Terms of Service

Effective as of January 29, 2026

AGREEMENT TO TERMS

These Terms of Service (“Terms”) constitute a legally binding agreement between you (whether personally or on behalf of an entity, “you,” “your,” or “Client”) and Enterprise Events Group (“EEG,” “we,” “us,” or “our”) governing your use of our event management services, software platforms, and related professional services.

By executing an Order Form that references these Terms, or by accessing or using our Platform or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

IMPORTANT: Any terms and conditions contained in your purchase orders or other documents, whether issued before or after the effective date of any Order, are expressly rejected and shall have no binding effect on EEG unless explicitly agreed to in writing by an authorized representative of EEG.

1. DEFINITIONS

“Admin” means an individual authorized by Client to create, manage, and delete Events within the Platform, including managing access permissions and viewing Event performance analytics. Content Managers and Event Managers are Admins with specifically limited Platform access.

“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of at least fifty percent (50%) of voting shares or equity interests, or the power to direct the management and policies of such entity.

“Agreement” means these Terms together with all executed Order Forms, amendments, and addenda.

“Attendee” means an individual registered or approved to participate in an Event, identified by a unique email address.

“Client Content” means all data, information, materials, media assets, trademarks, and other content provided by Client to EEG for use in connection with the Services, including but not limited to text, images, videos, logos, and branding elements.

“Competitor” means any person or entity engaged in developing, marketing, or providing event management platforms, software, or services that compete with or are substantially similar to EEG’s offerings.

“End User” means an individual who accesses a Published Service, including Attendees and Registrants.

“End User Data” means information collected from or about End Users through the Platform or Services, including registration information, session data, poll responses, photos, posts, and usage analytics.

“Event” means a conference, meeting, tradeshow, incentive program, or other gathering organized or managed using EEG’s Services.

“Order” or “Order Form” means a written agreement executed by both parties that specifies the Services to be provided, associated fees, Term, and other material terms.

“Personal Data” means any information relating to an identified or identifiable individual, as defined under applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA).

“Platform” means EEG’s proprietary event management software system, including Event360 and related applications, together with hosting services, technical support, and associated documentation.

“Professional Services” means consulting, implementation support, training, customization, and other professional services performed by EEG as specified in an Order Form.

“Published Service” means any Client-branded software application, registration page, or event website published and made available to End Users.

“Registrant” means an individual who has registered for an Event through a Published Service or has been loaded into the Platform.

“Services” means the Platform, Published Services, Professional Services, and any other services provided by EEG under this Agreement.

“Term” means the period specified in the Order Form, including any renewal periods.

2. SERVICES

2.1 Service Provision

EEG shall provide Client with access to the Platform and deliver the Services as specified in each Order Form. EEG reserves the right to update, modify, or discontinue features of the Platform, provided that EEG will use commercially reasonable efforts to maintain substantially equivalent functionality for primary features actively used by Client during the current Term.

2.2 Platform Access

Subject to Client’s compliance with this Agreement and payment of applicable fees:

EEG grants Client a non-exclusive, non-transferable, limited right to access and use the Platform during the Term
Client may not access the Platform if Client is a Competitor
Access is limited to the number of Admins, Attendees, Registrants, and Events specified in the Order Form
EEG will provide Client with necessary access credentials and administrative tools

2.3 Platform Availability

EEG will use commercially reasonable efforts to maintain Platform availability and performance, subject to:

Scheduled maintenance (with reasonable advance notice)
Emergency maintenance (with notice as soon as practicable)
Events beyond EEG’s reasonable control (force majeure)
Client’s adequate internet connectivity and compatible hardware

EEG does not guarantee uninterrupted or error-free operation of the Platform or Services.

2.4 Security

EEG implements and maintains reasonable physical, technical, and administrative security measures designed to protect Client Content and End User Data from unauthorized access, use, disclosure, alteration, or destruction. These measures include:

Encryption of data in transit and at rest
Access controls and authentication mechanisms
Regular security assessments and updates
Employee training on data security practices
Incident response procedures

2.5 Support Services

EEG will provide technical support for the Platform as specified in the Order Form. Standard support includes:

Email and phone support during business hours (Pacific Time)
Assistance with Platform functionality and usage
Bug reporting and resolution
Documentation and training resources

Enhanced support tiers may be available for additional fees.

