This contract covers a one year period unless terminated in accordance with the paragraph below.
Description of Services
ePly provides organizations with online event registration services (the “Services”). These Services allow event participants to register and pay for events online and for the Client to access the registration data via the ePly website.
ePly owns all right, title and interest of all websites associated with ePly’s business and all components that make up the online registration Services. Clients may only use the Services as described within this contract.
Responsibility for Password
ePly will provide the Client with a password and event id to access the collected data. The Client is responsible for maintaining the confidentiality of the password and is fully responsible for all activities that occur using the password. ePly will not be liable for any loss or damage arising from the Client’s failure to comply with this responsibility.
Privacy and Personal Information
ePly will provide the Client technical support relating to the use of the Services via email and telephone between the hours of 7am and 6pm Pacific Standard Time. ePly is not responsible for providing technical support to event participants. ePly reserves the right to establish reasonable limitations on the extent of technical support.
Pricing and Payment
ePly will invoice the client for all fees. Invoices are due upon receipt. Amounts 30 days or more past due will accrue interest at the rate of 1.5% per month. If ePly requires use of collection agencies, attorneys, or courts of law for collection on the Client’s account, the Client shall be responsible for those expenses. ePly may change any of the Fees upon the commencement of any renewal Term by giving thirty (30) days-notice to Client, which may be given in writing or by email to the address on file. It is the Client's responsibility to keep their account information current. ePly is not responsible for notices that are undeliverable due to Client's account information not being current.
Additional work not described in this contract or work that the Client asks ePly to do to help with set up, special customization or other programming will be billed at a rate of $125.00/hour. Before proceeding with any chargeable work, ePly will quote a time estimate or a fixed price and outline the work to be done in an email. The Client will be asked to reply to the email accepting the charges before the work is started.
The Client will not be billed for fraudulent or duplicate registrations provided they are deleted from the database. ePly determines the registration count on the second day of each month. The Client is responsible for paying for all other registrations.
Client Using Own Online Merchant Account
The Client is responsible to open and/or maintain the required merchant and gateway company accounts and pay all associated fees and handle directly all chargebacks, refunds and other payment related issues. ePly’s responsibility is limited to linking the online registration form to the gateway company and setting up the database to record the result of the transactions.
Email Invitation System
The Client is only permitted to use ePly’s email system to invite contacts to register for an event where the ePly system is being used to handle the registrations or to directly communicate with contacts who are already registered in the ePly system provided that the email list complies with ePly’s Anti-Spam Policy at https://www.eply.com/anti-spam-policy. Use of the email system is monitored and using it for any other purpose such as to send newsletters or other marketing material will result in the Client’s emailing privileges being suspended. ePly reserves the right to remove any uploaded contacts from the invitation system without notice after an account has not had a live registration form for more than 30 days.
Compliance; Responsibility For Registrants.
Client shall comply with all terms of this Agreement, including without limitation the representation and warranty restrictions contained below, and shall ensure that all of Client's registrants and clients comply with the terms of this Agreement. Client shall comply with all applicable, international, federal, state/provincial and local laws and regulations, and will respect and not violate the rights of third parties (including any intellectual property rights of a third party in any Client Content and any and all privacy laws), in the performance of its obligations hereunder. Client represents and warrants that it will not provide or upload any materials, including the Client Content, to ePly or the Services that actually, or could potentially, violate a third party's intellectual property rights. Client is responsible for all acts or omissions of its registrants. Client will immediately notify ePly if Client becomes aware of any violation of the terms of this Agreement by Client or any of its registrants or clients.
License To Client Materials.
Client hereby grants to ePly a non-exclusive, worldwide, royalty-free, irrevocable (for the term), fully-paid, sublicensable license for the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, process and otherwise use the Client Content as necessary to render the Services to Client under this Agreement. "Client Content" means all text, pictures, sound graphics, video and other data including personal data as defined under the General Data Protection Regulation or copyrightable material, whether owned by Client or a third party, supplied by Client to ePly to be included in the Services, as such materials may be modified from time to time. Client shall cause its registrants' to assign to ePly the same rights and privileges that Client has granted to ePly.
Information concerning the business affairs, finances and methods of operation and other confidential topics of either party (collectively “Confidential Information”) shall be kept confidential by both parties and not disclosed unless (a) such information becomes publicly available (b) written permission is granted by the owner of the information (c) in response to a valid court order or governmental order, or (d) required by law.
ePly or the Client shall have the right to terminate this Agreement with 60 days prior written notice or upon the occurrence of either of the following events: (a) either party breaching or failing to perform any provisions of this Agreement and the same is not cured within thirty (30) days after receipt of notice in writing specifying such breach; or (b) either party’s failure to pay when due any monies owed hereunder and such failure to pay continues for greater than thirty (30) days. No monies, except for those that were collected for or on behalf of Client that are in excess of any monies due to ePly shall be returnable or refundable upon termination of this Agreement for any reason, whether such termination is by the Client or ePly. This includes any setup/maintenance fees charged by ePly. Rights and obligations, which by their nature would be expected to survive, will survive the term ending or any termination of this Agreement.
Each provision of this Agreement shall be severable. If any provision of it is illegal or invalid, the illegality or invalidity shall not affect the validity of the remainder of this Agreement.
