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Informa Markets Physical Sponsorships & Exhibitions Terms And Conditions
1. Definitions
In these Conditions, the following terms have the following meanings:
1.1. Advertising: any promotional and/or advertising element of the Package set out in the Booking Form (which may include, without limitation, both online/digital and offline/printed advertising and/or Client’s sponsorship of, provision of content for and/or delivery of viewable and/or downloadable digital content such as whitepapers and digital events (for example, webinars and/or other content sessions));
1.2. Booking Form: the cover page, purchase order, insertion order, or booking form to which these Conditions are attached and/or incorporated into by reference setting out the details of the Package or such other document setting out the details of the Package as Organizer may choose in its sole discretion to accept;
1.3. Calendar Year: a full twelve (12) month period beginning on January 1 and ending on December 31;
1.4. Client: the person, company, organization, association, or other entity set out in the Booking Form that is purchasing the Package;
1.5. Conditions: these terms and conditions;
1.6. Contract: together, these Conditions and the Booking Form;
1.7. Data Protection Law: all laws related to data protection and privacy that are applicable to any territory where Organizer or Client processes personal data, where the Event takes place, where any element of the Package is provided and/or where Organizer or Client is established;
1.8. Deliverables: any item, feature and/or output in the supply of the Advertising being provided pursuant to this Contract (including, without limitation, any documents, products, content and materials);
1.9. Devices: any visitor lead capture application or barcode scanner device;
1.10. Directory: any online product and/or services directory or other listing (whether exclusively featuring exhibitors, sponsors and attendees of the Event or otherwise and whether contained within the Platform or otherwise), which may include, without limitation, matchmaking functionality;
1.11. Directory Content: all content, materials and other information that is provided by Client and/or its Personnel (whether by uploading directly to a Directory or via any other means) for inclusion in a Directory;
1.12. Event: the exhibition, conference, show or other event organized by Organizer set out in the Booking Form;
1.13. Fees: the fees payable by Client for the Package set out in the Booking Form;
1.14. Force Majeure Event: any event or circumstance arising that is not within Organizer’s reasonable control (including, without limitation, governmental regulations or action, imposition of sanctions, embargo, military action, acts of terrorism or war, civil commotion or riot, epidemic, pandemic, fire, acts of God, flood, drought, earthquake, natural disaster, royal demise, third party contractor/supplier failure, Venue damage or cancellation, industrial dispute, interruption/failure of utility service or nuclear, chemical or biological contamination);
1.15. Informa Group: includes any entity whose ultimate parent company is Informa PLC, including, without limitation, each of their respective employees, officers, directors, agents and representatives, and the Organizer;
1.16. Intellectual Property Rights: trademarks, trading names, domain names, logos, rights in design, copyrights, database rights, moral rights, goodwill, rights of confidence, know-how and trade secrets and all other intellectual property rights or analogous rights, whether registered or unregistered, that subsist now or in the future anywhere in the world;
1.17. Manual: any manual, service kit or guide provided to Client by Organizer in respect of the Event, as updated by Organizer from time to time;
1.18. Marketing Services: any marketing services element of the Sponsorship set out in the Booking Form (which may include, without limitation, the distribution of e-mails to third parties by way of a promotional campaign, data authentication services, and data enhancement services);
1.19. Materials: all content, materials and other information that is provided by Client and/or its Personnel, or otherwise on Client’s behalf (including, without limitation, Client’s name, profile, descriptions of products and/or services, logos, copy, text, photographs, audios, videos, artwork and/or content session data);
1.20. Online Area: any virtual exhibition space and/or other online area within the Platform allocated to Client set out in the Booking Form;
1.21. Opening Date: the first date on which the Event is scheduled to be open to members of the public;
1.22. Organizer: the Informa Group legal entity set out in the Booking Form that is providing the Package;
1.23. Owners: the owners, management and/or operators of the Venue;
1.24. Package: the Space and/or Sponsorship and/or Advertising and/or Directory and/or Devices and/or Online Area package purchased by Client in relation to the Event set out in the Booking Form, as may be updated by the parties from time to time;
1.25. Personnel: any employee, consultant, agent, other representative or contractor (or any employee, consultant, agent, or other representative thereof) engaged or employed by a party in connection with the Event;
1.26. Platform: the online environment and/or technology solution via which certain elements of the Package will be made available by Organizer, which will be accessible via the Website;
1.27. Publication: the publication, website, platform, media and/or other property (in digital and/or printed format) set out in the Booking Form on and/or in which the Advertising shall be placed.