2.6 Data Processing

To the extent Services involve processing of Personal Data, the parties agree to comply with all applicable data protection laws. EEG acts as a data processor on behalf of Client (the data controller) and will process Personal Data only as necessary to provide the Services and as instructed by Client, except where required by law. Additional terms regarding data processing are set forth in Section 4 and in EEG’s Data Processing Addendum, which is incorporated by reference.

3. CLIENT RESPONSIBILITIES

3.1 Content Delivery

Client shall provide all Client Content necessary for EEG to deliver the Services, including:

Event information, descriptions, and schedules
Media Assets (images, logos, videos) conforming to specifications provided by EEG
Attendee and Registrant lists and data
Registration forms and requirements
Any other materials required for Event execution

3.2 Content Accuracy and Rights

Client represents and warrants that:

All Client Content is accurate, current, and complete
Client owns or has obtained all necessary rights, licenses, and permissions to provide Client Content to EEG and to grant the licenses set forth in Section 5.3
Use of Client Content by EEG as contemplated in this Agreement will not violate any third-party intellectual property, privacy, publicity, or other rights
Client Content does not contain any viruses, malware, or other harmful code
Client has obtained all necessary consents and authorizations for collection and use of End User Data

3.3 Account Security

Client is responsible for:

Maintaining confidentiality of all usernames, passwords, and access credentials
All activities occurring under Client’s accounts
Ensuring that access credentials are not shared between individuals
Promptly notifying EEG of any unauthorized access or security breach

3.4 Prohibited Uses

Client shall not, and shall not permit any third party to:

Use the Services for any unlawful purpose or in violation of applicable laws
Upload, post, or transmit any content that is illegal, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable
Introduce viruses, malware, or other harmful code
Attempt to gain unauthorized access to the Platform or related systems
Reverse engineer, decompile, or disassemble the Platform
Use the Platform to develop competing products or services
Remove, alter, or obscure any proprietary notices on the Platform
Use the Platform in any manner that could damage, disable, overburden, or impair EEG’s systems
Violate the privacy or data protection rights of End Users

3.5 Compliance with Laws

Client shall comply with all applicable federal, state, local, and international laws, regulations, and industry standards in connection with its use of the Services, including but not limited to:

Data protection and privacy laws (GDPR, CCPA/CPRA, etc.)
Anti-spam and electronic communications laws
Export control laws
Consumer protection laws

4. DATA PROTECTION AND PRIVACY

4.1 Data Controller and Processor Relationship

With respect to Personal Data processed through the Services:

Client is the data controller responsible for determining the purposes and means of processing
EEG is the data processor acting on Client’s behalf and instructions
EEG will process Personal Data only as necessary to provide the Services and as directed by Client, except where required by applicable law

4.2 End User Privacy

Client shall:

Maintain a clear and comprehensive privacy policy governing collection and use of End User Data
Provide End Users with notice of data collection practices and obtain all legally required consents
Inform End Users of their rights to access, correct, delete, and port their Personal Data
Ensure that registration forms and data collection comply with applicable privacy laws

4.3 Data Processing Obligations

EEG shall:

Process Personal Data only in accordance with Client’s documented instructions and applicable law
Ensure that personnel authorized to process Personal Data are bound by confidentiality obligations
Implement appropriate technical and organizational security measures
Assist Client in responding to End User requests regarding their Personal Data
Notify Client without undue delay of any Personal Data breach
Make available to Client information necessary to demonstrate compliance with data protection obligations
Delete or return Personal Data to Client upon termination, unless legal retention is required

4.4 Subprocessors

EEG may engage third-party subprocessors to process Personal Data in connection with the Services. EEG will:

Maintain a current list of subprocessors available upon request
Provide notice to Client of any new subprocessors
Enter into written agreements with subprocessors imposing data protection obligations no less protective than those in this Agreement
Remain liable for subprocessors’ compliance with data protection obligations

4.5 International Data Transfers

If EEG transfers Personal Data outside the country where it was collected, EEG will ensure appropriate safeguards are in place as required by applicable law, including Standard Contractual Clauses or other approved transfer mechanisms.

