Association – Terms & Conditions

Effective Date: August 1, 2022
Last Updated: August 1, 2022

Definitions

For the purposes of this Agreement, the following capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth below (which shall apply equally to the singular, plural and correlative forms of such terms).

• “Association Event Data” shall mean oral and written materials and other presentation media offered by speakers contracted or provided by Association and used in Events.
• “Association Responsibilities” shall mean Association’s responsibilities specified in Section 20.
• “CE Tracker” shall mean the TPN proprietary application that provides information regarding the continuing education history of TPN User connected to an Association’s Organization Account.
• “Confidential Information” shall mean all data, information and documents disclosed by one party, on behalf of itself (the “Discloser”), to the other party (the “Recipient”) during the term of this Agreement, either orally or in writing, which the Discloser has identified as confidential or whose confidential nature is reasonably apparent based on the circumstances under which the information was made available.  For the avoidance of doubt, the Association’s information is Association’s Confidential Information, and TPN’s information is TPN’s Confidential Information
• “Conferences” shall mean multi-day and multi-speaker virtual Events.
• “Events” shall mean Conferences, Workshops and ODE
• “Intellectual Property Rights” shall mean all patent rights, copyright rights, utility ml rights, database rights, trade secret rights, trademark and service mark rights (including all goodwill associated therewith), rights of publicity, authors’ rights, mask work rights, industrial rights, and all other intellectual property, proprietary or other rights, as may exist now and/or hereafter come into existence, including without limitation, (a) all rights, whether existing now or in the future, whether statutory or common law, whether subject to protection under statute, regulation or common law, in any jurisdiction in the world, together with all national, foreign and all applications therefor and state registrations, applications for registration and all renewals and extensions thereof (including without limitation any continuations, continuations-in-part, divisionals, reissues, re-examinations, renewals and extensions thereof); (b) all benefits, privileges, causes of action and remedies relating to any of the foregoing, whether before or hereafter accrued (including without limitation the exclusive rights to apply for and maintain all such registrations, renewals and extensions); and (c) all rights to sue for all past, present and future infringements or other violations of any of the foregoing rights, and the right to settle and retain proceeds from any such actions.
• “Members” shall mean clinicians who are formally associated with the Association
• “ODE” shall mean the video recordings of Conference and Workshops.
• “ODE Election” shall mean Association has agreed to the Definitions and Terms relating to ODE contained herein.
• “Order Form” shall mean the form containing specific business terms.
• “Organization Account” shall mean designated TPN Users who are aggregated under a single group identity by the Association.
• “Organization Account Services” shall mean TPN Services relating to continue education credentialing, CE Tracker and financial services for an Association as further described in the Order Form.
• “Sponsor” shall mean circumstances where Association provides speakers, Association Data and other support for Events and receives TPN Data.
• “Term” shall mean the initial term (“Initial Term”) together with all renewal terms (each a “Renewal Term”).
• “TPN Data” shall mean the information and data provided to an Association.
• “TPN Network” shall mean all TPN Users
• “TPN Responsibilities” shall mean TPN’s responsibilities contained in Section 19 and Section 21.
• “TPN Users” shall mean registered participants approved to access the Services
• “Workshops” shall mean single day, single speaker virtual Events.

TPN Services TO Association

• Services. Subject to and conditioned on the terms and conditions of this Agreement, TPN hereby agrees to provide the agreed Services to Association.
• Acceptance of the Services. Association accepts the terms and conditions of this Agreement and the Services.

TPN Data License TO Association

• License Grant. Subject to and conditioned on the terms and conditions of this Agreement, TPN hereby grants to Association a limited non-transferable, non-sublicensable, non-fee-bearing license to use TPN Data.
• Acceptance of the License. Association accepts the terms and conditions of this Agreement and the License.

Association Data and ODE License to TPN

• License Grant. Subject to and conditioned on the terms and conditions of this Agreement, Association hereby grants to TPN a three (3)-year, transferable, sublicensable, non-fee-bearing, worldwide license to use Association Data from Events and ODE if elected as provided by speakers contracted or employed by Association, unless such speakers are contracted directly by TPN.
• Acceptance of the License. TPN accepts the terms and conditions of this Agreement and the license.
• Election to Opt-Out of IDE License. Association may elect to not have ODE included in this Agreement by notifying TPN in advance of the Event.

