Terms and Conditions – Exhibitors, Vendors and other Third Parties

[vc_row][vc_column][gem_divider margin_top=”-17.6″ margin_bottom=”115″][vc_column_text]These terms and conditions apply to the use of this website and the EventsPass, Inc. ticketing and registration (EventsPass). By creating an account and an event on the EventsPass platform, you accept these terms and conditions and you agree to be bound by these terms and conditions and EventsPass’ Privacy Policy. If you do not accept these terms and conditions and EventsPass’ Privacy Policy, do not continue to use the EventsPass ticketing and registration platform.[/vc_column_text][gem_divider margin_top=”-17.6″ margin_bottom=”115″][vc_column_text]

1. TERMINOLOGY

In these terms and conditions:

The expressions we, us, our, and EventsPass refer to EventsPass, Incorporated with registered offices in 539 Broadway, Tacoma, WA 98402.
EventsPass’ Website is www.EventsPass.com and any other website notified to you by EventsPass that replaces or is additional to the website.
EventsPass Platform means the web based software platform together with associated plugins, application program interfaces (API’s), sub-modules, services and support infrastructure created and operated by EventsPass that enables the creation of Event Listings, sale and distribution of tickets, acceptance of registrations, and collection, storage and access of data relating to events. The EventsPass Websites are part of the EventsPass Platform.
Event Organizer means a person, corporation or association that uses the EventsPass Platform to sell tickets and accept registrations for an event.
Event Listing means a mini website created by an Event Organizer using the EventsPass Platform which provides information about an event and collects and stores ticketing and registration information.
Listing Content means content an Event Organizer includes in an Event Listing.
Services means any services provided by EventsPass to you in relation to an event, including access to the EventsPass Platform, data capture, and the services as described in paragraph 3.
Sensitive information is data that must be protected from unauthorized access to safeguard the privacy or security of an individual or organization.
User means a person who registers for or acquires tickets for an event through the EventsPass Platform, or who provides data in response to a Vendor Data Capture Question.
Vendor, you and your refer to an exhibitor at, seller of products or services at, or sponsor of an event for which the EventsPass Platform has been used to sell tickets or register to attend.
Vendor Data Capture Question means a question asked of a person attending an event, using the EventsPass Platform, in order to obtain User data relevant to a Vendor.
Your Event means an event for which you are registered as a Vendor on the EventsPass Platform.
Your Event Organizer means an Event Organizer of one of Your Events.

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2. AMENDMENTS TO TERMS AND CONDITIONS

We reserve the right to amend these terms and conditions from time to time by either posting the changes on the EventsPass Website (www.EventsPass.com) or by giving you notice in accordance with paragraph 20. It is your responsibility to check this website for changes before using the EventsPass Platform in relation to a new event. The amendments will not apply to an event if the Event Listing was created before notice of the amendment is given. Your use of the EventsPass Platform following notice will indicate that you agree to be bound by the terms and conditions as amended.

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3. PROVISION OF SERVICES

EventsPass may agree to provide the following Services to Vendors:

the ability to use the EventsPass Platform at Your Events to ask Vendor Data Capture Questions and store the resulting data; and
leasing hardware such as iPads, scanners and other devices to facilitate access control and registration at events, and payment processing systems such as mobile point of sale technology.

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4. FEES AND PAYMENTS

We charge fees for Services as set out in the Schedule of Fees attached to these Terms and Conditions or posted on the EventsPass Website.

Standard ticket fees vary between events and are subject to change. These can be absorbed by the Organizer or passed on to the ticket purchaser at the Organizers discretion.

Taxation:

All applicable taxes are collected on all ticket fees and are remitted to Organizers. It shall be Your responsibility to remit all such collected taxes, including sales and Value Added taxes, to the applicable taxing entities and follow any and all reporting requirements imposed by such taxing entities.

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5. REGISTRATION

To use the EventsPass Platform to obtain Services, you must register as a Vendor. You must provide accurate complete and current information as required by EventsPass’ registration form (Registration Data) and update your Registration Data at all times.

If you are an individual, you must be at least eighteen years old to register as a Vendor.

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6. ACCOUNT PASSWORD AND SECURITY

As part of the registration process, you will create a password and account. You must maintain the confidentiality of the password and security of the account and are fully responsible for all use made of your account unless you can establish to our reasonable satisfaction that the use was unauthorized and did not result from a breach of these Terms. You agree to:

immediately notify EventsPass of any unauthorized use of your password or account or any other breach of security; and
ensure that you exit from your account at the end of each session.