1.28. Reportable Breach: any breach of security leading to the accidental, unauthorized or unlawful processing of, destruction of, loss of, corruption of, alteration to or access to personal data;
1.29. Space: any physical exhibition space allocated to Client set out in the Booking Form;
1.30. Sponsorship: any sponsorship and/or promotional element of the Package set out in the Booking Form (which may include, without limitation, Advertising, Marketing Services and/or opportunities to sponsor, contribute to and/or deliver content sessions);
1.31. Venue: the venue at which the Event is to be staged; and
1.32. Website: any website address and/or application, which will be made available by Organizer, via which the Platform will be accessible.
2. Package
2.1. Once submitted to Organizer, a Booking Form constitutes an offer to purchase a Package in accordance with these Conditions and is irrevocable by Client. The submission of a Booking Form does not guarantee that Client will be: (i) permitted to exhibit at or otherwise participate in the Event, (ii) assigned to a particular exhibit hall, section or location within the Venue, and/or (iii) provided with the actual Package (including, without limitation, the amount of Space and/or Sponsorship) requested. Organizer reserves the right to reject any Booking Form. A binding contract shall only come into effect when written confirmation (whether by e-mail or otherwise) of acceptance is sent by Organizer to Client (whether or not it is received). Except as set out in these Conditions, no variation of this Contract, including, without limitation, any updates to the Package, shall be effective unless such variation is agreed in writing by both parties. These Conditions apply to this Contract to the exclusion of any other terms that Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Fees
3.1. Client shall pay the Fees in cleared funds in accordance with the payment terms stated in the Booking Form (or, if no such payment terms are stated on the Booking Form, all invoices are payable within thirty (30) days of Client’s receipt of the same). Organizer shall have no liability whatsoever if Client pays the Fees (or any portion thereof) into any bank account other than the bank account specifically designated by Organizer to Client for payment. In particular, Organizer (i) shall not be liable for, any loss, damage, cost, claim, or expense suffered or incurred by Client and/or any of its Personnel arising out of or in connection with third party fraud or scams, including, without limitation, false change of bank account communications, identity theft, fraudulent sales of Event attendee lists and imposter scams (collectively, “Business Scams”), and (ii) shall not have any obligation to address or investigate such Business Scams. Payment of the Fees into Organizer’s designated bank account only shall satisfy Client’s payment obligations under this Contract. To the extent that Client receives any communication notifying Client of a change in Organizer’s designated bank account, Client is required to verify the authenticity of the same directly with Organizer. Without prejudice to any other right or remedy it may have, if Organizer does not receive the Fees into Organizer’s designated bank account in cleared funds by the due date for payment, Organizer shall be entitled to: (i) refuse Client and its Personnel entry to the Event, (ii) refuse and/or withdraw the provision of any element of the Package, and/or (iii) charge interest on such overdue sum from the due date of payment at the rate of 1.5% per month (18% per annum) or, if less, the maximum rate permitted by applicable law, accruing on a daily basis and being compounded quarterly until payment of the overdue sum is made, whether before or after judgment. Where Organizer takes any such action, Client shall not be entitled to a refund of any portion of the Fees it has already paid in respect of the Package and the Fees shall remain due and payable in full.
3.2. In addition to the Fees, Client shall be responsible for any: (i) banking and other transfer of payment charges, and (ii) applicable VAT, GST, sales and/or service taxes. If and to the extent that any withholding taxes are payable in connection with the whole or any portion of the Fees, Client shall pay such withholding taxes directly to the relevant tax authority and furnish Organizer with a valid certificate evidencing payment. To the extent that a valid certificate is not provided, or to the extent that Organizer is unable to recover the withholding taxes, the amount of the Fees shall be increased by an amount necessary to compensate for the withholding taxes (including, without limitation, any amount necessary to “gross up” for withholding taxes levied on the increase itself).
