Terms Of Service ("Terms")
These General Terms & Conditions (“Terms”) are generally applied to Client’s subscription to the software and professional services (“Services”) provided by EventXtra Limited (“EventXtra”, “we”, “our”, “us”). These Terms shall be read in conjunction with any contract entered into between Client and us (“Client’s Contract”) and shall form part of the Client’s Contract.
1. Services and Approved Attendees & Walk-ins
- Client is entitled to a non-exclusive right to use the Services on a subscription basis during the contract term.
- Client undertakes that information it provided to us shall be true, accurate and up-to-date. Client shall periodically review and update its account information whenever necessary.
- Client should also observe and impose appropriate data security measures for accessing its account. Client should keep its login information and password save by changing them periodically and Client must not share its password or account with others. Client is solely responsible for securing its password and we are not responsible for any loss or damage arising from unauthorised access of its account due to password leakage.
- The number of approved attendees is specified in the Client’s Contract, which depends on the Services plan Client has selected and subscribed to. Client will be billed for each of the additional attendees beyond the prescribed upper limit at the rate specified in the Client’s Contract. Client also acknowledges and agrees that the addition in the number of approved attendees shall not affect other terms in the Client’s Contract. In the case of a Client’s Contract charging based on the number event, each event activated in the EventXtra System will be counted for billing purposes except for events designated for administrative purposes by EventXtra in advance.
- An approved attendee means any person who registered to an event created on our system, including walk-in guests and those who are submitted manually through the back end of the system. Registration is counted at the point of submission, not the point of approval or confirmation. If a person cancels his registration subsequently or no show, such registration would still be counted as one approved attendee for billing purposes.
- Unused approved attendee quotas are not transferrable and cannot be rolled over to another event or term year. No refund or exchange for money will be made for any unused approved attendee quotas.
- Any cancellations by the Client or a breach of these Terms by Client, will immediately trigger EventXtra’s right to recover, as a debt, all amounts outstanding under Client’s Contract (plus sales or similar taxes or duties), and to retain all monies received from Client and to apply the monies to offset any amounts owing from Client. Client acknowledges and agrees that this paragraph provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages EventXtra will sustain, which are uncertain and difficult to estimate at this time.
3. Indemnity & Limitation
- Client agrees to defend, indemnify and hold harmless EventXtra (and our officers, director, agents, subsidiaries and employees) for any claim, action, cause of action or liabilities, including legal fees and costs, which may be asserted by third parties arising out of its breach of these Terms and/or Client’s Contract or its infringement of any laws in the course of using our Service , except for misconduct or gross negligence of EventXtra.
- We are not liable for any consequential, indirect or incidental damages or losses that may be incurred by Client which include any loss of income, business or profit. To the extended that we are allowed to limit our liability, the maximum amount of remedies for each subscription terms would be the amount of total service fee paid by Client.
4. Confidential Information
- All information supplied by EventXtra in connection with Client’s Contract and event, including the names of participants, is confidential and for Client’s use only. Such information may not be conveyed to any third party for any purpose.
- "Confidential Information" means information, whether disclosed orally, electronically or in writing, that is designated as confidential or that is information that a reasonable person would be expected to know, based on its nature or the circumstances of its disclosure, is confidential. Confidential Information shall not include information that (i) is or becomes publicly known through no fault of recipient, (ii) was in a party’s possession prior to disclosure by the other party without breach of any legal obligation owed to disclosing party, or (iii) is received from a third party without such party's breach of any legal obligation owed to disclosing party.
- Each party agrees that, in the event a party is exposed to the other party’s Confidential Information, the recipient: (i) will protect Confidential Information from unauthorized disclosure using commercially reasonable care, (ii) will not disclose Confidential Information to any third party (provided that EventXtra may disclose Client’s Confidential Information to any of its Affiliates or to any vendor as necessary for the provision of the Services), and (iii) will not use Confidential Information other than as authorized by the Client’s Contract.
5. Proprietary Rights
- Client acknowledges that EventXtra shall at all times retain all right, title and interest to the Services, the system, and any components thereof, and all modifications, enhancements, derivative works, configurations, translations, upgrades and interfaces thereto, including all intellectual property rights.
- Client also acknowledges that EventXtra or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, related documentation and marketing materials regardless of (a) whether such intellectual property notices appear on the materials or (b) whether such intellectual property notices have been filed / registered with governmental agencies. Nothing in the Client’s Contract will directly or indirectly be construed to assign or grant Client any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.
