Approved Attendees & Walk-ins

Client’s Quote may specify a number of approved attendees allowed for a given service level and or price. Client will be billed for any attendees beyond this number at the rate specified in the Quote, or the then current rates for overage if none is specified. Except for price, which may differ, Client agrees that approved attendees incurred beyond the contracted level will be subject to the same terms. For Quote specifying per-event pricing, each event activated in the XperTech System will be counted for billing purposes except events flagged in advance for administrative purposes by XperTech Customer Service.

An approved attendee is defined as a person registering via a registration process created within the system, even if the approved attendee was submitted manually through the back end of the system. Guests registered under a Walk-in will count as an Approved Attendee for billing purposes. Each registration will count as an Approved Attendee for billing purposes from the point of submission, not from the point of approval or confirmation. If a person cancels, the initial registration still counts as an Approved Attendee for billing purposes. Clients agrees that the number of Approved Attendees listed under usage fee in the Quote is the minimum number of Approved Attendees you agree to use and pay. Should you use less than this minimum number, fees due under the Quote will not be reduced. Unused quotas will not roll over to another event or term year.

Cancellation

Any cancellations by the Client will immediately trigger XperTech’s right to, recover as a debt all amounts outstanding under this Agreement (plus sales or similar taxes or duties), and to retain all monies received from the Client. The parties acknowledge that this paragraph provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages XperTech will sustain, which are uncertain and difficult to estimate at this time. If the Client has not fulfilled their payment duties and XperTech should have to terminate the contract, at the Client’s request, and for a period of up to 60 days following the termination, the Client may access the services solely to the extent necessary to retrieve Client materials in the system. Client acknowledges and understands that XperTech has no obligation to retain Client materials after 60 days following the termination of this agreement and reserves the right to delete this data.

Transfer and Assignment

Client may not transfer or assign this contract or any interest in it without the prior written consent of XperTech. The parties to this agreement are independent contractors and this agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties except for the specific items contained herein. Neither party will have the power to bind the other or incur obligations on the others behalf without the other’s prior written consent

Indemnity

Each party agrees to defend, indemnify and hold harmless the other party for any claim, action, cause of action or liabilities which may be asserted by third parties arising out of the performance of either party’s obligations pursuant to this agreement, except for the XperTech misconduct or gross negligence of the other party.

Confidential Information

(a) “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. (b) 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 XperTech 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 this Agreement.

Proprietary Rights

Client acknowledges that XperTech 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 with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant you 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 XperTech which Client may receive through the Services or which Client may have access to on the Site, and that Client will not use any such information to compete against XperTech or reverse engineer our product offerings. No competitors or future competitors are permitted access to the Site 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 Site 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.

Miscellaneous

(a) These terms and conditions of this Agreement may not be modified without the express written consent of the Chairman, Chief Executive Officer or General Counsel of both parties.
(b) Client acknowledges that XperTech 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.
(c) 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. However XperTech only is entitled to waive this right and submit to the jurisdiction of the courts in which the Client’s office is located.
(d) Client is entitled to a non-exclusive right to use the services and the documentation on a subscription basis during the contract term.
(e) The parties agree that no express or implied warranties, representations or inducements have been made by any party except as set forth herein.

Payments

1. Unless otherwise specified in the Quote, subscription fees are determined based on the number of approved attendees designated by Client on the Quote (“Subscription Fees”). Except as specified in the Quote,
   1. Subscription Fees are based on approved attendees purchased and not on actual usage;
   2. Subscription Fees are non-refundable, and
   3. the number of approved attendees cannot be decreased during the initial period identified on the Quote.
2. Client is responsible for keeping Client’s billing, contact, and other account information up to date.
3. Unless otherwise agreed in writing, Client shall pay the full invoiced price to XperTech before the next event day or no later than thirty (30) days once the invoice has been issued by XperTech, whichever date comes first.
4. If for any reason this payment is not successful, failure to pay shall constitute a cancellation of this Contract and outstanding payments will accrue interest at the rate of 2% of the outstanding balance per month.
5. XperTech reserves the right to, upon notice to Client, terminate the Client’s account before the event has happened if payment has not been received in full before the event.
6. All payments are non-refundable.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Grievance officer

If you have any questions about these Terms, please contact us. support@xpertica.net