3.3. Client acknowledges and agrees that certain services may be required by the Owners and/or Organizer for the safe and efficient operation of the Event, including, without limitation, connection to and consumption of utilities (for example, electricity) and inspection/health and safety auditing of exhibition stand/shell scheme plans. Such services shall be provided by contractors appointed by the Owners and/or Organizer and it is a condition of this Contract that Client uses such contractors for these services. Rates and charges for such services (“Contractor Fees”) shall be set out in the Manual or otherwise provided in writing by Organizer prior to the Opening Date. Client is solely responsible for payment of the Contractor Fees directly to each relevant contractor, in accordance with each relevant contractor’s payment terms. If Client fails to pay the Contractor Fees in accordance with such payment terms, Organizer may at its sole discretion: (i) pay such Contractor Fees itself and recharge Client directly for these, or (ii) deem that Client has committed an irremediable material breach of this Contract and exercise Organizer’s rights pursuant to Condition 17.1.
4. Client’s general obligations
4.1. Client shall comply with: (i) all laws (including, without limitation, all laws relating to anti-bribery, anti-corruption, trade sanctions, modern slavery and export controls), (ii) all rules, regulations and instructions issued by Organizer and/or the Owners from time to time in connection with any element of the Package (including, without limitation, in relation to health, safety and security requirements), and (iii) the provisions of the Manual, including, without limitation, all operational requirements stated therein.
4.2. Client warrants, represents and undertakes that: (i) it has the right, title and authority to enter into this Contract and perform its obligations hereunder, and (ii) the person signing or otherwise legally accepting this Contract on behalf of Client has the requisite authority to do so.
4.3. Client warrants, represents and undertakes that each of the Directory Content and Materials are: (i) accurate and complete, (ii) Client’s own original work (of which Client is the copyright owner) or that Client has gained copyright and any other applicable clearance, consent, approval, license or permission from any relevant third party (including, without limitation, the copyright owner and any regulatory authorities), in each case such that Client has the right to make such Directory Content and/or Materials available to Organizer in connection with the Package without restriction and that they do not breach or infringe anyone else’s rights (including, without limitation, the Intellectual Property Rights of any third party), (iii) not in any way defamatory, libelous, obscene, menacing, threatening, offensive, abusive or fraudulent, (iv) not in any way illegal and that they do not contravene any law or incite or encourage the contravention of any law, (v) not and will not be the subject of any claims, demands, liens, encumbrances or rights of any kind that could or will impair or interfere with Organizer’s use of the Directory Content and/or Materials in connection with the provision of the Package, and (vi) if provided in digital form, free from any viruses and any other malware or corrupting elements of any kind and that they shall not cause any adverse effect on the operation of any Organizer system, publication, website, platform, media or other property and/or on any users of any of the foregoing.
4.4. Organizer reserves the right to remove any Materials and/or Directory Content that it deems offensive, inappropriate, libellous, or non-compliant with the Conditions. Client shall ensure that neither the Materials nor Directory Content shall infringe the Intellectual Property Rights of any third party, and Client shall be solely responsible for checking the accuracy and compliance with laws of any Materials and Directory Content.
4.5. Client and its Personnel must not, and shall direct that its Personnel shall not: (i) act in any manner which causes offense, annoyance, nuisance or inconvenience to Organizer, the Owners and/or any other attendee of the Event, (ii) do anything which might adversely affect the reputation of Organizer, the Owners and/or the Event, (iii) make any statement that is defamatory, disparaging or derogatory to Organizer, the Owners or the Event and/or (iv) cause or permit any damage to the Venue or any part thereof or to any fixtures or fittings which are not the property of Client.
4.6. Client shall cooperate, in good faith, with Organizer in all matters relating to the Package and/or the Event. Without limitation, Client shall provide Organizer with all information as Organizer may reasonably request in respect of the Package and shall ensure that such information is accurate.
