As used herein, “Work Products” means those computer software products produced by Webevents which are identified in an Order Form, and “Order Form” means a written or electronically submitted purchase order for computer software license which is accepted by Webevents.

Upon acceptance of an OrderForm by webevents, Client will be granted, subject to the terms and conditions of this Agreement, a nontransferable and nonexclusive license to use the Work Product, optional features, if any, and related materials (collectively the “Work Product”) described in the Order Form(s). This Agreement applies to all documentation, training materials, and enhancements embodying or related to the Work Product and any subsequent versions or releases of the Work Products which may be delivered to Client and the definition of Work Product includes all such code, documentation, materials and enhancements. The license granted will be valid from the date of delivery of the Work Product to Client for the term set forth in the Order Form, and for any renewals authorized in the Order Form or by written agreement of the parties, conditioned on Client’s performance of its duties under this Agreement and the Order Form and timely payment of any valid invoices issued by webevents and any other amounts due and payable to webevents.

TERMS OF THIS AGREEMENT:

1. Definitions.
In addition to other terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

(a) “Documentation” means the end-user instructions for use and operation of the webevents Products delivered contemporaneously with the webevents Products.
(b) “Fees” means all fees payable by Client to webevents under this Agreement in Australian currency.
(c) “Licenses” mean all licenses granted to Client under the Section entitled "webevents Products License Grant."
(d) “Subscription Term” means the period during which a Client contracts with webevents to provide event registration services.
(e) “webevents Products” means the following webevents Products, including any Updates set forth on Exhibit A (if applicable).
(f) “Services” means all services provided by webevents under this Agreement.
(g) “Updates” mean all revisions, patches, fixes, new releases and other improvements to the webevents Products provided to Client under this Agreement or any other agreement between the parties, in the sole discretion of webevents.
(h) “Work Product” means all modifications, revisions, and derivative works of the webevents Products and other deliverables produced by webevents under any Services Exhibit or otherwise.

2. webevents Products License Grant.
During the (“Subscription Term”) set forth on the Order Form page and subject to the terms and condition of this Agreement, webevents grants to Client a limited, nontransferable, nonexclusive right and license: (i) to use the webevents Products solely for the purposes of providing event management information and registration; (ii) allow access to the functionality of the webevents Products via standard Internet browser; (iii) without any further right to use, sublicense, distribute, transfer or transmit the webevents Products. The License(s) granted to Client under this Agreement are conditioned upon the timely payment of all applicable Fees by Client. Except as set forth on Exhibit C (if applicable), Client understands and acknowledges that the webevents Products will reside on the hardware of webevents or its agents and that Client will not have physical copies of the webevents Products.

3. Ownership; Reservation of Rights.
All webevents Products, Documentation and Work Product are licensed and not sold to Client. webevents reserves all rights not expressly granted herein. Without limiting the foregoing, all ownership rights in and to the webevents Products, Documentation and Work Product (and all copies thereof) shall solely vest in and be the property of webevents. No implied license or right of any kind is granted to Client regarding the webevents Products, Documentation or Work Product. Except as expressly provided herein, Client shall not and shall not allow third parties to reproduce, copy, market, sell, distribute, lease, transfer, translate, modify, adapt, disassemble, decompile or reverse engineer the webevents Products, Documentation.

4. Fees and Payment.
(a) Client shall pay the Setup Fees set forth on the Order Form(s) to webevents upon execution of this Agreement.
(b) Client shall pay all Professional Services Fees and Custom Development Fees as determined in accordance with a Statement of Work signed by both parties.
(c) All Registration Fees are due and payable within seven (7) days of receipt of the invoice. webevents will assess a late payment Fee equal to the lesser of one and one-half percent (1-1/2%) of the unpaid amount or the highest interest rate allowed by applicable law for each succeeding thirty (30) day period or portion thereof in which Fees are not paid in full.
(d) All Fees are exclusive of any taxes, assessments or duties that may be assessed upon the webevents Products, Documentation, Services or licenses granted under this Agreement, including, without limitation, sales, use, excise, value added, personal property, electronic/Internet commerce, export, import and withholding taxes. Client shall directly pay any such taxes assessed against it, and Client shall promptly reimburse webevents for any such taxes payable or collectable by webevents. Such taxes do not include taxes based upon webevents’s income.