This agreement, and the terms and documents incorporated by reference, constitutes the entire agreement between ePly and the Client for the event described above. Any previous agreement or negotiations between ePly and the Client are
superseded by this Agreement.
This Agreement shall enure to the benefit of and be binding on the respective heirs, executors, administrators and assigns of each of the parties to it.
Neither this Agreement nor any of the Clients rights or responsibilities may be assigned, subcontracted or otherwise transferred without ePly’s prior written consent. Any attempted assignment, subcontract or transfer will be considered a material breach of this Agreement.
DISCLAIMER OF WARRANTIES
THE SERVICES, INCLUDING ALL CONTENT AND CLIENT CONTENT INCORPORATED IN THE SERVICES AND TECHNOLOGY USED TO PROVIDE THE SERVICES (INCLUDING ANY TECHNOLOGY, SOFTWARE, OR HARDWARE PROVIDED BY A THIRD PARTY), ARE PROVIDED "AS-IS" AND "WITH ALL FAULTS." ePly DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT WITH RESPECT TO THE SERVICES AND ANY TECHNOLOGY, SOFTWARE, OR HARDWARE PROVIDED BY A THIRD PARTY. ePly DOES NOT WARRANT THAT THE USE OR OPERATION OF THE SERVICES OR THE ePly WEBSITE WILL BE WITHOUT INTERRUPTION, SECURE OR ERROR-FREE.
LIMITATION OF LIABILITY
ePly, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, COSTS, OR EXPENSES RELATING TO (A) THE CLIENT CONTENT, (B) THE RESULTS THAT MAY BE OBTAINED OR DECISIONS MADE USING ANY PART OF THE SERVICES, OR (C) ANY DAMAGES RESULTING FROM UNAUTHORIZED THIRD PARTY MISUSE OF THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL ePly BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF DATA OR INFORMATION OR LOST PROFITS, RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING THE USE OF, OR INABILITY TO USE ANY OF THE SERVICES, OR ACTION OR INACTION WITH RESPECT TO THE WEBSITE, EVEN IF ePly IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. ePly AND CLIENT'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED FIFTY-PERCENT (50%) OF THE TOTAL AMOUNT PAID BY CLIENT TO ePly UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO WHEN THE LIABILITY ARISES. ALL LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
Indemnity from Client
Client shall defend and hold harmless ePly and/or its shareholders, officers, directors, attorneys and employees (each, an "ePly Indemnified Party") from and against any third party claim, suit, damage, action, or proceeding brought against any ePly Indemnified Party, and Client agrees to indemnify ePly against any damages and costs (including reasonable attorney's fees) incurred by any of the ePly Indemnified Parties which arise out of, result from or are related to: (i) any breach by Client of this Agreement; (ii) the results obtained, products obtained, transactions attempted or processed, or decisions made by Client or any of its users of any Service; (iii) any act, omission, misuse or use of any portion of the Services by Client or any of Client's registrants; (iv) the Advertisements; (vi) any breach of any privacy laws or (vii) any claims of infringement of any copyright, patent or trade secret or other proprietary rights arising from the Content, Client Content, or from any unauthorized modification, enhancement or misuse of any Service by Client. If the Client receives payment services, the Client will additionally indemnify, defend and hold harmless the Indemnified Parties from and against any and all claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) either arising out of or relating to (i) the sale or use of any product or service sold by Client, (ii) claims brought or damages suffered by any third party relating to Client's or its agent's misuse of the Payment Services, (iii) claims by credit card holders that their credit cards were charged by Client without authorization, (iv) Client's breach of any third-party terms incorporated into this Agreement by reference; or (v) revocation of Payment Services. Client shall not settle any such claim without ePly's prior written consent. ePly shall promptly notify Client in writing of any claim arising or potentially arising under this indemnity.
Indemnity by ePly
ePly shall defend and hold harmless Client and/or its shareholders, officers, directors, attorneys and employees (each, a "Client Indemnified Party") from and against any third party claim, suit, damage, action, or proceeding brought against any Client Indemnified Party, and ePly agrees to indemnify Client against any damages and costs (including reasonable attorney's fees) incurred by any of the Client Indemnified Parties which arise out of, result from or are related to: (i) any breach by ePly of this Agreement; (ii) any act, omission, misuse or use of the Content or Client Content; or (iii) any claims of infringement of any copyright, patent or trade secret or other proprietary rights arising from the Services. Client shall promptly notify ePly in writing of any claim arising or potentially arising under this indemnity.
Cooperation with ePly and Authorities
Each party will cooperate with law enforcement and other authorities in investigating claims of illegal activity or suspected illegal activity or violations of law. In addition, Client shall cooperate with ePly in any corrective action that ePly deems necessary to correct and prevent impermissible use of ePly' Services by any of Client's end users, including without limitation, providing ePly with all information necessary to investigate the suspected violation. In addition, ePly may disclose information transmitted over its facilities where necessary to protect ePly and its customers from harm, or where such disclosure is necessary to the proper operation of ePly' Services.
Governing Law; Enforcement of Agreement
This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia, Canada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the British Columbia Court.
Neither ePly nor our customers shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: computer and internet viruses, fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labour unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers. No delay or failure to perform shall be excused under this Section by the acts or omissions of ePly’s subcontractors, vendors or suppliers unless such acts or omissions are themselves the product of a force majeure condition described in this above.
The headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.