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7. USE OF THE EventsPass PLATFORM

EventsPass grants you a non-exclusive, non-transferable right (without the right to sub-license) to access and use the EventsPass Platform solely for the purposes of collecting, storing and accessing data concerning visitors to Your Events.

You must not:

remove, alter or hide any of the content on the Event’s Website or EventsPass Website or any Listing Content;
attempt to hack, expose vulnerabilities or otherwise interfere with the operation of the EventsPass Platform or an Event Organizer website, or any data stored on it; or
attempt to monitor API calls, network traffic or other data being transmitted to and from the EventsPass Platform.

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8. YOUR DATA

You consent to EventsPass retaining and using any data that you provide to EventsPass, or which is obtained by EventsPass in connection with Your Events from third parties, in accordance with EventsPass’ Privacy Policy. If there is no charge for ticketing at Your Event, the purposes for which that data may be retained and used by EventsPass or its related entities include marketing in accordance with EventsPass’ Privacy Policy, unless this is prohibited by applicable legislation.

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9. CODE OF CONDUCT

You agree to adhere to the following code of conduct in relation to Your Events:

You must comply with all applicable legislation, including all applicable consumer protection laws in the venue state where your event is located.

You must not use the EventsPass Platform:

in a manner that is misleading or deceptive;
to infringe the intellectual property or other legal rights of any person or corporation;
To distribute or publish any material (including a Vendor Data Capture Question) which is obscene, defamatory, threatening or abusive, or to provide links to another website which contains such material;
for any purpose or activity, or in any manner which is unlawful, or to promote any such activity;
To access, store, distribute or use personal information in breach of any applicable legislation, EventsPass’ Privacy Policy, Your Event Organizer’s Privacy Policy or your Privacy Policy if you are required to have one by the privacy laws governing your particular industry or of the venue state in which your event is held;
Without EventsPass’ prior written agreement, to collect from Users any Sensitive Information.
to interfere with or disrupt EventsPass or its business, or those of users of the EventsPass Platform, or their computers, software or hardware, including by the propagation of computer worms and viruses; or
to access any computer or data without authorization.

EventsPass may remove Vendor Data Capture Questions and associated data that it considers do not comply with these Terms and Conditions without prior notice to you.

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10. COPYRIGHT

Copyright in the EventsPass Platform (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by EventsPass. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1976 and similar legislation which applies in your location, and except as expressly authorized by these Terms and Conditions or by EventsPass in writing, you may not in any form or by any means:

adapt, reproduce, store, distribute, print, display, perform, publish or create new works from any part of the EventsPass Platform; or
reverse engineer, decompile, or otherwise try to access the source code, user flows or application architecture of the EventsPass Platform.

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11. WARRANTIES AND LIMITATION OF LIABILITY

EventsPass does not give any express warranties in relation to the EventsPass Platform or the Services, including warranties that:

you, Event Organizers or Users will have continuous access to, or usage of the EventsPass Platform or the Services; or
data stored on EventsPass servers will not be lost or corrupted;
It will be possible to restore your data from EventsPass’ back up media; or
it will be able to prevent unauthorized persons obtaining access to the EventsPass Platform or your Vendor Data Capture Questions and associated data.

Any condition or warranty which would otherwise be implied into these Terms and Conditions is excluded, unless it would be unlawful to do so.

EventsPass’ liability to you in relation to the EventsPass Platform, the EventsPass Website, the Services or these terms and Conditions on any legal basis is limited, to the extent it is lawful to do so, to one or more of the following:

the supplying of the Services again; or
the payment of the costs of having the Services supplied again.