5. Confidentiality.
(a) The parties acknowledge that the webevents Products, Documentation and Work Product contain Proprietary Information of webevents. Client acknowledges and agrees that the webevents Proprietary Information shall remain the sole and exclusive property of webevents. webevents acknowledges that the content provided by Client for use in the database of the webevents Products ("Client Content") contain Confidential Information of Client. webevents acknowledges and agrees that the Client Content shall remain the sole and exclusive property of Client. Client hereby grants webevents a license to display, reproduce, transmit and distribute the Client Content solely for the purposes of this Agreement.
(b) The disclosure of the Proprietary Information to the recipient does not confer any license, interest, or rights of any kind in or to the Proprietary Information, except as provided under this Agreement. Each party shall protect the Proprietary Information of the other party with the same degree of protection and care it uses to protect its own Proprietary Information, but in no event less than reasonable care. With regard to Trade Secrets, the obligations in this Section shall continue for so long as such information continues to be a Trade Secret. With regard to Confidential Information, the obligations in this Section shall continue for the term of this Agreement and for four (4) years thereafter.
(c) Nothing in this Section shall prohibit or limit the use of information if (i) at the time of disclosure hereunder such information is generally available to the public; (ii) after disclosure hereunder such information becomes generally available to the public, except through breach of this Agreement; (iii) such information was in its possession prior to the time of disclosure and was not acquired directly or indirectly from webevents or its affiliates; or (iv) the information becomes available from a third party which is not legally prohibited from disclosing such information, provided such information was not acquired directly or indirectly from the disclosing party or its affiliates.
(d) For the purposes of this Agreement, (i) “Proprietary Information” means Trade Secrets and Confidential Information; (ii) “Trade Secrets” means trade secrets as defined under Australian law, and (iii) “Confidential Information” means information that is of value and is treated as confidential other than Trade Secrets. Without limiting the foregoing, all pricing information contained in this Agreement shall constitute Proprietary Information.
(e) Neither party shall disclose the terms of this Agreement except (i) as required by applicable law or regulation, (ii) to its employees and agents with a need to know such terms, or (iii) in connection with a potential merger or sale of all or substantially all of its assets; provided that the receiving party agrees in writing to be bound by the restrictions of this Agreement.

6. Indemnification.
(a) Subject to the terms of this Agreement, webevents shall indemnify and hold Client harmless against any damages, cost and expenses arising out of any suit, claim, or proceeding (collectively referred to as a "Claim") alleging that the webevents Products, Documentation or Work Product infringes a presently issued Australian patent or copyright, trademark, or trade secret enforceable in Australia; provided that (i) Client promptly notifies webevents in writing of any such Claim; (ii) Client makes no admission of liability and gives webevents sole authority, at its expense, to direct and control all defense, settlement or compromise negotiations; (iii) Client provides webevents with full information and assistance that may be reasonably required to defend any such Claim; and (iv) the Claim proceedings take place in Australia webevents shall have no obligation or liability with respect to any Claim based upon (i) any webevents Products, Documentation or Work Product which has been altered, modified or revised, or (ii) the combination, operation or use of any webevents Products, Documentation or Work Product with products not furnished by webevents when such combination is part of any allegedly infringing process.
(b) (b) If the webevents Products, Documentation or Work Product become, or in webevents's opinion is likely to become, the subject of a Claim, webevents may (i) procure for Client the right to continue using the same, or (ii) provide Client a replacement or modification thereof that is non-infringing. If neither of the foregoing alternatives is reasonably available to webevents as determined by webevents, then webevents may terminate this Agreement upon thirty (30) days written notice to Client, and webevents shall refund the Fees received by webevents attributable to the infringing webevents Products, Documentation or Work Product within the previous thirty (30) days. The foregoing states the entire liability of webevents with respect to indemnification for patent, trademark, copyright and trade secret infringement hereunder.

7. Limitation of Liability.
(a) Neither webevents nor its officers, directors, employees, shareholders, agents, licensors, resellers or representatives shall be liable for any incidental, indirect, special, exemplary or consequential damages, including, but not limited to, damages or costs incurred as a result of loss of time, loss of savings, loss of data, loss of profits, cost of replacement goods, webevents Products or services, or loss of goodwill, whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement, including, but not limited to, damages or costs resulting from the use of or inability to use the webevents Products, Services or Documentation, even if webevents has been notified of the possibility or likelihood of such damages occurring, regardless if such damages are based in contract, tort, warranty, negligence, strict liability, products liability or otherwise.
(b) In no event will the total liability of webevents for any damages incurred by Client ever exceed the Fees actually paid by Client to webevents under this Agreement, regardless of the form of action, whether based in contract, tort, warranty, negligence, strict liability, products liability or otherwise.