4.7. Client is solely responsible for obtaining passports, visas and other necessary documentation for entry into the country or territory where the Event is held. If Client and/or its Personnel cannot attend the Event due to a failure to obtain such documentation, the Fees shall remain due and payable in full.
4.8. Client is solely responsible for obtaining any licenses, regulatory approvals, customs clearances or other necessary consents required for Client to participate in the Event and display its exhibits, including, without limitation, any licenses or other necessary consents required for the playing of music or any other audio or visual material by Client and/or its Personnel.
4.9. Client consents to its details (including, without limitation, its name, logo and profile) being: (i) published in any show guide, directory and/or other promotional materials prepared in connection with the Event, and/or (ii) displayed on the Event website, the Platform and/or the Website. Although Organizer shall take reasonable care in any such publication/display, it shall not be liable for any errors, omissions or misquotations that may occur.
4.10. All unauthorized filming, sound recording, and photography of the Event and all unauthorized transmission of audio or visual material at the Event (collectively, the “Unauthorized Recording”) or any use thereof (including but not limited to commercial, advertisement, or promotional purposes) by Client and/or its Personnel is expressly prohibited. Client and its Personnel shall upon Organizer’s request, immediately surrender to Organizer or destroy on demand any Unauthorized Recording.
4.11. Client acknowledges and agrees that Organizer and its Personnel shall be permitted to film, sound record and photograph the Event, which may include, without limitation, filming, sound recording and photography featuring Client’s Personnel (the “Content”). Client agrees to make its Personnel aware of such filming, sound recording and photography of the Event. Client acknowledges and agrees that Organizer is the sole and exclusive owner of all rights in the Content and hereby waives any and all: (i) rights in and to such Content, and (ii) claims that Client may have relating to or arising from the Content or its use. Without limitation, Organizer shall be permitted to use the Content anywhere in the world for promotional and other purposes, without any payment or compensation. If any of Client’s Personnel has any objection to the use of their image in any filming, sound recording and/or photography of the Event, Client shall notify Organizer in writing.
4.12. Client acknowledges and agrees that all usernames and passwords used to access the Platform, the Website and/or any Directory are confidential and personal to Client and its Personnel (as applicable). Client shall not, and shall procure that its Personnel shall not, permit others to use such usernames and/or passwords and Client shall be liable for the acts and omissions of any person using such usernames and/or passwords (whether or not such use was authorized by Client and/or its Personnel). Client shall notify Organizer immediately of any unauthorized use of any usernames and/or passwords or any other breach of security regarding the Platform, the Website and/or any Directory that comes to its attention.
4.13. Client acknowledges and agrees that the terms of this Contract (including, without limitation, the amount of the Fees) and the provisions of the Manual shall constitute confidential information of Organizer and Client undertakes that it shall not at any time disclose the same to any third party.
4.14. Without prejudice to any other right or remedy it may have, if Client and/or any of its Personnel is in breach of this Contract, Organizer reserves the right without liability to: (i) suspend and/or discontinue the use of any Materials, and/or (ii) refuse and/or withdraw the provision of any element of the Package.
5.1. Each party acknowledges and agrees that it is responsible for its own processing of personal data in connection with this Contract, including, without limitation, any processing of personal data pursuant to a Data List (as defined in Condition 5.2) (and, where applicable, the parties agree that each party acts as a data controller for the purposes of the General Data Protection Regulation (Regulation (EU) 2016/679)). Each party shall: (i) only process personal data in compliance with, and shall not cause itself and/or the other party to be in breach of, Data Protection Law, and (ii) act reasonably in providing such information and assistance as the other party may reasonably request to enable the other party to comply with its obligations under Data Protection Law. If either party becomes aware of a Reportable Breach relating to the processing of personal data in connection with this Contract, it shall: (i) provide the other party with reasonable details of such Reportable Breach without undue delay, and (ii) act reasonably in cooperating with the other party in respect of any communications and/or notifications to be issued to any data subjects and/or supervisory authorities in respect of the Reportable Breach. If either party receives any communication from any supervisory authority relating to the processing of personal data in connection with this Contract, it shall: (i) provide the other party with reasonable details of such communication, and (ii) act reasonably in cooperating with the other party in respect of any response to the same. Organizer collects, uses and protects personal data in accordance with its privacy policy, which can be found here: https://www.informamarkets.com/en/privacy-policy.html.