- Client agrees that Client shall not disclose to anyone any proprietary or confidential information of EventXtra which Client may receive through using of our Services or which Client may have access to on EventXtra’s website, and that Client will not use any such information to compete against EventXtra or reverse engineer our product offerings. No competitors or future competitors are permitted access to our website or Services, and any such access by third parties is unauthorized. Client agrees that Client will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our website or which Client receive through the Services. In addition, Client agrees to pay all reasonable attorney's fees and costs incurred in enforcing these provisions. All intellectual property rights in all materials produced or distributed by EventXtra are expressly reserved and any unauthorized duplication, publication or distribution is prohibited.
- Client hereby agrees to grant EventXtra a royalty-free, perpetual, non-exclusive, non-transferable and irrevocable license to use, copy, duplicate or reproduce, in physical or digital form, the intellectual properties owned by Client including but no limited to any product shot, photo, video, brochure, any form of publications, Client’s brand and trademark for the purpose of performing EventXtra’s obligations under the Client’s Contract. Client hereby also represents to EvantX that the use of intellectual properties shall not infringe the rights of any third party or in breach of any applicable laws.
6. Conditions of Use
- As a condition of Client’s use of our Services, Client may not:
- trespass, break into, access, use or attempt to trespass, break into, access or use any other parts of our servers, and/or any data areas for which Client has not been authorized by us;
- restrict or inhibit any other user from using and enjoying the Service;
- post or transmit any content or information that is unlawful, fraudulent, libellous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable or unreasonable information of any kind, including without limitation any transmissions constituting or encouraging conduct that may or would constitute a criminal offence, give rise to civil liability, or otherwise violate any laws, infringe any third party’s intellectual property right;
- post or transmit anything that may be considered as solicitations, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication, or engage in spamming or flooding;
- post or transmit any information or software which contains a virus, trojan horse, worm, spyware or other harmful component.
- All payments are non-refundable and non-transferrable under any circumstance.
- Unless otherwise agreed in writing, Client shall pay the full invoiced price to EventXtra before the invoice due day or no later than thirty (30) days from the date of invoice, whichever is earlier. Late payment may be subjected to an interest of 2% per month over the outstanding amount.
- Client agrees and acknowledges that in the event that invoice was not settled before the event date, EventXtra reserves the right to forthwith, without further notice, suspense access to Client’s account or impose restriction to the functionality of your account such as limiting the interactive functions for the event, statistic etc. EventXtra shall also be entitled, at its sole discretion, to exercise its rights under Clause 2 of these Terms to recover any amount due from Client.
- Client is responsible for keeping Client’s billing contact and other account information up to date.
- EventXtra reserves the right to amend these General Terms and Conditions from time to time and we will notify Client as soon as practicable for any amendment and the new or revised Terms shall be effective from the date of notification. Nevertheless, amendments to terms set out in the Client’s Contract may not be modified without the express written consent from management personnel of both parties.
- This Agreement shall be governed and construed in accordance with the law of Hong Kong and the parties submit to the exclusive jurisdiction of the Courts in Hong Kong or a jurisdiction as agreed by both parties.
- Client’s Contract constitutes the sole and exclusive contract between the parties and supersedes all prior oral or written, and contemporaneous oral, agreements, promises, representations or understandings. The parties agree that no express or implied warranties, representations or inducements has been made by any party except as set forth herein.
- Client may not transfer or assign any rights or obligations under the Client’s Contract without the prior written consent of EventXtra.
- The parties to this agreement are independent contractors and Client’s Contract will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the others behalf without the other’s prior written consent.
- Failure or delay to exercise any rights under these Terms shall not be construed as waiving such right to act with respect to breaches or subsequent breaches of the Client’s Contract.
- If any provision of these Terms or Client’s Contract is held to be invalid, illegal or unenforceable by any laws or court of relevant jurisdictions, such provision may be removed and the remaining provision will not be affected and shall continue to be in full force.
- In the event of any conflict or inconsistency between these Terms and provisions as set out in the Client’s Contract, the provisions in Client’s Contract shall prevail.
- The execution of Client’s Contract may be signed electronically and shall have the same legal effect validity and enforceability as a manually executed signature to the extent and as provided for in any applicable law.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org
Last updated: 2021-07-07