Terms And Conditions

This Agreement (“Agreement”) is between EPT (“epttool.com, epttool or “we” or “us”), and “your name” and any affiliated organization (“you” or “your”). EPT agrees to provide you the Services (as defined below) in connection with your event (the “Activities”), subject to the following terms and conditions. We may periodically change the Terms and Conditions, so please check back from time to time. By using this Site, you agree to these Terms and Conditions.

Services

We will provide you with information distribution and online registration services (the “Services”) in connection with the Activities and you agree to provide us with information requested by us relating to your Activities.

License to Intellectual Property/Promotion

a. EPT shall retain all right, title and interest in and to its software, trademarks, service marks, logo and trade names worldwide (“Intellectual Property”) subject to a limited, non-exclusive, non transferable license to you necessary to perform this Agreement. You shall use the Intellectual Property only as provided, and shall not alter the Intellectual Property in any way, or act or permit action in any way that would impair EPT’s rights in its Intellectual Property. You acknowledge that your use of the Intellectual Property shall not create in you or any other person any right, title or interest in or to such Intellectual Property. Any goodwill accruing from the use of the Intellectual Property shall inure solely to the benefit of Active.

b. EPT hereby grants to you a limited, non-exclusive, non-transferable license to display, reproduce, distribute and transmit in digital form its name and logo in connection with promotion of the Services. You hereby grant to EPT a limited non-transferable license to use, display, reproduce, distribute, modify and transmit in digital or printed form information provided by you relating to your organization, including your organization’s name, trademarks, service marks and logo, in connection with the implementation and promotion of the Services and the promotion of your organization.

c. You will make best efforts to promote and encourage adoption of the Services as the preferred means of registration for the Activities. You shall display EPT’s name and logo in any newsletters, marketing materials, printed registration forms, mailings and websites provided by you to prospective participants and promote the availability of online registration.

Information Security

You will be responsible for protecting the privacy and security of any information that you retrieve from our servers and shall indemnify and hold harmless EPT for any claims arising from unauthorized or illegal use or dissemination of such information.

Disclaimer of Warranty/Limitation of Liability

EPT expressly disclaims any warranty that the use of its Intellectual Property or the Services will be uninterrupted or error free or that the specifications will meet your requirements. The Intellectual Property and Services are provided to you on an “AS-IS” basis without warranties of any kind, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose. EPT total liability under this Agreement is limited to the amount of Fees collected hereunder.

Term and Termination

The term of this Agreement shall be for one (1) year from the date set forth below. Either party may terminate this Agreement upon a material breach by the other party if such breach is not cured within thirty (30) days following written notice to the breaching party. All applicable terms and conditions shall survive the termination or expiration of this Agreement.

Representations and Warranties

Each party represents and warrants that it has the necessary and full right, power, authority and capability to enter into this Agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments or any applicable federal, state and local law or regulation; and that to its knowledge the marks, logos and intellectual property licensed to the other party herein do not violate the proprietary rights of a third party.

Indemnification

Each party shall indemnify and hold harmless the other party and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that: (i) it is based upon the indemnitor’s breach of a representation, warranty or obligation hereunder; (ii) it arises out of the indemnitor’s negligence or willful misconduct; (iii) it is based upon the indemnitor’s violation of any applicable federal, state or local law or regulation; and (iv) you shall indemnify and hold harmless EPT against any claim or cause of action to the extent that it is based on injury to a participant in any of your Activities.

Arbitration

Any controversy or claim arising out of or relating to this agreement shall be settled by binding arbitration in accordance with the American Arbitration Association (AAA) rules then in force and effect. The arbitration shall take place in Suffolk County, Long Island New York he arbitrator or arbitrators shall apply the substantive law of the State of New York Judgment on the award rendered by the arbitrator or arbitrators may be entered in any court of competent jurisdiction.

Miscellaneous

Any notices shall be in writing by fax or airmail. Neither party may assign its rights or obligations arising out of this Agreement without the other party’s prior written consent, except that EPT may assign this Agreement in connection with any sale of all or substantially all of its assets or any other transaction in which more than fifty percent of its voting securities are transferred. This Agreement shall be governed by the laws of the New York. This Agreement contains the entire understanding of the parties regarding the subject matter and can only be modified by a subsequent written agreement executed by both parties.