5.2. Without prejudice to the generality of Condition 5.1, Client acknowledges and agrees that if it receives any list containing personal data from Organizer as part of the Package (a “Data List”), it shall: (i) keep the Data List confidential and not disclose it to any third party, (ii) only use the Data List for the purpose of making an initial approach to contacts on the Data List in response to their engagement with Client’s products and/or services as facilitated by the Package, (iii) securely delete or put beyond use all or any part of the Data List upon Organizer’s reasonable request or by such time as is required by Data Protection Law, whichever is earlier, and (iv) provide Organizer with reasonable details of any inquiry, complaint, notice and/or other communication it receives from any supervisory authority relating to Client’s use of the Data List, and act reasonably in cooperating with Organizer in respect of Client’s response to the same. Client acknowledges and agrees that Organizer shall only be obliged to provide Client with all or any part of a Data List to the extent that it is legally permitted to do so and Organizer shall not be liable if the volume of personal data provided to Client is less than anticipated as a result of Organizer’s compliance with Data Protection Law.
6. Materials
6.1. Client shall: (i) provide Organizer with all Materials within any deadlines specified by Organizer, and (ii) comply with Organizer’s specifications and technical requirements in relation to all Materials. If Client does not, Organizer reserves the right to refuse to print, publish or otherwise use any or all of the Materials (but all Fees shall remain due and payable in full).
6.2. Although Organizer shall take reasonable care in the production of any deliverable incorporating the Materials, it shall not be liable for any errors, omissions or misquotations that may occur. Organizer cannot guarantee any exact color matches in its incorporation of Materials and any color used in Materials are for graphic and textual guidance only. All Materials are subject to the approval of Organizer (however, notwithstanding any such approval, Client shall have sole responsibility and liability in respect of such Materials). Organizer reserves the right to reject any Materials at any time after receipt.
6.3. Client hereby grants to Organizer a royalty-free, non-exclusive, worldwide license to use the Materials and Client’s details on the Platform, the Website and/or in connection with the creation of any materials relating to the Event. Client acknowledges and agrees that, in view of the time and cost required in preparing such materials, in circumstances where this Contract is terminated Organizer may at its discretion continue to use the Materials and Client’s details after termination of this Contract where the time and cost required to remove the same from the Platform, the Website and/or any materials relating to the Event cannot reasonably be justified by Organizer.
7. Specific terms relating to Space
This Condition 7 shall only apply where Space is included in or is a part of the Client’s Package.
7.1. Organizer reserves the right at any time to make such alterations in the floor plan of the Event or in the specification of the Space as Organizer in its absolute opinion considers to be in the best interests of the Event, including, without limitation, altering the size, shape, location or position of the Space and/or the exhibition stand therein and/or changing or closing entrances, exits and access to the Venue. If the size of the Space is reduced, Client shall receive a pro-rata refund of the Fees payable in respect of the Space.
7.2. Organizer permits Client to use the Space for the purpose of displaying exhibits at the Event. Such use shall not constitute a tenancy and Client shall have no other rights to, or interest in, the Space. Client is only permitted to conduct business from the Space and shall not (nor shall it permit any other person to) conduct any display or exhibit, distribute publications or other materials or otherwise canvass or solicit for business in any other area of the Venue. Outside Exhibits/Hospitality Suites: Exhibitor is prohibited, without express written approval from IM, from displaying products/services and/or other advertising material in areas outside its booth space such as, but not limited to, parking lots, hotel lobbies, lounges, corridors, sleeping rooms, etc., as well as unauthorized facility tours. Exhibitor also agrees not to operate hospitality suites or host any hospitality functions during official Event hours or when any IM-sponsored activities are being held. Hospitality functions are permitted only upon payment by the Exhibitor of all fees due hereunder. All requests for a hospitality suite or public function space must be made through IM. If Exhibitor cancels or fails to occupy the exhibit space during official Event hours, IM reserves the right to notify the hotel to cancel any hospitality space and/or hotel guest rooms under Exhibitor’s name. Exhibitor shall remain liable for the payments made to the hotel.Client undertakes: (i) to occupy the Space in time for the opening of the Event, (ii) at all times during the Event to ensure that its Space (and exhibition stand therein) is (a) staffed by competent personnel, and (b) clean, tidy, well presented and free from unsafe materials/items and other hazards (failing which, Organizer reserves the right without liability to arrange for this to be done at Client’s risk and expense), and (iii) not to close its exhibition stand prior to the closing of the Event.