4.6 Data Retention and Deletion

EEG will retain End User Data only for the duration necessary to provide the Services and fulfill legal obligations
Upon Client’s written request or termination of the Agreement, EEG will delete or return Personal Data within ninety (90) days, unless longer retention is required by law
EEG may retain anonymized, aggregated usage statistics and analytics data for internal business purposes

4.7 Children’s Privacy

If an Event involves collection of information from children under 13 years of age, Client must:

Obtain verifiable parental consent in compliance with the Children’s Online Privacy Protection Act (COPPA)
Ensure that Event registration and data collection practices comply with COPPA requirements
Provide parents with the ability to review, delete, and control use of their children’s information

5. INTELLECTUAL PROPERTY RIGHTS

5.1 EEG Intellectual Property

EEG retains all right, title, and interest in and to:

The Platform, Services, and all underlying technology
All software, code, algorithms, processes, and methodologies
All documentation, specifications, and training materials
All improvements, enhancements, and derivative works of the foregoing
All trademarks, trade names, and branding associated with EEG
All worldwide intellectual property rights in the foregoing (collectively, “EEG IP”)

Nothing in this Agreement transfers any ownership rights in EEG IP to Client. All rights not expressly granted to Client are reserved by EEG.

5.2 Work Product Ownership

Any work product created by EEG in performing the Services, including custom configurations, workflows, reports, and integrations (excluding Client Content incorporated therein), is owned exclusively by EEG and constitutes EEG IP. Client receives a license to use such work product solely in connection with the Services during the Term.

For clarity, work product created by EEG under this Agreement is not “work made for hire” for Client, and EEG retains all intellectual property rights therein.

5.3 License to Client Content

Client grants EEG a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, perform, display, distribute, and modify Client Content solely as necessary to:

Provide the Platform and Services
Create and operate Published Services
Perform Professional Services
Fulfill EEG’s obligations under this Agreement

This license terminates upon termination of the Agreement, except as necessary to fulfill any continuing obligations or as required by law.

5.4 License to End User Data

Subject to Section 4, Client grants EEG the following rights to End User Data:

A limited license during the Term to process End User Data as necessary to provide the Services
A perpetual, worldwide, royalty-free, non-exclusive license to use anonymized, aggregated End User Data and usage statistics for purposes of analyzing, improving, and developing EEG’s products and services, provided such data does not identify Client or any individual End User

5.5 Branding and Attribution

EEG may identify itself as the provider of the Platform or Services through branding, the phrase “Powered by Enterprise Events Group,” or similar attribution on Published Services and in related materials, unless otherwise agreed in writing.

5.6 Assignment of Rights

If Client obtains any ownership rights in EEG IP or other work product created by EEG under this Agreement, Client hereby irrevocably and unconditionally:

Assigns all such right, title, and interest to EEG
Waives enforcement of any such rights against EEG
Grants EEG an unlimited, non-revocable, worldwide, exclusive, transferable, fully paid, royalty-free license to such rights
Agrees not to exercise any moral rights in a manner that interferes with EEG’s use or exploitation of such work product

5.7 Client Intellectual Property

As between the parties, Client retains all right, title, and interest in and to Client Content and its trademarks, logos, and other intellectual property. EEG acquires no ownership rights in Client Content except as expressly licensed herein.

6. FEES AND PAYMENT

6.1 Fees

Client shall pay EEG the fees specified in each Order Form. Fees are based on:

Platform subscription fees for the Term
Number of Attendees, Registrants, Admins, and Events
Professional Services rates (time and materials or fixed fee)
Any additional services or features selected by Client

Unless otherwise specified, fees are quoted and payable in United States Dollars (USD).