Access to Services, TPN Data, Association Data

The Parties shall take all commercially reasonable means to ensure that access to Services and Events are provided only to persons and Organizations who have agreed to the TPN Terms of Use or are persons who are employees of Association or TPN. The Parties shall be liable for, and shall indemnify each other for, any losses suffered arising out of any use of Services, TPN Data and Association Data which is outside of the scope of this Agreement.

Restrictions on Use of Services and ODE

Except as otherwise expressly provided herein or in the Order Form, the Parties shall not (a) use the Services, TPN Data, Association Data or ODE for any illegal or unlawful purpose; (b) publish, post or distribute Association Data or ODE to any person other than internally to Association or to TPN Users; (c) decompile, disassemble, decrypt, extract ODE; or (d) remove or alter any trademark, logo, copyright or other proprietary or confidentiality notices, legends, symbols or labels on Data or ODE. The Parties agree that any violation of this Section 6 is a material breach of this Agreement and constitutes grounds for revocation of the License and immediate termination of this Agreement, in addition to any other legal or equitable remedies available at law or in equity.

Exclusivity

The Parties acknowledge and agree this Agreement does not create an exclusive relationship between the Parties.

Intellectual Property Rights

• Association Data and ODE. As between the parties hereto, TPN acknowledges and agrees that Association holds all right, title and interest directly or indirectly in Association Data and ODE and the Intellectual Property Rights in Association Data and ODE provided by speakers contracted or employed by Association unless such speakers are contracted directly by TPN. TPN acknowledges and agrees that Association Data and ODE are licensed and not sold to TPN, and TPN has only the limited rights under this Agreement to use of Association Data and ODE. Association reserves all other rights.
• TPN Data. As between the parties hereto, Association acknowledges and agrees that TPN holds all right, title and interest in and to TPN Data and the format in which such data is provided, and the Intellectual Property Rights in and to such data. Association acknowledges and agrees that TPN Data is licensed and not sold to Association, and Association has only the limited rights to use such TPN Data set forth herein. TPN reserves all other rights.

Trademarks

• Trademark Usage and License. Solely in the course of TPN’s use of Association Data and ODE in accordance with this Section 9, TPN may use Association’s logos, trade names and trademarks (“Association Marks”), and only in connection with marketing and promoting Events and other services that utilize the Association Data and ODE. Association grants no rights with respect to the Association Marks, other than expressly granted hereunder. TPN acknowledges and agrees that Association is the exclusive owner of the Association Marks and that any and all goodwill derived from the use of the Association Marks by TPN hereunder inures solely to the benefit of Association. Any misuse of the Association Marks by TPN may, at Association’s discretion, be deemed a material breach of this Agreement that is incapable of cure. Solely in the course of Association’s engagement with TPN with this Section 8, Association may use TPN’s logos, trade names and (“TPN Marks”) and only in connection with marketing and promoting Events and other services that utilize ODE. All such use shall be in compliance with all of TPN’s then-current trademark, logo and usage guidelines or as otherwise approved in writing in advance by TPN. TPN grants no rights with respect to the TPN Marks, other than expressly granted hereunder. Association acknowledges and agrees that TPN is the exclusive owner of the TPN Marks and that any and all goodwill derived from the use of the TPN Marks by Association hereunder inures solely to the benefit of TPN. Any misuse of the TPN Marks by Association may, at TPN’s discretion, be deemed a material breach of this Agreement that is incapable of cure.

Fees; Payments

• Fees. TPN shall pay the fees (“Fees”) set forth in the Order Form without offset or deduction within thirty (30) calendar days after TPN’s receipt of an invoice or agreed payment reconciliation.
• Late Payments. If TPN fails to make any payment when due hereunder, in addition to all other remedies that may be available: (a) Association may charge interest on the past due amount at the rate of 1% per month or, if lower, the highest rate permitted under applicable law, with such interest beginning to accrue on the next business day following TPN’s receipt of written notice from Association that such payment is past due under this Agreement; and (b) if such failure continues for sixty (60) days following TPN’s receipt of the written notice described in Section 10.2(a) hereof, Association may suspend the Services and licenses until all past due amounts and interest thereon have been paid.
• Taxes. All Fees and other amounts payable by TPN under this Agreement may include 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 to Association hereunder.

Reporting of TPN Data

TPN shall keep records relating to use of the Association Data and ODE as described in Sections 2.1. Such supporting information shall not include information deemed proprietary by TPN, shall constitute Confidential Information under this Agreement, and shall be used by Association exclusively for the purpose of verifying self-reporting.