7.3. Client shall not permit the display of any exhibits within the Space or otherwise at the Event that do not exclusively relate to Client’s own commercial activities. Organizer reserves the right, without liability and at Client’s risk and expense, to remove any exhibit and/or stop any display or demonstration which Organizer considers in its sole discretion: (i) contravenes any law and/or any applicable industry regulations/standards, (ii) constitutes counterfeit goods and/or infringes the Intellectual Property Rights of any third party, (iii) is likely to cause offense, and/or (iv) does not otherwise comply with these Conditions.
7.4. Unless the provisions of Condition 7.6 apply, Client is solely responsible for all aspects of the set-up of the Space, including, without limitation, modular stand or similar construction, pipes and drapes, shell scheme, branding and dressing.
7.5. Organizer shall be responsible for setting-up a pre-built booth for Client in the Space (to include modular stand or similar construction, pipes and drapes and shell scheme) only where it has expressly agreed to do so in the Booking Form. Client is solely responsible for all aspects of dressing and branding of the Space.
7.6. Client may not share the Space with any third party without the prior written consent of Organizer (and any such consent shall be conditional on the Space sharer agreeing to comply with any terms, conditions and restrictions as may be prescribed by Organizer). If and to the extent that Client is permitted to share the Space, Client shall procure that any Space sharer and any Space sharer’s Personnel comply with this Contract, provided that Client shall be solely responsible for the Space in its entirety and shall be liable for any act or omission of any Space sharer and any Space sharer’s Personnel (including, without limitation, any breach of the terms of this Contract by the same). Unless otherwise agreed in writing by Organizer, Client shall ensure that at all times during the Event its exhibition stand is staffed by at least one of its own Personnel. Notwithstanding any approved Space sharing arrangement, Client shall itself remain wholly liable for the full amount of the Fees.
7.7. Food and/or beverages may only be supplied by Client and/or its Personnel with the prior written consent of Organizer. Without limitation to the foregoing, Client is forbidden to bring alcoholic beverages into the Venue without the prior written consent of Organizer (and additional corkage fees may apply).
7.8. Except in connection with any Event that is open to consumers and/or with the prior written consent of Organizer, retail sales (and the delivery of any associated products and/or services) are not permitted on the Event floor.
7.9. At such time after the close of the Event as Organizer may specify, or on any earlier termination of this Contract, all exhibits shall be removed from the Venue and the Space shall be delivered to Organizer in good and clean order and in such condition as initially provided to Client. Any Client property remaining after such time shall be considered abandoned and may be sold or otherwise disposed of by Organizer at Client’s risk and expense.
7.10. Organizer’s total liability in connection with the Space, howsoever arising, shall be limited to the total amount of the Fees paid by Client in respect of the Space.
8. Specific Terms Relating to Sponsorship & Advertising
This Condition 8 shall only apply where Sponsorship and/or Advertising is included in or is a part of the Client’s Package.
8.1. Organizer shall use commercially reasonable efforts to adhere to any delivery schedule set out in the Booking Form or as provided in writing by Organizer.
8.2. Unless otherwise set out in the Booking Form, proofs of Advertising shall not be provided to Client. Where proofs are provided to Client, Client shall provide any amendments within any deadlines specified by Organizer.