6.2 Payment Terms

Invoices are due and payable within thirty (30) days of invoice date unless otherwise stated in the Order Form
Platform subscription fees may be billed annually in advance or according to the payment schedule in the Order Form
Professional Services fees may be billed monthly in arrears or upon completion of milestones
Payment shall be made by wire transfer, ACH, check, or other method approved by EEG

6.3 Late Payment

If Client fails to pay any amount when due:

Interest will accrue on the unpaid balance at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less
EEG may suspend access to the Platform and Services until payment is received
EEG may terminate the Agreement as provided in Section 11.2
Client will reimburse EEG’s reasonable costs of collection, including attorney fees

6.4 Non-Refundable Fees

All fees paid are non-refundable except as expressly provided in this Agreement. Subscription fees and commitments are non-cancellable once activated. If Professional Services fees are prepaid but unused in the current contract year, such unused fees may be carried forward to the following year with EEG’s written approval.

6.5 Taxes

Fees exclude all applicable sales, use, value-added (VAT), goods and services (GST), and other taxes, duties, and governmental charges (collectively, “Taxes”), except for taxes based on EEG’s net income. Client is responsible for paying all applicable Taxes. If EEG is required to collect or pay Taxes, such amounts will be invoiced to and paid by Client unless Client provides EEG with a valid tax exemption certificate.

Client shall make all payments free and clear of any withholding or deduction. If Client is required to withhold taxes, Client will pay additional amounts to EEG so that the net amount received by EEG equals the full invoiced amount, and Client will provide EEG with official tax receipts.

6.6 Fee Adjustments

EEG may increase subscription fees upon renewal by providing Client with at least sixty (60) days’ written notice prior to the renewal date. Fee increases during the initial Term or any renewal Term will not exceed ten percent (10%) annually unless mutually agreed.

6.7 Disputed Invoices

Client must notify EEG in writing of any disputed invoice within fifteen (15) days of the invoice date, providing reasonable detail of the dispute. Client shall pay all undisputed amounts when due. The parties will work in good faith to resolve any disputed amounts.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that:

Is marked as “Confidential,” “Proprietary,” or with a similar designation
Is identified as confidential at the time of oral disclosure and confirmed in writing within thirty (30) days
Should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure

Regardless of marking, the following are deemed Confidential Information of EEG: Platform source code, technical specifications, security measures, pricing information, and business strategies.

7.2 Obligations

The Receiving Party shall:

Use Confidential Information only for purposes of performing its obligations under this Agreement
Protect Confidential Information using the same degree of care used to protect its own confidential information of similar nature, but in no event less than reasonable care
Limit disclosure to employees, contractors, and advisors with a legitimate need to know who are bound by confidentiality obligations at least as restrictive as those herein
Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party

7.3 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no breach of this Agreement by the Receiving Party
Was lawfully known to the Receiving Party prior to disclosure without restriction
Is lawfully received from a third party without breach of any confidentiality obligation
Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as demonstrated by written records

7.4 Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information:

The Receiving Party shall promptly notify the Disclosing Party (unless legally prohibited)
The Receiving Party shall cooperate with the Disclosing Party’s efforts to obtain a protective order or other appropriate relief
The Receiving Party shall disclose only the minimum Confidential Information required and shall request confidential treatment

7.5 Return or Destruction

Upon termination of this Agreement or at the Disclosing Party’s request, the Receiving Party shall:

Promptly return or destroy (including permanent deletion of electronic files) all Confidential Information
Certify in writing compliance with this obligation
Retain only such Confidential Information as required by law or professional standards, subject to continuing confidentiality obligations

7.6 Survival

The obligations in this Section 7 survive termination of this Agreement for a period of five (5) years, except for trade secrets, which remain confidential for so long as they qualify as trade secrets under applicable law.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations

Each party represents and warrants that:

It has the legal power and authority to enter into this Agreement
Execution and performance of this Agreement do not violate any other agreement or obligation
The person executing this Agreement is authorized to bind the party
It will comply with all applicable laws in performing its obligations

8.2 EEG Warranties

EEG represents and warrants that:

It will provide the Services in a professional and workmanlike manner
It has the right to grant the licenses and provide the Services contemplated herein
The Platform will substantially conform to the functional specifications in the applicable documentation
It will not knowingly introduce viruses, malware, or malicious code into the Platform

8.3 Client Warranties

Client represents and warrants that:

Client Content and its use as contemplated herein do not infringe any third-party intellectual property or other rights
Client has obtained all necessary rights, licenses, consents, and authorizations regarding Client Content and End User Data
Client’s use of the Services will comply with all applicable laws and regulations

8.4 DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE PLATFORM, SERVICES, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

EEG DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

WARRANTIES OF MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
TITLE
NON-INFRINGEMENT
ACCURACY OR COMPLETENESS OF RESULTS
UNINTERRUPTED OR ERROR-FREE OPERATION

EEG DOES NOT WARRANT THAT:

The Platform or Services will meet Client’s requirements or expectations
Operation will be uninterrupted, timely, secure, or error-free
Errors or defects will be corrected
The Platform is free from viruses or other harmful components

8.5 Third-Party Services

The Platform may integrate with or provide access to third-party services, applications, or content. EEG makes no representations or warranties regarding such third-party services and is not responsible for their performance, availability, or compliance with this Agreement.

9. LIMITATION OF LIABILITY

9.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

LOST PROFITS OR REVENUE
LOSS OF DATA OR INFORMATION
LOSS OF BUSINESS OPPORTUNITIES
COST OF SUBSTITUTE SERVICES
DAMAGE TO REPUTATION OR GOODWILL
WORK STOPPAGE OR SYSTEM FAILURES

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

EXCEPT AS PROVIDED IN SECTION 9.3, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO EEG UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Exceptions to Limitations

The limitations in Sections 9.1 and 9.2 do not apply to:

Either party’s breach of Section 7 (Confidentiality)
Either party’s indemnification obligations under Section 10
Client’s payment obligations
Either party’s gross negligence or willful misconduct
Violations of intellectual property rights
Matters that cannot be limited under applicable law

9.4 Supplier Liability

EEG’s suppliers and licensors have no liability under this Agreement and are third-party beneficiaries of this Section 9.

9.5 Essential Purpose

The parties acknowledge that the limitations in this Section 9 are fundamental elements of the basis of the bargain and that EEG would not provide the Services without these limitations.

10. INDEMNIFICATION

10.1 EEG Indemnification

EEG shall defend, indemnify, and hold harmless Client from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorney fees) arising from:

Infringement of any U.S. copyright or misappropriation of any U.S. trade secret by the Platform or Published Services (excluding Client Content, End User Data, and third-party components)
EEG’s gross negligence or willful misconduct
EEG’s breach of its confidentiality obligations under Section 7

Exclusions: EEG has no obligation to indemnify for claims arising from:

Modification of the Platform by anyone other than EEG
Use of the Platform in combination with products or services not provided by EEG
Use of the Platform in violation of this Agreement or applicable law
Client Content, End User Data, or other materials provided by Client

Remedies: If the Platform becomes or is likely to become subject to an infringement claim, EEG may, at its option:

Procure the right for Client to continue using the Platform
Replace or modify the infringing component to make it non-infringing
Terminate the affected portion of the Services and refund prorated prepaid fees for the remainder of the Term

10.2 Client Indemnification

Client shall defend, indemnify, and hold harmless EEG from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorney fees) arising from:

Client Content, including any claim that Client Content infringes intellectual property rights or violates privacy or publicity rights
End User Data and Client’s collection, use, or processing thereof
Client’s use of the Services in violation of this Agreement or applicable law
Client’s breach of its representations, warranties, or obligations under this Agreement
Any claim by an End User related to an Event or Published Service
Client’s negligence or willful misconduct

10.3 Indemnification Procedures

A party’s indemnification obligation is conditioned upon:

The indemnified party providing prompt written notice of the claim
The indemnifying party having sole control of the defense and settlement negotiations
The indemnified party providing reasonable cooperation and assistance (at indemnifying party’s expense)

The indemnified party may participate in the defense with its own counsel at its own expense. The indemnifying party may not settle any claim in a manner that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without the indemnified party’s prior written consent.

10.4 Exclusive Remedy

This Section 10 states the indemnifying party’s sole liability and the indemnified party’s exclusive remedy for the claims described herein.

11. TERM AND TERMINATION

11.1 Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Each Order Form has its own specified Term as stated therein.

