order. If the Order is approved, an email will be sent to Partners. Partners must provide all of the requested information including, without limitation, the identity of the end user, the end user’s business and contact information, and the specific product to be resold in your Order. All such information must be accurate and complete and must reflect bona fide orders you have received from the end user.
1.5. EventX shall provide the 2nd line technical support (except on-site support) to Partners as required. This clause shall survive the expiry or termination, howsoever occasioned, of this Agreement.
1.6. For each successful order, there is a lockup period (“Lockup Period”) of ninety (90) days from registration. EventX shall not actively sell to the end client’s department & project specified in the Client Claim Form. After such ninety (90) days period, the Lockup Period will expire and EventX reserves the right to sell to the end client. The Lockup Period does not apply to EventX’s existing clients.
1.7. This Agreement shall in no way limit EventX’s right to sell directly or indirectly any product or service to any current or prospective customer, except those clients in the Lockup Period.
2. PERSONAL DATA PROTECTION
2.1. EventX shall only use the personal data provided by Partners (“Personal Data”), including but not limited to the contact information of end users, for the performance of this Agreement.
2.2. EventX undertakes to adopt appropriate measures to prevent unauthorized access to the Personal Data.
2.3. EventX shall handle the Personal Data strictly in accordance with applicable laws and regulations, including but not limited to the Personal Data (Privacy) Ordinance of Hong Kong.
2.4. EventX shall immediately report to Partners any unauthorized access, use, disclosure, or loss of Personal Data.
2.5. Upon receiving written requests from Partners, EventX shall use its best commercial efforts to assist Partners in complying with its obligations as a data user, including but not limited to complying with any data access or correction requests, and the handling of any investigations or claims in relation to the Personal Data.
2.6. EventX shall hold harmless Partners for all losses, damages, and costs resulted from its breach of this clause.
3. COSTS AND EXPENSES
3.1. Each Party shall bear its own costs and expenses for the performance of this Agreement unless otherwise agreed to in writing by the other Party.
3.2. Invoices are due immediately upon due date specific on the invoice (Due Date). EventX reserves the right to suspend the Product & Services until payment is made. Time for payment is of the essence. Order’ fees must be paid in full before your Product & Services requested will be processed.
3.3. EventX’s obligation to provide the Product & Services is contingent on Partners’s payment of the Order’s fees by the Due Date.
This Agreement shall be for a period of one (1) years, commencing on the date EventX approve your application unless otherwise terminated in accordance with the provisions of this Agreement (“Term”).
5.1. Either Party may terminate this Agreement by giving the other Party three (3) month’s written notice.
5.2. This Agreement may be terminated with one (1) month’ written notice by either Party if the other Party is in breach of this Agreement and, in the case of a breach capable of remedy, if the defaulting Party has not cured such breach within a reasonable time following written notification giving reasonable particulars of such breach from the non-defaulting Party.
5.3. Without any liability of any kind and without relinquishing any other rights it may have at law, Partners may terminate this Agreement by giving EventX one (1) month’ written notice if the conduct of EventX has brought or is likely to bring Partners into disrepute, or if EventX fails to perform its obligations under this Agreement in a timely manner. In the event of such notice given by Partners, Partners shall not be required to pay EventX for the work performed, or expenses incurred, after the stated termination date. Upon the stated termination date, EventX shall stop work and take all responsible steps to preserve and protect the work produced to date and shall comply with instructions served by Partners as to the deposition thereof.
5.4. Partners may at any time terminate this Agreement forthwith by giving EventX a written notice in the event there is a material change in the management, ownership or control of EventX.
5.5. Any termination of this Agreement (however occasioned) or the expiry thereof shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination or expiry.
6. INTELLECTUAL PROPERTY RIGHTS
EventX represents, warrants and undertakes that any and all of the intellectual property rights embodied in, used on, in connection with and/or in relation to the Products, including but not limited to trademarks, patents, designs and copyrights, do not infringe any rights of any third party. Upon request of Partners, EventX shall provide Partners with evidence that EventX is the legitimate owner of such intellectual property rights or has the authority to use such intellectual property rights. EventX shall fully indemnify and hold harmless Partners for all losses, damages, and costs resulted from its breach of this clause.
Partners agrees that, during the term of this Agreement, Partners will not develop, acquire any other products that compete with the Products ("Competitive Products" defined below) without the prior written consent of EventX. Partners will give EventX prompt notice of any request it receives to develop any Competitive Products. For the purposes of this Agreement, Competitive Products means any product that provides the same functionality as the Products.
8. NO AGENCY OR EMPLOYMENT RELATIONSHIP
This Agreement shall not operate so as to create an agency, employment or joint venture of any kind between the Parties hereto. Neither Party shall represent itself as being the other Party or an agent, employee or representative of the other Party, nor shall it hold itself out as such, nor as having any power or authority to incur any obligation of any nature on behalf of the other Party.
For the avoidance of doubt, while this Agreement does not constitute a general partnership business organization with unlimited liability, Partners and EventX can refer to each other as “business partner” for marketing purpose.
9.1. In this Agreement, “Confidential Information” means any information which is proprietary to a Party and which relates to the business, financial or other information of a Party including but not limited to the planning and management techniques and procedures, budgeting processes, pricing policies and contract terms of each Party, commercial secrets, and any other information, designated as confidential or considered as confidential due to its nature, but does not include information that:
i. is already in the possession or becomes available to a receiving Party on a non-confidential basis and which was obtained from a source other than the disclosing Party, provided that such information is not known by the receiving Party to be subject to any confidentiality agreements with or other obligations of secrecy to the disclosing Party or a third party;
ii. is or becomes publicly available independently of the other Party’s acts or omissions; or
ii. is developed by a Party independently of the Confidential Information of the other Party.
9.2. Both Partners and EventX agreed to set up and sign a separated Non-Disclose Agreement (“NDA”) to regulate the necessary handling method and protection rules on the Confidential Information
This Agreement may be modified or amended only in a writing signed by both Parties.
This Agreement may not be assigned, whether voluntarily or by operation of law, without the prior written consent of the other Party.
12. THIRD PARTY RIGHTS
The Contracts (Rights of Third Parties) Ordinance (Cap. 623) shall not apply to this Agreement and unless specifically herein provided, no person other than the Parties to this Agreement shall have any rights under it nor shall it be enforceable by any person other than the parties to it. For the avoidance of doubt, the Parties shall be able to rescind or vary this Agreement without the consent of third parties.
In the event any of the provisions in this Agreement shall be held to be invalid, void, illegal or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remainder of this Agreement shall continue in full force and effect.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written agreements, policies, understandings, representations and warranties between the Parties on the subject matter hereof; and there are no conditions affecting this Agreement which are not expressed herein.
15. NO WAIVER
No exercise or failure to exercise or delay in exercising any right, power or remedy vested in either Party pursuant to this Agreement shall constitute a waiver by that Party of that or any other right, power or remedy.
16. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of Hong Kong. All disputes arising in connection with this Agreement, if not amicably resolved by the Parties themselves, shall be submitted to the courts of Hong Kong for adjudication and the Parties shall submit to the jurisdiction thereof.