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12. INDEMNITY

You agree to indemnify EventsPass from any claims, damages, costs, expenses and liabilities (including legal costs on an indemnity basis) arising out of or in connection with:

your breach of these Terms and Conditions;
any unauthorized disclosure or use of information obtained through use of the EventsPass Platform or an Event Listing by you, or by use of your account by any person; or
any contract between you and an Event Organizer or a User;

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13. SUSPENSION OF SERVICES AND ACCESS

EventsPass may from time to time without prior notice to you suspend the Services, deny you access to the EventsPass Platform, or delete your Vendor Data Capture Questions and associated data if:

It is necessary to do so due to any technical failure of, or for the upgrading or preventative or remedial maintenance of EventsPass’ computer systems and software;
In EventsPass’ reasonable opinion, and in its sole discretion, your use of the EventsPass Platform or the Services, or one of your Vendor Data Capture Questions is unlawful;
Without EventsPass’ prior written consent you collect, or engage in conduct that is likely to result in the collection of Sensitive Information from Users;
In EventsPass’ reasonable opinion, and in its sole discretion, it is required by law to do so; or
In EventsPass’ reasonable opinion, and in its sole discretion, your use of the Services or the EventsPass Platform adversely affects other Vendors or Users, or the integrity of EventsPass’ computer network.

EventsPass may, on giving you two business days’ notice, suspend your right to use the EventsPass Platform and the Services to create new Event Listings if you breach these Terms and Conditions. Access will not be reinstated until the breach is remedied if capable of being remedied, and any loss, damage, costs and expenses incurred by EventsPass in relation to the breach are compensated in full.

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14. TERMINATION

EventsPass, in its sole discretion, may terminate its agreement with you and your right to use the EventsPass Platform and the Services any time by giving you at least two weeks’ notice. On termination or expiration of EventsPass’ agreement with you it may deactivate, delete or bar your access to your account. EventsPass may also delete all Vendor Data Capture Questions, associated data and files related to your account, unless you have an Event Listing for an event that has not yet taken place (Future Event Listing). If you have any Future Event Listings, EventsPass will not delete them until seven business days after the event takes place, or until EventsPass is satisfied that the event will not take place on the date stated in the Event Listing on the day before notice is given.

Clauses 8, 10, 11 to 14 and 17 survive termination or expiration of your agreement with EventsPass.

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15. SUB-CONTRACTS

EventsPass may sub-contract the performance of its obligations under these Terms and Conditions without obtaining your consent.

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16. NOTICE

Any notice under these Terms and Condition shall be in writing. We may deliver notices to you by receipted mail, or by email to your email address as provided by you to us from time to time. Notice will be treated as given:

in the case of postal delivery, on the date of delivery recorded by the postal authority;
in the case of email, on receipt by the sender of notification that the email has been received by the recipient’s email server,

But if the delivery or receipt is not on a business day or is after 5:00pm on a business day in the place where it is received, the notice shall be considered received at 9:00am on the next business day.

It is your responsibility to notify us of any changes to your contact details.

Any notice from you to us shall be sent in writing to our email address support@EventsPass.com, or another email address notified by us to you.

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17. GOVERNING LAW

This Agreement (and the validity and enforceability of this Agreement) is governed by the law of the State of Washington, without reference to conflicts of law. You submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in the State of Washington.

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Equipment Rental Terms and Conditions:

1. DEFINITIONS

1.1 In these Terms and Conditions unless the context otherwise requires:

(a) Business Day is a normal working day excluding Saturdays, Sundays and State and Federal designated Holidays in the state in which the Equipment is delivered or collected from EventsPass.

(b) Clause means a clause of these Terms and Conditions.

(d) Service means any labor, such as but not limited to graphical design, SMS and email broadcasting, survey design, market research, data analysis, show briefing, and the delivery and pick up of Equipment, performed on behalf of the Customer.

(e) Force Majeure means an act, omission or circumstance over which EventsPass could not have reasonably exercised control.

(f) Sign-off sheet means the sheet containing the client’s approval of the equipment and services offered by EventsPass.

(g) Party means a Party to these Terms and Conditions and its successors, trustees and permitted assigns.

(h) Penalty Interest Rate means the highest interest rate allowable under Usury Laws of the State of Washington.

(i) Rental Period means the period commencing on the date of delivery of Equipment or Commencement Date, whichever is the later; and concluding on the later of:

(i) 5:00 pm on Conclusion Date; or

(ii) If Conclusion Date is not a Business Day, 3:00 pm of the next Business Day after the Conclusion Date; or

(iii) If Equipment is returned damaged, 3:00 pm on the date that Equipment is repaired by EventsPass or the replacement cost of Equipment is paid by Customer.

(j) Sub-clause means a Sub-clause of these Terms and Conditions.

(k) Terms and Conditions means these Terms and Conditions.