8. Term and Termination.
This Agreement shall be effective as of the Effective Date and shall remain in effect for the Subscription Term unless earlier terminated as provided below. In the case of negotiated volume license contract, webevents shall send Client a notice of renewal at least thirty (30) days prior to the end of the Subscription Term. Such notice of renewal will indicate the license fees owed for a twelve (12) month renewal of the Subscription Term. Client’s payment of such license fees will indicate Client’s desire to renew the licenses hereunder for a successive twelve (12) month term. During any such Renewal Term, all the terms of this Agreement shall apply. Without prejudice to any other remedies, the parties shall have the right to terminate this Agreement as provided below:
(a) if the other party commits a material breach of this Agreement and such breach remains uncured thirty (30) days after written notice of such breach is delivered to the other party including, without limitation the failure to pay any Fees due;
(b) immediately upon breach by either party of any obligations set forth in Section 2,3 or 5; or
(c) by either party if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy or insolvency.

9. Client Content.
(a) Except to the extent Client is entitled to indemnification under Section 5.a. above, Client will defend or settle, at its expense, any action brought or allegation made against webevents to the extent that it is based upon (i) a claim that any materials provided by Client to webevents under this Agreement, infringes any patent, copyright, trade secret or other proprietary or intellectual property right, or (ii) Client’s use of the webevents Products, Documentation or Work Product, including, but not limited to, claims that webevents is liable for contributory infringement of a copyright, patent, trade secret, or other proprietary or intellectual property right of a third party, or that webevents is liable in tort or under statutory liability for defamation, invasion of privacy, or similar theories of law, and Client will pay any costs, damages, expenses (including reasonable attorneys' fees) or liabilities resulting from or arising out of webevents’s payments to third parties due to such actions or claims. Client’s obligations hereunder are subject to the following conditions: (i) webevents must notify Client in writing promptly after webevents becomes aware of a claim or the possibility thereof; (ii) webevents must grant Client the sole control of the settlement, compromise, negotiation, and defense of any such action; and (iii) webevents must provide Client with all information related to the action that is reasonably requested by Client.
(b) Client will indemnify and hold webevents harmless from all actual liabilities, damages and losses incurred by webevents arising out of any legal action based on any claim of wrongful death, bodily injury or physical destruction of tangible property to the extent resulting from any acts or omissions of Client hereunder. The indemnity specified in this subsection is subject to the conditions specified in subsections (a)(i)-(iii) above.
(c) Client represents and warrants that it shall comply with all laws, rules, and regulations of Australia and other countries that may be applicable to the Client use of webevents Products, Documentation or Work Product or to Client’s activities under this Agreement. Client agrees to indemnify and hold harmless webevents from all liabilities, damages, losses, claims, actions and expenses (including all legal fees) arising from breach of the warranties or Client’s obligations set forth in this paragraph. The indemnity specified in this subsection is subject to the conditions specified in subsections (a)(i)-(iii) above

10. Effect of Termination.
From and after any termination of this Agreement:

(a) all Licenses shall immediately terminate and Client shall immediately cease the use of the webevents Products and Documentation;
(b) Client shall immediately return to webevents or destroy all webevents property, including, but not limited to, all copies of the webevents Products and any other Proprietary Information of webevents. Without limiting the foregoing, Client shall destroy all copies of the webevents Products contained on fixed media of storage including, without limitation, computer hard drives. Within thirty (30) days from the date of any termination, Client shall provide webevents with a signed written statement by an officer of Client certifying that Client has returned to webevents and/or destroyed all such items;
(c) any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors (including without limitation successors by merger) and permitted assigns including, without limitation, Sections related to all webevents Products restrictions, confidentiality, limitation of liability, dispute resolution, equitable relief and governing law;
(d) rights of termination are without prejudice to any remedies available to the parties under this Agreement for breach, at law or in equity; and
(e) all Fees due to webevents by Client shall remain due and payable in accordance with the terms hereof.

11. Refund policy
Webevents may provide credit card payment facilities to both its clients and their registrants. Your credit card statement may itemise a purchase as either a charge from “Webevents” or from the event organiser, depending on whether the event organiser uses their own Merchant Account or has opted to use the merchant facilities provided by Webevents.

If you deny or dispute a charge

If you are a Client:
Contact Webevents Customer Care immediately on 07 55757002, or fax 07 55375522 or email customercare@webevents.com.au

If you are a Registrant:
Contact your event organiser immediately. Event organiser contact details are available on the original registration site and on your registration confirmation if applicable. If you have difficulty in locating the event organiser contact details or have difficulty in resolving a disputed charge with the event organiser, contact Webevents Customer Care on 07 55757002, or fax 07 55375522 or email customercare@webevents.com.au

If you are a neither of the above:
Contact Webevents Customer Care immediately on 07 55757002, or fax 07 55375522 or email customercare@webevents.com.au

All disputes or claims will be dealt with as a priority. All fraudulent transactions will be passed immediately on to relevant authorities and dealt with to the highest penalty allowable under law.

