TPN WEBSITE TERMS OF SERVICE
Last Update: June 19, 2020
PLEASE READ THE BINDING ARBITRATIONCLAUSE AND CLASS ACTION WAIVER IN SECTION 14. IT AFFECTS YOUR RIGHTS AND HOWDISPUTES ARE RESOLVED.
TPN Corporation (“TPN” or “we”) is a full-service digital event technology provider. These terms of service (“Terms”) govern your or the entity you represent (“Organization” or “you”) use of the TPN Website and related services we provide through or for the TPN Website (the TPN Website and services are collectively referred to as “Services”).By clicking “I accept”, where indicated, or by accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept these Terms, you may not use the Services.
You must be at least eighteen years of age or the age of legal majority in your jurisdiction (if different than 18) to use the Services.
GENERAL TERMS AND CONDITIONS
2. Access and Use.
(a) Registration and Account Information. To access and use the Services, you may need to register and create an account. By registering or creating an account, you agree to provide accurate and complete information and to inform us of any changes to that information.
(b) License. Subject to and conditioned on your compliance with these Terms, including the payment of Fees, TPN grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services, solely for your business operations by Authorized Users. “Authorized User” means the individuals who are authorized by Organization to access and use the Services under the rights granted to Organization pursuant to these Terms and for whom access to the Services has been purchased under these Terms. Any materials available for downloading, access, or other use from our website or any applications that may have their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.
(c) Third-Party Components. Third-party components of the Services may be subject to separate license agreements. To the limited extent a third-party license expressly supersedes these Terms, that third-party license governs Organization’s use of that third-party component.
(d) Usage Restrictions. You will not nor will you permit any Authorized Users to use the Services or any software component of the Services for any purposes beyond the scope of the access granted in these Terms. You will not at any time, directly or indirectly, and will not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under these Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. You may not publish or useany TPN trademarks, branding, or logos without TPN’s prior written consent in each instance.
(e) Reservation of Rights. TPN reserves all rights not expressly granted to Organization in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Organization or any third party any intellectual property rights or other right, title, or interest in or to the Services.
(f) Suspension. Notwithstanding anything to the contrary in these Terms, TPN may temporarily suspend Organization’s and its Authorized Users’ access to the Services, in whole or part, if: (i) TPN reasonably determines that (A) there is a threat or attack on any of the Services; (B) Organization’s or any other Authorized User’s use of the Services disrupts or poses a security risk to TPN, the Services, or to any other user, customer or vendor of TPN; (C) Organization or any other Authorized User is using the Services for fraudulent or illegal activities;(D) Organization or any other Authorized User is engaged in any act that is abusive, discriminatory, pornographic, hateful, or similarly problematic; (E)subject to applicable law, Organization has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (F) TPN’s provision of the Services to Organization or any other Authorized User is prohibited by applicable law; (ii) any vendor of TPN has suspended or terminated TPN’s access to or use of any third-party services or products required to enable Organization to access the Services; or (iii) in accordance with Section 4(b) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). TPN will use commercially reasonable efforts to provide written notice of any Service Suspension to Organization and to provide updates regarding resumption of access to the Services following any Service Suspension. TPN will use commercially reasonable efforts to resume Organization’s access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. TPN will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Organization or any other Authorized User may incur as a result of a Service Suspension.
3. Organization Responsibilities.
(a) Acceptable Use Policy. You may not use the Services for unlawful, discriminatory, abusive, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://www.TPN.events/privacy-policy from time to time.
(b) Account Use. You are responsible and liable for all uses of the Services resulting from access you provide, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the foregoing, you are responsible for all acts and omissions of Authorized Users and for managing your Authorized Users and their access to the Services. You will use reasonable efforts to make all Authorized Users aware of the provisions of these Terms as applicable to such Authorized User’s use of the Services and cause Authorized Users to comply with such provisions.
(c) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials. You are solely responsible for revoking the access credentials of Authorized Users who are no longer authorized to access and use the Services for any reason, including because they are no longer in your employment.
(d) Third-Party Products. The Services may permit you to (i) access products, content, services, information, websites, or other materials that are owned by third parties and are integrated into or accessible through the Services (“Third-Party Products”)or (ii) import Organization Data for use in Third-Party Products. For purposes of these Terms, you acknowledge that Third-Party Products are subject to their own terms and conditions and privacy policies. If you do not agree to abide by the applicable terms for any Third-Party Products, then you should not install, access, or use such Third-Party Products. TPN is not responsible for Third-Party Products.
4. Fees and Payment.
(a) Pricing and discounts. TPN reserves the right to change its fees, charges, and billing terms at any time in its sole discretion. Any discounts and promotions apply solely during the Initial Term (and not during any Renewal Term). Discounts and promotions are Confidential Information. If you disclose any discount or promotion to a third party, we reserve the right to rescind any such discounts or fees, and you will be liable for TPN’s standard fees for the remainder of the then-current Initial Term or Renewal Term (defined below), as the case may be.