(l) EventsPass is defined as EventsPass, Inc. and its associated companies and subsidiaries.

(m) Insurance fee is a charge levied by EventsPass to reduce the level of liability the Customer bears for loss or damage

1.2 Items appearing in bold type in these Terms and Conditions shall be interpreted as defined terms.

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2. INTERPRETATION

2.1 In the Interpretation of these Terms and Conditions unless the context otherwise requires:

(a) Words denoting a person shall include corporations, statutory corporations, partnerships, joint ventures, associations, boards, governments or semi-government agencies or authorities.

(b) Words denoting the singular number shall include the plural number and vice versa.

(d) A reference to a statute or a regulation also refers to any statute or regulation amending or consolidating or re-enacting same.

(e) Money references are references to United States Dollar currency.

(f) Headings used in this Terms and Conditions are for convenience and ease of reference only and are not part of these Terms and Conditions and shall not be relevant or affect the meaning or Interpretation of these Terms and Conditions.

(g) Every obligation, covenant, agreement, condition express or implied in these Terms and Conditions and entered into by more than one Party shall bind them jointly and each of them severally.

(h) If any provision or part provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from such provision or part provision, which shall be deemed deleted.

(i) These Terms and Conditions take precedence over any Sign-off sheet, quotation or any other agreement, verbal or written.

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3. SCOPE

3.1 EventsPass shall provide Equipment and Software for duration of the Rental Period.

3.2 Provided that Customer has not breached any provision of these Terms and Conditions, Rental Period may be extended at the request of Customer at the sole discretion of EventsPass.

3.3 In the event that the Equipment is not returned by the expiration of the Rental Period then at the sole option of EventsPass a further fee shall become due and payable and such shall continue to accrue on the expiration of the renewed Rental Period until the Equipment is returned. In the event that Equipment is returned prior to the expiration of the Rental Period or any extended Rental Period then EventsPass may give a rebate on the Fees but is not obliged to do so. No claim shall be made or maintainable if EventsPass determines not to give a rebate. Nothing in this Sub-clause shall oblige EventsPass to so extend a Rental Period.

3.4 The Customer acknowledges that all delivery and collection times are approximate and late delivery or collection shall not entitle the Customer to terminate this agreement or claim any other form of release against EventsPass.

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4. CUSTOMER’S OBLIGATIONS

4.1 Customer shall:

(a) Pay EventsPass all fees and charges payable including without limitation, Service Fees, Delivery Costs, Collection Costs and Consumables.

(b) Collect and return Equipment from and to the Delivery Address in a method approved by EventsPass.

(c) Make all appropriate enquiries about Equipment’s fitness for the purposes for which it is contracted or used by Customer and shall determine whether Equipment is fit for that purpose and is in a condition suitable for use.

(d) use Equipment only for the purpose for which it is manufactured or designed and in accordance with the manufacturer’s instructions.

(e) keep Equipment insured.

(f) be responsible for any loss or damage to the Equipment, either by fire, theft, vandalism, weather conditions, flood, water or any eventuality whatsoever and shall indemnify EventsPass and hold EventsPass harmless for any loss or damage in fact suffered other than through fair wear and tear in the normal course of use.

(g) clean the Equipment and return it to EventsPass in a clean condition, properly maintained in accordance with the manufacturer’s recommendations.

(h) not sell, charge, pledge or part with possession of Equipment;

(i) keep Equipment at the address specified unless written permission has been obtained from EventsPass to relocate Equipment elsewhere;

(j) keep Equipment in a careful and proper manner, including appropriately charged, and not interfere or tamper with or let anyone else do so;

(k) return Equipment in the same packaging as delivery was made in. EventsPass reserves the right to charge for packaging materials that are not returned.

(l) permit EventsPass its agents or servants to enter the premises where Equipment is located at all reasonable times in order to inspect Equipment or carry out repairs to Equipment. Where the premise is owned or managed by a third party, this may require EventsPass to have special access permissions, such as but not limited to exhibition passes, the supply of which is the responsibility of the Customer

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5. RISK

5.1 Risk for the Equipment passes to the Customer when the Equipment leaves the Premises of EventsPass or, if EventsPass has agreed to deliver the Equipment to the Customer, when the Equipment is delivered to and accepted by the Customer at the Customer’s premises or the Event premises and ceases when the Equipment is delivered into the safe possession of EventsPass at the Premises or, if EventsPass has agreed to collect the Equipment from the Customer, when the Equipment is collected by EventsPass (or its employee or agent) from the Customer’s premises or the Event premises.

