– Last Updated July 2014
Description of Services
ePly provides organizations with online event registration 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. The features included in the service are listed at –http://www.eply.com/features.
When ePly is hired to set up an online form, three rounds of changes are included in the quoted set up fee. After three rounds of changes ePly may quote a price to make additional changes.
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.
ePly will provide the Client technical support relating to the use of the Services via email and telephone between the hours of 8am 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.
ePly will email an invoice or charge a credit card for the setup fee after the first draft of the form has been sent to the client unless the setup fee was paid using the online Start Now form.
ePly will email an invoice or charge a credit card at the end of each month for the per registration fees, credit card processing fees and any other applicable billing.
All 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.
Additional work not described in the quote and/or changes that are requested after the Client has approved the design/layout of the online form or has authorized the form to be made live will be billed at a rate of $125.00/hour. If requested by ePly, a non-refundable deposit is required before work begins.
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.
Clients Using Own Online Merchant Account (If Applicable)
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. ePly charges a one time integration fee per account.
Integrated Email Invitation System
The Client is only permitted to use ePly’s email system (available under the contacts tab in the 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. 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. All emailing must be in compliance with ePly’s anti-spam policy. 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.
Outside Email Marketing System
Disclaimer of Liability and Indemnification
ePly will make reasonable efforts to provide the services described above. The Client hereby agrees to waive any and all claims for any direct or indirect, special, incidental, consequential or punitive damages or breach of lost profit the Client has or may in the future have against ePly, its employees, agents, independent contractors and representatives, in connection with the use of the services of ePly. Furthermore, the Client hereby covenants and agrees to indemnify and save harmless ePly, its heirs, executors, administrators, successors and assigns, from any and all loss, damage, cost, expense or liability of whatever kind and nature which ePly may sustain or incur by reason or in consequence of: (i) the collection of credit card information by ePly for the Client pursuant to this agreement; and (ii) the failure of the Client to perform any of the covenants, agreements, conditions and provisos contained in this Agreement or arising from the cancellation or postponement of the event or the failure of the Client to fully compensate ePly in respect of any and all processing fees, credits and refunds, chargebacks, holdbacks or other amounts owing to ePly pursuant to the terms of this Agreement.
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.
ePly will provide all services hereunder on a professional best efforts basis and will complete all tasks in a diligent and expeditious manner. ePly commits to designing and programming the online system to function as described in this Agreement. Neither this Agreement nor any documentation furnished under it is intended to express or imply any warranty that the online registration services will be uninterrupted or error-free or that the ePly website will provide uninterrupted or error free service. The Client acknowledges that ePly does not commit to supporting or specifying any particular browsing or operating platform, and that ePly has the right at any time to modify its website, add/or alter features and functions of the online registration services without notice to the Client.
Third Party Providers
ePly uses third party providers and provides no warranty and accepts no liability for losses/failures resulting from non performance or failures of those providers.
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.
Right to Refuse
ePly reserves the right in its sole discretion to refuse service at any time.
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.