11.2 Termination for Cause

Either party may terminate this Agreement or an Order Form if the other party:

Materially breaches this Agreement and fails to cure within thirty (30) days after written notice (or ten (10) days for payment breaches)
Becomes insolvent, files for bankruptcy, or has a receiver appointed
Ceases business operations or undergoes liquidation

11.3 Termination for Convenience

Client may terminate an Order Form for convenience only as expressly provided in that Order Form. Any such termination does not relieve Client of the obligation to pay all fees for the remainder of the Term.

11.4 Effect of Termination

Upon termination or expiration:

All licenses granted to Client immediately terminate
Client shall cease all use of and access to the Platform and Services
EEG will provide Client with access to retrieve End User Data for thirty (30) days (data retrieval fee may apply)
After the retrieval period, EEG may delete all Client Content and End User Data, except as required by law
Sections that by their nature should survive termination will survive

11.5 Surviving Provisions

The following sections survive termination: Sections 1 (Definitions), 5 (Intellectual Property Rights), 6.4 (Non-Refundable Fees), 7 (Confidentiality), 8.4 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General Provisions).

11.6 Data Retention and Deletion

Upon termination:

EEG will retain Client Content and End User Data for thirty (30) days to allow Client to retrieve it
Client may request data export in a commonly used format (subject to technical feasibility)
After the retention period, EEG will delete or anonymize all Personal Data unless legal retention is required
EEG may retain anonymized, aggregated usage data for internal business purposes

12. GENERAL PROVISIONS

12.1 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, epidemics, pandemics, government orders, labor disputes, internet or telecommunications failures, or third-party service provider failures. The affected party shall provide notice and use reasonable efforts to resume performance. If performance is suspended for more than ninety (90) days, either party may terminate the affected Order Form without liability.

12.2 Independent Contractors

The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf without prior written consent.

12.3 Notices

All notices must be in writing and delivered by:

Personal delivery (effective upon receipt)
Overnight courier (effective upon receipt)
Email (effective upon transmission with confirmation)
Certified or registered mail (effective two business days after mailing)

Notices to Client shall be sent to the address or email provided in the Order Form. Notices to EEG shall be sent to:

Enterprise Events Group
Attn: Legal Department
950 Northgate Drive, Suite 100
San Rafael, CA 94903

Either party may change its notice address by providing written notice to the other party.

12.4 Assignment

Client may not assign this Agreement or any Order Form without EEG’s prior written consent. EEG may assign this Agreement to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets upon notice to Client. Any attempted assignment in violation of this section is void. This Agreement binds and benefits the parties’ permitted successors and assigns.

12.5 Modifications

EEG may update these Terms from time to time by:

Posting the updated Terms on EEG’s website (www.eeginc.com) with a revised Effective Date, or
Providing written notice to Client (email to the address in the Order Form constitutes written notice)

Client’s continued use of the Services after the effective date of modifications constitutes acceptance of the updated Terms. Material changes will be notified to Client at least thirty (30) days in advance. If Client objects to the modifications, Client’s sole remedy is to terminate the Agreement as provided in Section 11.2.

Modifications to Order Forms must be made in writing signed by both parties.

12.6 Waiver

No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. No waiver shall be effective unless in writing and signed by the waiving party. Any waiver shall apply only to the specific instance and does not waive future rights or obligations.

12.7 Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

12.8 Entire Agreement

This Agreement, together with all Order Forms and referenced documents, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. This Agreement may only be amended by a writing signed by both parties, except as provided in Section 12.5.

12.9 Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Marin County, California, or the United States District Court for the Northern District of California. Each party irrevocably submits to the jurisdiction and venue of these courts and waives any objection based on inconvenient forum.

12.10 Attorney Fees

In the event either party must retain an attorney to enforce this Agreement or to file or defend any action arising out of this Agreement, the prevailing party in the action is entitled, in addition to any other remedies available to it, to recover from the other party its reasonable fees for lawyers and expert witnesses, plus court costs and expenses as a court of competent jurisdiction may fix. The term “prevailing party” for the purposes of this Section includes a defendant who has by motion, judgment, verdict, or dismissal by the court, successfully defended against any claim that has been asserted against it.