(b) Payments. TPN will bill Organization for the amounts and on the schedule stated in the applicable fee schedule (“Fees”). Fees for Services are due and payable in accordance with the applicable TPN purchase order form. Once paid, Fees are nonrefundable and non-proratable. Organization will make all payments on or before the due date. If Organization fails to make any payment when due, without limiting TPN’s other rights and remedies, TPN may suspend, in accordance with Section 2(f), Organization’s and all other Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
(c) Taxes. All Fees and other amounts payable by Organization under these Terms are exclusive of taxes and similar assessments. Organization is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Organization hereunder, other than any taxes imposed on TPN’s income. To the extent that any such taxes or duties are payable by TPN, you must pay to TPN the amount of such taxes or duties in addition to any Fees owed under these Terms.
5. Term and Termination.
(a) Term. These Terms are effective on the date you accept the Terms or begin using the Services and will be effective until terminated by you or TPN.
(b) Termination or Suspension. We may terminate or suspend your access to the Services at any time for any reason. Your rights under these Terms will terminate automatically without notice if you fail to comply with any of the Terms. TPN will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that you may incur as a result of terminate or suspension of the Services.
(c) Effect of Termination. Upon termination of these Terms, you must immediately discontinue use of the Services. No expiration or termination of these Terms will affect your obligation to pay any fees or payments that may have become due before the termination or entitle you to any refund.
(d) Survival. This Section5(d), Sections 4, 6 through 16, any definitions necessary to interpret these Terms, and any right, obligation, or required performance of the parties under these Terms which, by their express terms or nature and context is intended to survive termination of the Terms, will survive any such termination.
6. Confidential Information; Publicity.
From time to time during the Term, TPN may disclose or make available to Organization information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in any other form or media, and that may or may not be identified as “confidential” at the time of disclosure (collectively, “Confidential Information”).Confidential Information does not include information that at the time of disclosure is: (i) in the public domain; (ii) known to Organization; (iii)rightfully obtained by Organization on a non-confidential basis from a third party; or (iv) independently developed by Organization. Organization will not disclose Confidential Information to any person or entity except Organization’s employees, agents, or subcontractors who have a need to know the Confidential Information for Organization to exercise its rights or perform its obligations under these Terms and who are required to protect the Confidential Information in a manner no less stringent than required under these Terms. Not withstanding the foregoing, Organization may disclose Confidential Information to the limited extent required (A) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that Organization first gives written notice to TPN and made a reasonable effort to obtain a protective order; or (B) to establish a party’s rights under these Terms, including to make required court filings. Organization’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to Organization and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
8. Intellectual Property; Feedback.
(a) Ownership of the Service. As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Services.
(b) Use of Content. You grant to TPN a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sub licensable, transferable, unlimited license to use, reproduce, publicly display, distribute, transmit and otherwise use your content to provide the Services to you and others, to protect you and the Services, and to improve and promote the Services. You are solely responsible for your content, and you will ensure that your content will not violate any policy or terms referenced in or incorporated into these Terms or any applicable law.
(c) Feedback. If you or any of your employees, contractors, users, or agents give us ideas, suggestions, or recommendations for changes to the Services, including new features or functionality, or any other comments, questions, or suggestions (“Feedback”),you grant us, without charge or other obligation to you, the right to use the Feedback on an unrestricted basis without any obligation to compensate you. All Feedback is and will be treated as non-confidential, and we are not required to use any Feedback.
(d) Organization Trademarks. You hereby grant TPN and its affiliates a worldwide, non-exclusive, transferable, sub-licensable (through multiple tiers), and royalty-free, fully paid-up right to use and display publicly your trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you)in any promotional, advertising, or marketing materials for the purpose of identifying you as a customer that utilizes or integrates with our Services.
(e) Non-assertion. You will not assert nor will you authorize, assist, or encourage any third party to assert against TPN any patent infringement or other intellectual property claim regarding any Services you have used or had access to.
(f) Copyright infringement. Third party materials that TPN does not own or control may be transmitted, stored, accessed or otherwise made available using the TPN Platform. TPN has adopted a policy that provides for the removal of any content or the suspension of any user that is found to have repeatedly infringed on the copyright of a third party. If you believe any material available via the TPN Platform infringes a copyright, you should notify TPN using the notice procedure for claimed infringement under the DMCA (17 USC Section 512). Your infringement notice should be sent to hello@TPN.events. Please make you sure that you specifically identify the copyrighted work that you claim has been infringed by providing specific URL(s) and a precise description of where the copyrighted material is located.
9. Disclaimer of Warranty.
THE SERVICES are provided “AS-IS”, and TPN specifically disclaims all warranties, whether EXPRESS, IMPLIED, Statutory, or otherwise. TPN specifically disclaims all IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE,OR TRADE PRACTICE. TPN MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANYPRODUCTS OR RESULTS OF THE USE THEREOF WILL MEET YOUR OR ANY OTHER PERSON’S ORENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDEDRESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE,SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE,OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THEFOREGOING DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED UNDERAPPLICABLE LAW.
You will indemnify, defend, and hold harmless TPN, its affiliates, and each of their respective directors, officers, employees, shareholders, agents, licensors, joint ventures, partners (including integration and marketing partners), service providers, and suppliers from and against any losses, expenses, damages, and costs, including reasonable attorneys’ fees incurred by TPN, resulting from any third-party claim, suit, action, or proceeding arising from (a) your content;(b) your or your Authorized User’s use of the Services; or (c) any breach of these Terms.