5.2 Customer is responsible for the safekeeping of the Equipment and shall bear the risk of any loss, theft, damage or destruction of Equipment.

5.3 In the event that the Equipment requires repair as a result of Customer’s negligence, misuse or abuse, Customer shall bear cost of any such repair including any freight charges.

5.4 Customer shall pay EventsPass the new replacement cost as assessed by EventsPass of the Equipment, which is lost, stolen, destroyed or damaged beyond repair.

5.5 Customer shall pay EventsPass a reasonable refurbishing fee if ownership labels, or other notices affixed to Equipment are removed or defaced.

5.6 Any item of non-expendable material not returned to EventsPass upon cessation of the Rental Period shall be charged to the account of the Customer at full replacement cost or Fifty Dollars ($50) which ever amount shall be the greater.

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6. INSURANCE

6.1 Customer may elect to pay EventsPass an insurance fee, detailed on the Sign-off sheet or invoice.

6.2 Where Customer has paid the insurance fee prior to any loss, theft, damage or destruction of the Equipment, Customer may discharge its obligations as laid out in 5.3, 5.4 or 5.5 by paying the agreed deductible.

6.3 The agreed deductible is Two Hundred Dollars ($200)

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7. MAINTENANCE

7.1 EventsPass shall at its expense provide routine maintenance and recalibration for Equipment and shall use its best efforts to expeditiously repair or replace Equipment that becomes defective during the Rental Period through no fault of the Customer.

7.2 In the event that the Equipment does not operate properly Customer shall immediately notify EventsPass and request instructions before taking remedial action.

7.3 EventsPass may at its option and for such length of time as it deems expedient replace Equipment with another of such type or model as shall for the time being be available and Equipment so substituted shall be subject to these Terms and Conditions. EventsPass shall not be liable if the defect is a result of:

(i) Improper use;

(ii) operation of Equipment other than in accordance with the operating manual;

(iii) modification of Equipment;

(iv) Use of Equipment in an environment other than that for which it was designed;

(v) use of Equipment by a person other than Customer;

(vi) Customer’s failure to allow maintenance of Equipment;

(vii) The serial number or labels being removed or replaced.

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8. LIMITED WARRANTY AND EXCLUSION OF LIABILITY

8.1 EventsPass warrants that each item of Equipment hired is of merchantable quality and reasonably fit for the purpose for which it was designed. All other warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of these Terms and Conditions are excluded.

8.2 Where legislation implies in these Terms and Conditions any condition or warranty and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or the exercise of or liability under such term, such term shall be deemed to be included in these Terms and Conditions. However, excluding claims in relation to personal injury and death the liability of EventsPass for any breach of such term shall be limited, at the option of EventsPass, to any one or more of the following:

(a) if the breach related to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and

(b) if the breach relates to services the supplying of the services again; or the payment of the cost of having the services supplied again.

8.3 Subject only to Clause 8.2, excluding claims in relation to personal injury and death EventsPass shall not be under any liability to Customer in respect of any loss or damage (including, without limitation, consequential loss or damage) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect to the supply of goods or services pursuant to these Terms and Conditions or the failure or omission on the part of EventsPass to comply with its obligations under these Terms and Conditions including, without limitation, negligence.

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9. TITLE

9.1 EventsPass retains all rights, including without limitation any intellectual property rights, and title in Equipment.

9.2 Customer acknowledges that its use of any Software accompanying the Equipment rented, such as but limited to Apple iOS, that is not involved in data capture, qualifying and tracking, is governed by its own License Agreement.

9.3 The use of any Software supplied by EventsPass is subject to the Terms and Conditions of the relevant End User License Agreement which is incorporated into these Terms and Conditions.

9.4. EventsPass makes no claim to the title of any data captured during Service or Hire. Any data so captured with be deleted upon return of Equipment and may not be recoverable.

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10. PURCHASE OF EQUIPMENT

10.1 In the event that the Customer seeks to purchase the Equipment and EventsPass agrees to sell the Equipment the property therein shall not pass until and unless all Service Fees and the purchase price have been received by EventsPass and the payments shall be applied first in reduction of Service Fees and second on account of the purchase price. Fees shall continue to accrue until the full purchase price has been paid.