Term; Termination

• Term. The Term of this Agreement shall be for the Initial Term as set forth in the Order Form. Notwithstanding anything to the contrary in this Agreement, either Party can terminate this Agreement at any time with sixty (60) day notice, with such termination effective upon the date notice is given.
• Termination for Cause. In addition to any other express termination rights set forth elsewhere in this Agreement, either party may terminate this Agreement: (a) effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or (b) effective on written notice to the other party if the other party presents a petition or has a petition presented by a creditor for its winding up, or enters into compulsory or voluntary liquidation (other than for the purpose of a bona-fide reconstruction or amalgamation), or has a receiver of all or any of its undertakings or assets appointed, or ceases to carry on business.
• Effect of Termination. Upon termination or expiration of this Agreement, the Services and Licenses granted by the parties under this Agreement, except for the ODE license if elected set forth in the Section 4 of this Agreement, shall terminate immediately, Association will cease providing Association Responsibilities and TPN shall cease to provide TPN Data, provided that Association and TPN shall continue to maintain the confidentiality of any Association information and TPN Data and Confidential Information that has been retained in accordance with Section 13. This Section 12.3 and all Sections pertaining to ODE and 13 through 18 shall survive any termination or expiration of this Agreement.

Confidentiality

• Use of Confidential Information. Each party acknowledges that it may gain access to Confidential Information of the other party in connection with this Agreement. As a condition to being provided with such Confidential Information, the Recipient agrees, for so long as Recipient maintains possession, custody or control over Discloser’s Confidential Information, to: (a) not use the Discloser’s Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; (b) maintain the Discloser’s Confidential Information in strict confidence and, subject to Section 13.2, not disclose the Discloser’s Confidential Information without the Discloser’s prior written consent, provided that the Recipient may disclose the Discloser’s Confidential Information to its respective officers, employees, and other personnel who have a “need to know” for purposes of this Agreement and who have agreed to comply with nondisclosure or confidentiality obligations at least as restrictive as those set forth in this Section 13.1; (c) notify the Discloser in writing immediately of any unauthorized accessing, possession or use of the Discloser’s Confidential Information (whether inadvertent or otherwise) of which it may become aware and cooperate with the Discloser in any investigation or litigation relating to or arising from any of such unauthorized acts; and (d) use reasonable care, at least as protective as the efforts it uses with respect to its own Confidential Information of like nature, but never less than reasonable care, to safeguard the Discloser’s Confidential Information from use or disclosure other than as permitted hereby.
• Exceptions. The terms of Section 13.1 shall not apply to information that the Recipient can demonstrate: (a) was already known to the Recipient without restriction on use or disclosure prior to receipt of such information from the Discloser; (b) was or is independently developed by the Recipient without reference to or use of any of the Discloser’s Confidential Information; (c) was or becomes generally known by the public other than by breach of this Agreement; or (d) was received by the Recipient from a third party who was not, at the time, under any obligation to the Discloser or any other party to maintain the confidentiality of such information.
• Other Disclosures. In addition to, and not by way of limitation on, such disclosures of Confidential Information as may be permitted under other sections of this Agreement, the Recipient may disclose Confidential Information solely to the extent necessary to: (i) comply with the requests of government auditors, regulators, self-regulatory organizations or exchanges with appropriate jurisdiction over the Recipient; or (ii) comply with a valid subpoena, summons, order, or other requirement of a court of competent jurisdiction or a government agency or as otherwise required by applicable law, rule or regulation ((i) and (ii) hereinafter, a “Legal Request or Requirement”), provided that the Recipient to the extent reasonably practicable and legally allowable (i) gives the Discloser prompt written notice of any such Legal Request or Requirement to allow the Discloser the opportunity to seek a protective order or other appropriate remedy, and (ii) attempts to obtain the Discloser’s consent for such disclosure, except that the Recipient shall not be required to act in accordance with (i) and (ii) above if compliance with the foregoing would cause it to violate the instructions of a government agency or regulator, court order, or other Legal Request or Requirement. In making any such disclosure, the Recipient shall (a) disclose only such information as is required or requested in the Legal Request or Requirement; (b) use commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed and (c) reasonably cooperate with the Discloser in seeking a protective order or other appropriate remedy (provided that the Discloser reimburse the Recipient for any costs (including reasonable attorneys’ fees) incurred in connection with such efforts). Nothing herein shall require Association or TPN, to fail to honor a Legal Request or Requirement on a timely basis.