11. Limitation of Liability.
In no event will TPN be liable for any indirect, incidental, consequential, special, exemplary, punitive, or other damages whatsoever (including those resulting from lost profits, lost data, or business interruption) arising out of or relating in any way to the Services or any related Content or information (including as contained within our website or an application), whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages. Your sole remedy is to stop using the Services. Inno event will TPN’s aggregate liability arising out of or related to these terms exceed the greater of: (a) $100; or (b) services fees paid or payable to us in the six-month period before the event giving rise to the claim.
12. Legal Notices.
Notices to TPN must be sent by postal mail to: TPN, Attention: Legal Department, at 2034 NW 56thStreet #200, Seattle, WA 98107. We may send you notices via the email address associated with your account, and you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services, and will be deemed given when sent. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
13. Modifications to these Terms.
TPN may modify these Terms, for example, to reflect changes to the law or changes to the Service. You should review these Terms regularly. TPN will post notice of modifications to these Terms at https://www.TPN.events/privacy-policy. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. If you do not agree to the modified terms for the Service, you should discontinue your use of the Service. No amendment to or modification of these Terms will be binding unless (a) in writing and signed by a duly authorized representative of TPN; (b) you accept updated terms online; or (c) you continue to use the Service after TPN has posted updates to these Terms or to any policy governing the Service.
14. Dispute Resolution; Arbitration.
(a) Agreement to Arbitrate. You and TPN each agree that any and all disputes or claims, regardless of the date of accrual, concerning these Terms, the Services, or any other aspect of your relationship with TPN or its affiliates, under any legal theory including those based in contract, warranty, tort, statute or regulation, will be resolved exclusively through final and binding arbitration rather than in court, except as provided in Sections 14(a)(i) and 14(a)(ii)below.
(i) Small Claims Court. You may assert claims in small claims court, if your claims qualify, only on an individual (non-class, non-representative) basis.
(ii) IP Claims. TPN may bring any claim relating to infringement of our intellectual property rights in U.S. federal court. This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
(b) No Class Actions. You and TPN agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. The arbitrator(s) may not combine individual proceedings without the consent of all parties. Any relief awarded cannot affect other TPN users.
(c) Notice of Dispute. Prior to initiating an arbitration, a party who intends to seek arbitration must first send the other party, by certified mail, a written notice describing the dispute. You should send this notice to TPN at: TPN, Attn: Legal Department, Re: Notice of Dispute, at 2034 NW 56th Street #200, Seattle, WA 98107. TPN will send any notice to you to the address we have on file associated with your TPN account; it is your responsibility to keep your address up to date. All information called for in the notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
(d) Arbitration Procedure. If you and TPN are unable to resolve the claims described in the notice within 30days after the notice is sent, you or TPN may initiate arbitration proceedings. The arbitration will be conducted by JAMS under its Comprehensive Rules and Procedures, including the Optional Expedited Arbitration Procedures. Provided that for claims with the Scope of Rules, the arbitration will be conducted pursuant to the JAMS Streamlined Arbitration Rules and Procedures. JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/. The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) will not be bound by rulings in prior arbitrations involving different TPN customers, but is/are bound by rulings in prior arbitrations involving the same Organization to the extent required by applicable law. The arbitrator(s) may award the same damages and relief on an individual basis that a court can award to an individual. Any relief awarded cannot affect other TPN users. The award of the arbitrator(s) will be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration will be confidential, and neither you nor we may disclose the existence, contents or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award.
(e) Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS rules, unless otherwise stated in this Section 14. In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse TPN for all fees associated with the arbitration paid by TPN on your behalf that you otherwise would be obligated to pay under the JAMS rules. You will be responsible for all fees you are obligated to pay under the JAMS rules.
(f) Severability. With the exception to Section 14(b) above, if a court decides that any part of this Section 14 is invalid or unenforceable, the other parts of this Section 14 will still apply. If a court decides that any part of Section 14(b) above is invalid or unenforceable, then the entirety of this Section 14 will be null and void, but the remainder of these Terms will continue to apply.
15. Governing Law.
The laws of the state of Washington, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and TPN.
TPN will be excused from performance of these Terms to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control. These Terms (including any amendment agreed upon by the parties in writing) represent the complete agreement between you and TPN concerning its subject matter, and supersede all prior agreements and representations between us. Only written waivers are effective. Lists of examples following “including”, “e.g.”, “such as”, or “for example” are interpreted to include “without limitation”, unless qualified by words such as "only” or “solely.” If any provision of these Terms is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms will continue in full force and effect. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms. The Service is controlled by U.S. Export Regulations, and it maybe not be exported to or used by embargoed countries or individuals. You may not assign or otherwise transfer any of your rights in these Terms without our prior written consent, and any such attempt is void. We expressly reserve the right to assign these Terms and to delegate any of our obligations hereunder. The relationship between TPN and you is not one of a legal partnership relationship but is one of independent contractors, and we are not an agent or trustee. These Terms will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.