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11. FORCE MAJEURE

11.1 EventsPass shall not be liable for any delay or failure to perform its obligations if such a failure or delay is due to Force Majeure.

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12. WAIVER

12.1 No right of EventsPass shall be deemed to be waived except by notice in writing from EventsPass.

12.2 Any failure by EventsPass to enforce any clause of these Terms and Conditions, or any forbearance, delay or indulgence granted by a Party will not be construed as a waiver of EventsPass’ rights.

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13. NOTICES

13.1 Notices under these Terms and Conditions may be delivered by hand, by mail, facsimile or e-mail to the address set out in the Sign-off sheet.

13.2 Notices shall be deemed given, in the case of:

(a) hand delivery, upon written acknowledgment of receipt by an officer or other duly authorized employee, agent or representative of the receiving Party;

(b) Mailing, three days after being sent;

(d) E-mail, immediately after being sent.

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14. FEES

14.1 Customer shall pay EventsPass the Service Fees on delivery, in advance or as per agreement noted on the formal quotation or seven (7) days from the date of invoice without withholding, deduction or offset of any amounts for any purpose.

14.2 If Customer elects to take insurance on equipment, Customer shall pay EventsPass the insurance fee on delivery, in advance or as per agreement noted on the formal quotation or seven (7) days from the date of invoice without withholding, deduction or offset of any amounts for any purpose.

14.3 EventsPass may increase its Service Fees at any time upon thirty (30) days notice to Customer.

14.4 Except to the extent stated to the contrary in a Sign-off sheet, Service Fees are exclusive of taxes, duties, fees or other government levies or charges that may be imposed on or in respect of the Equipment. Such taxes, duties, fees or other government charges shall to the extent permissible by law be paid by Customer to EventsPass.

14.5 Customer shall pay EventsPass interest at the Penalty Interest Rate on all overdue amounts from the due date until payment is made.

14.6 If any payment owing to EventsPass is not made within seven (7) days of the due date, or as per agreed period noted on formal quotations, EventsPass may, without further notice to Customer, suspend further services or its remaining obligations to Customer under these Terms and Conditions.

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15. TERMINATION

15.1 Without limiting the generality of any other clause in these Terms and Conditions, EventsPass may terminate these Terms and Conditions or any Sign-off sheet immediately by notice in writing if:

(a) any payment due from Customer to EventsPass pursuant to these Terms and Conditions remains unpaid for a period of seven (7) days;

(b) Customer breaches any provision of these Terms and Conditions and such breach is not remedied within 14 days upon receipt of notice by EventsPass as defined by clause 12 herein;

(d) Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; Customer, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; Customer being a natural person, dies; or Customer ceases or threatens to cease conducting its business in the normal manner.

15.2 If these Terms and Conditions or any Sign-off sheet is terminated then EventsPass may in its sole discretion:

(a) Retain all moneys paid, which is agreed to be a genuine estimate of part of EventsPass’ loss and damage suffered;

(b) charge a reasonable sum for Equipment supplied in respect of which no sum has been previously charged;

(d) enter upon the premises of Customer, the consent to which is hereby granted by Customer, and repossess the Equipment. All such reasonable costs of repossession are the responsibility of Customer and shall be added to Service Fees.

(e) pursue any additional or alternative remedies provided by law.

15.3 The covenants, conditions and provisions of these Terms and Conditions that are capable of having effect after the expiration of these Terms and Conditions shall remain in full force and effect following the expiration of the Terms and Conditions.

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16. ENTIRE AGREEMENT

16.1 These Terms and Conditions constitute the entire agreement between the parties for the subject matter referred to in these Terms and Conditions. Any prior arrangements, including without limitation, verbal arrangements, agreements, representations or undertakings are superseded.

16.2 No modification, variation or alteration of any provision of these Terms and Conditions shall be valid except in writing signed by each Party.

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17. GOVERNING LAW

17.1 These Terms and Conditions will be governed by and construed according to the law of the State of Washington, without references to conflicts of laws.

17.2 The parties irrevocably submit to the exclusive jurisdiction of the Courts of the State of Washington.[/vc_column_text][gem_divider margin_top=”-17.6″ margin_bottom=”115″][/vc_column][/vc_row]