Representations and Warranties

• Association Warranty. Association represents and warrants to TPN that (a) it owns all right, title, and interest in Association Data and ODE or that in the case of any third-party data that is incorporated into the Association Data, and ODE it has the right to provide the services and grant the licenses granted hereunder and (b) during the Initial Term and any Renewal Term of this Agreement it shall be and remain in compliance with, and shall perform all of its obligations hereunder in accordance with, any and all applicable laws, rules, regulations (including, without limitation, any and all applicable securities and anti-trust laws, rules and regulations) and possess and maintain any and all necessary licenses, consents and permits.
• TPN Representations and Warranties. TPN represents and warrants to Association that: (a) TPN owns all right, title, and interest in and to the TPN Data or that in the case of any third party data that is incorporated into the TPN Data, it has the right to grant the licenses granted hereunder; (b) during the Initial Term and any Renewal Term of this Agreement TPN shall be and remain in compliance with, and shall perform all of its obligations hereunder in accordance with, any and all applicable laws, rules, regulations (including, without limitation, any and all applicable securities and anti-trust laws, rules and regulations) and possess and maintain any and all necessary licenses, consents and permits and (c) TPN will be responsible and liable for its compliance with the terms and conditions of this Agreement.
• Disclaimer of Warranties. TPN ACCEPTS RESPONSIBILITY FOR THE USEFULNESS OF THE DATA AND ODE AND ACKNOWLEDGES THAT ASSOCIATION MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT THOSE EXPRESSLY PROVIDED IN THIS SECTION 14. ASSOCIATION HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSEOF THE DATA AND ODE OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE DATA AND ODE. ASSOCIATION ACCEPTS RESPONSIBILITY FOR THE USEFULNESS OF THE TPN SERVICES AND DATA AND ACKNOWLEDGES THAT TPN MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT THOSE EXPRESSLY PROVIDED IN THIS SECTION 14. ASSOCIATION HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED SERVICES, ERROR-FREE DATA OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF DATA.

Indemnification

• By TPN. TPN will indemnify and hold harmless Association and Association’s officers, directors, employees and agents (“Association Indemnitees”) from and against any and all losses, liability, damages, costs, and expenses (including reasonable attorneys’ fees, expert witness fees, and court costs) (collectively, “Losses”) directly or indirectly resulting from a third party’s claims that the TPN Services infringes such third party’s Intellectual Property Rights. TPN also will indemnify and hold harmless the Association Indemnitees from and against any and all Losses which any of them have incurred or paid to any third party resulting from a breach of any of TPN’s representations and warranties under this Agreement.
• By Association. Association will indemnify and hold harmless TPN and TPN’s officers, directors, employees and agents (“TPN Indemnitees”) from and against any and all losses, liability, damages, costs, and expenses (including reasonable attorneys’ fees, expert witness fees, and court costs) (collectively, “Losses”) directly or indirectly resulting from a third party’s claims that the Association Data infringes such third party’s Intellectual Property Rights. TPN also will indemnify and hold harmless the TPN Indemnitees from and against any and all Losses which any of them have incurred or paid to any third party resulting from a breach of any of Association’s representations and warranties under this Agreement.
• Procedure. The party seeking indemnification under this Section 15 shall: (a) provide notice of the applicable indemnified claim to the indemnifying party within a reasonable time after becoming aware of such claim (unless the indemnified party is legally precluded from providing such notice); (b) provide reasonable assistance to the indemnifying party in the defense of the indemnified claim; and (c) tender the control of the defense of the indemnified claim to the indemnifying party, who will promptly assume and conduct (at its own expense) the full defense and/or settlement of any indemnified claim. The indemnifying party shall not settle any indemnified claim that contains an admission of liability or wrongdoing on the part of the indemnified party or imposes a material obligation (including payment obligation) on the indemnified party without the prior written consent of the indemnified party. The indemnified party may participate in the defense and settlement of any claim for which it is entitled to indemnification at its sole expense.

Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REVENUE, BUSINESS, SAVINGS, DATA OR USE, OR THE COST OF SUBSTITUTE PROCUREMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT AS MAY ARISE FROM (a) SUCH PARTY’S FRAUD, GROSS NEGLIGENCE OR WILFULL MISCONDUCT, OR (b) EITHER PARTY’S RESPECTIVE BREACHES OF SECTIONS 2.1, 3.1 4.1, 6 AND 13 OR INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 13.1 AND 13.2 . EXCEPT AS RELATES TO BREACHES OF SECTIONS 6 AND 13 OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 15.1 AND 15.2, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER BASED ON NEGLIGENCE, CONTRACT, TORT, INDEMNIFICATION, STRICT LIABILITY OR ANY OTHER THEORY, WILL NOT EXCEED THE AMOUNTS PAID (OR PAYABLE) TO ASSOCIATION UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH A PARTY NOTIFIES THE OTHER PARTY OF THE CLAIM.