A disputed charge deemed to be incorrectly or fraudulently charged will be fully refunded to the cardholder after subsequent investigation.

Any chargebacks will be debited to the Webevents Client’s account plus a processing fee of AUD$25.

Any charges that are fraudulently disputed or denied will be passed immediately on to relevant authorities and dealt with to the highest penalty allowable under law.

12. Dispute Resolution.
(a) This Agreement shall be exclusively construed, governed and enforced under the laws of Australia (without regard to rules governing conflict of laws). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties. The parties agree that the exclusive venue for all actions, relating in any manner to this Agreement, shall only be in a federal or state court of competent jurisdiction located in Queensland, Australia. Each party consents and submits to the personal jurisdiction of such courts and irrevocably waives any and all defenses inconsistent with this Section. If the webevents Products are to be used outside Australia, Client agrees to comply fully with the Australia Export Administration Act and otherwise ensure that the webevents Products are not exported to any country or used by any person in violation of Australian laws and regulations.
(b) Client acknowledges that (i) any use or threatened use of the webevents Products, Documentation or Work Product in a manner inconsistent with this Agreement, or (ii) any other misuse of the Proprietary Information of webevents will cause immediate irreparable harm to webevents for which there is no adequate remedy at law. Accordingly, Client agrees that webevents shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by Client. The parties agree and stipulate that webevents shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1,000 shall be sufficient. Nothing contained herein shall limit webevents's right to any remedies at law, including the recovery of damages from Client for breach of this Agreement.

13. Audit.
Client shall, upon reasonable written notice and during normal business hours, provide access and allow webevents to inspect and audit Client's use of the webevents Products in order to confirm Client's compliance with the terms of this Agreement. webevents shall have the right to conduct random audits.

14. Press Release and Publicity.
Notwithstanding any other term of this Agreement, webevents shall have the right to announce that it has entered into this Agreement with Client and name Client as a Solution Client. Additionally, the parties agree to jointly participate in a press release announcing the execution of this Agreement by the parties within thirty days from the Effective Date. Subject to Client's prior approval, webevents shall place the logo of Client at mutually agreed upon locations within webevents’s World Wide Web site. webevents may also provide a link to Client's World Wide Web site from the webevents's World Wide Web site.

15. webevents Products Maintenance Services.
(a) Subject to the terms of this Agreement, webevents will provide webevents Products maintenance services to Client as described in this Section during normal business hours, Eastern Standard Time, nationally recognized holidays excepted ("Maintenance Services"). Maintenance Services shall consist of administrator support via telephone, facsimile, E-mail, and remote access. Client will designate two members of Client's technical staff, which individuals shall be Client's representatives for contact with webevents regarding Maintenance Services. Upon receipt from Client of a report of a significant error or problem affecting Client's use of the webevents Products, webevents shall take commercially reasonable measures to remedy the reported error or problem. Maintenance Services shall not extend to any custom programming, database changes, or database support, although such services may be a part of the Custom Services set forth on Exhibit C.
(b) webevents may, from time to time, deliver Updates of the webevents Products, which are made generally available to the public without additional charge. webevents reserves the right to charge additional License Fees for any enhancements to existing webevents Products which incorporate significant new features or functionality, as determined by webevents in its sole discretion. webevents reserves the right to modify its maintenance policies and fees from time to time.

16. Miscellaneous.
Notwithstanding the content of any Client purchase order or any other document or record, whether in writing or electronic form, relating to the subject matter of this Agreement, the terms of this Agreement shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void. All communications required or otherwise provided under this Agreement shall be in writing and shall be deemed given when delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested; or (iii) by a nationally recognized overnight courier service to the address set forth on the signature page. Client may not assign its rights and duties under this Agreement without the prior written consent of webevents. Any assignment in violation of this Section shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Headings of particular Sections are inserted only for convenience and are not to be used to define, limit or construe the scope of any term or provision of this Agreement. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one party than against another. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. No modification, extension or waiver of or under this Agreement shall be valid unless made in writing and signed by an authorized representative of the party sought to be charged therewith. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this Agreement. webevents shall not be liable for loss or damage resulting from any cause beyond its reasonable control. Except as may be expressly set forth herein, no provision of this Agreement shall be construed to provide or create any third party beneficiary right or any other right of any kind in any third party. The Exhibits attached to this Agreement or subsequently added hereto by mutual consent of the parties are incorporated into this Agreement for all purposes.