1. Payments: Client shall pay the full Contract price within five (5) days of acceptance of this Contract by EventXtra whereupon payment is due and must be paid in accordance with the terms herein. Failure to pay shall constitute a cancellation of this Contract by the Client and will immediately trigger EventXtra right to recover the entire balance of the Contract. All payments are nonrefundable.
2. Cancellation: Any cancellations by the Client will immediately trigger EventXtra 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 EventXtra will sustain, which are uncertain and difficult to estimate at this time.
3. Transfer and Assignment: Client may not transfer or assign this Contract or any interest in it without the prior written consent of EventXtra
4. 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 EventXtra misconduct or gross negligence of the other party.
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. Time is of the essence in relation to payments under this Contract.
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 EventXtra only is entitled to waive this right and submit to the jurisdiction of the courts in which the Client’s office is located.
d. All information supplied by EventXtra in connection with this Contract and event, including the names of participants, is confidential and for Client use only. The parties agree that such information may not be conveyed to any third party for any purpose. All intellectual property rights in all materials produced or distributed by EventXtra is expressly reserved and any unauthorized duplication, publication or distribution is prohibited.
e. All intellectual property rights in all materials produced or distributed by EventXtra is expressly reserved and any unauthorized duplication, publication or distribution is prohibited.
f. Client information is kept on EventXtra database and used by EventXtra to assist in providing selected products and services which maybe of interest to the Client and which will be communicated by letter, phone, fax,(inc. Automatic dialling) email or other electronic means. For training and security purposes telephone calls maybe recorded.
g. This Contract constitutes the sole and exclusive Contract between the parties and supersedes all prior oral or written, and contemporaneous oral, Contracts, promises, representations or understandings. The parties agree that no express or implied warranties, representations or inducements have been made by any party except as set forth herein.