Dispute Resolution

• Informal Dispute Resolution.  Any dispute, controversy or claim arising out of or relating to this Agreement (a “Dispute”) shall first be submitted for negotiation and informal resolution to the contact persons named on the Order Form by delivery of written notice (a “Dispute Notice”).  Such persons shall negotiate in good faith to resolve the Dispute.
• Equitable Relief. Each party acknowledges that a breach of Section 13 by either party will irreparably harm the other party, a breach of Section 6 by TPN will irreparably harm Association, and that such harms may not be susceptible to accurate measurement for the purpose of calculating money damages. Accordingly, each party (as the Discloser) and Association (with respect to Section 6) will have the right to seek one or more injunctions and/or other equitable relief to prevent such breaches or threatened breaches without the necessity of posting a bond or other security.

General Terms

• Relationship of Parties. Both parties are, and shall remain at all times, independent, and nothing in this Agreement will be construed to create (a) an agency, employment, fiduciary, partnership, representative, joint venture or any other relationship between the parties or (b) an agency, employment, fiduciary, partnership, representative, joint venture or any other relationship or agreement between TPN and any TPN User Association or customer.
• Assignment. Association may not assign this Agreement or any of its rights or obligations hereunder to any third party without TPN’s prior written consent. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
• Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without reference to its conflicts of law provisions. Any Dispute regarding this Agreement not resolved pursuant to Section 17 shall be subject to the exclusive jurisdiction of the state and federal courts located in Orleans Parish, Louisiana, and the parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts. ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT ARE EXPRESSLY AND IRREVOCABLY WAIVED BY THE PARTIES HERETO.
• No Third-Party Beneficiary. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and is not intended to convey any rights or benefits to any third party, nor will this Agreement be interpreted to convey any rights or benefits to any person except the parties hereto.
• Force Majeure. Neither party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events. The party affected by the Force Majeure Event will promptly notify the other party and will resume performance when the Force Majeure Event is no longer effective. “Force Majeure Events” means events beyond a party’s reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in government cs, ordinances, laws, rules, regulations, or restrictions), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks.
• Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall be in writing to be effective and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
• Severability. Any determination that any provision of this Agreement or any application thereof is invalid, illegal or unenforceable in any respect in any instance shall not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.
• Captions and Section Headings. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
• Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) three(3) days after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the parties hereto at the addresses set forth on the signature page below or at such other address or electronic mail address as parties may designate by ten (10) days advance written notice to the other parties hereto.
• Entire Agreement; Amendment. This Agreement contains the complete understanding between the parties with respect to their respective subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No changes, amendments, or alterations to this Agreement shall be effective unless signed by duly authorized representatives of both parties, except as expressly provided herein. No terms on purchase orders, invoices or like documents exchanged between the parties shall modify or supplement the terms of this Agreement and shall be deemed void and shall have no effect.
• Counterparts. This Agreement may be executed and delivered in one or more counterparts (including facsimile, PDF or other electronic counterparts), with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.

TPN Responsibilities for Event

• Deliverables: TPN will provide marketing, registration, ODE, speaker support, attendee support, Services including TPN platform, facilities, and continuing education certificate distribution and storage
• Timing: Pre-Event services beginning with marketing and registration, Event services on presentation day(s), post-Event services including continuing education administration.
• Speakers: TPN will review and provide materials for TPN provided speakers. TPN will present training and materials in a professional manner consistent with behavioral health industry standards.

Association Responsibilities for Event

• Speakers: Expert training on agreed upon topics for agreed upon durations. Materials required by Association to fulfill training requirements. TPN expectation for Speakers is generally described in the TPN Speakers form which can be found at https://form.jotform.com/203575070486054

TPN Services through TPN Platform

• TPN Applications. On-Network Association profile (Your profile), On-Network access to all TPN users, analytical dashboards that aggregate TPN Users into an Association specified Organization Account, Event Reporting that includes analytical dashboards that display individual and aggregated data on Event registrants and attendees, and a Community Board for Communications
• TPN Data accessed via TPN Applications. All Clinician Profiles, all Association Event Data, and CE data on Clinician Followers
• TPN Events. Marketing to TPN Users, digital platform for virtual events, event presentation materials, continuing education certificates if any, attendee tracking, and on demand education (ODE) recording, storage, and distributions