8.3. Organizer reserves the right, at its sole discretion, to place the word “advertisement” and/or a similar word or phrase alongside the Advertising to distinguish it from any editorial product.
8.4. The positioning of any Advertising is at Organizer’s sole discretion unless otherwise stated in the Booking Form.
8.5. Client warrants, represents and undertakes that any Materials provided in connection with the Advertising: (i) shall comply with any and all codes of practice related to advertising, (ii) to the extent that they contain any investment or financial promotion, are duly approved/authorized as required under relevant legislation, (iii) to the extent that they contain information relating to Client’s products and/or services, such information is limited to generic information only and is not advisory, and (iv) unless otherwise agreed with Organizer in writing, shall not promote the products and/or services of any of Client’s affiliates and/or any third party.
8.6. Organizer shall use its reasonable efforts to provide the Sponsorship in the size, position and manner as specified in the Booking Form, but shall not be liable where reasonable modifications are made.
8.7. If the Booking Form refers to any requirements concerning separation or adjacency of any Advertising from or to any information and/or materials relating to Client’s competitors (“Adjacency Requirements”), such language shall be deemed only to require Organizer to make commercially reasonable efforts to achieve the applicable Adjacency Requirements. Notwithstanding the foregoing, Organizer shall not be liable for any failure to comply with any Adjacency Requirement with respect to: (i) any Advertising placed on and/or in any publication, website, platform, media and/or other property other than a Publication that is under Organizer’s sole control, (ii) any Advertising placed on and/or in any Publication that Client and/or any of its Personnel is aware, or should reasonably be aware, may contain content in potential violation of such Adjacency Requirement, and/or (iii) any user-generated content.
8.8. If the Booking Form refers to a “guarantee” (or similar promise) as to number of leads, attendees, participants, clicks, impressions, or viewability and/or any other matter (any of the foregoing, a “Guarantee”), such language shall be deemed only to require Organizer to make commercially reasonable efforts to achieve the applicable threshold for such Guarantee.
8.9. Where all or any part of the Advertising comprises online/digital Advertising: (i) Organizer offers no guarantee against any Publication on the internet being interrupted and/or temporarily unavailable, (ii) Organizer cannot control the generation of clicks on any Advertising and, although Organizer uses certain methods to reasonably detect and filter certain click activity, it shall not be liable for click fraud, technological issues and/or other potentially invalid and/or non-human click activity that may affect click-based Deliverables, and (iii) for impression-based Deliverables (a) any timeframes set out in the Booking Form are estimated timeframes, dependent on the level of traffic to any relevant Publication, and (b) any determination and/or calculation of impressions shall be based on Organizer ad server reports, regardless of whether or not Client also utilizes an alternative third-party ad server. Client may not use any third-party ad server on any Organizer websites, platforms, media or other property.
8.10. Where all or any part of the Advertising comprises Client’s sponsorship of, provision of content for and/or delivery of a digital event (for example, a webinar), Client acknowledges and agrees that, unless otherwise set out in the Booking Form: (i) Organizer shall have sole discretion over all aspects of the format of the digital event and what the final content of the digital event shall be (including, without limitation, the inclusion or otherwise of any speakers and/or additional sponsors and/or additional content providers), and (ii) without limitation to Client’s underlying rights in the Materials, all rights, title and interests in and to the digital event shall belong to Organizer.
8.11. In relation to the Deliverables, unless otherwise set out in the Booking Form, Organizer: (i) and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables (excluding the Materials), and (ii) hereby grants to Client a royalty-free, non-exclusive, worldwide license to use the Deliverables (excluding the Materials) for the purpose of receiving the Package.
8.12. If the Package comprises of Marketing Services, Organizer shall use commercially reasonable efforts to adhere to any delivery schedule set out in the Booking Form. Where such Marketing Services include the distribution of e-mails to third parties by way of a promotional campaign, at Organizer’s request Client shall: (i) maintain and deliver to Organizer, by no later than five (5) days prior to the start of a campaign, a true, correct and complete suppression list containing e-mail addresses of those individuals who have opted out or unsubscribed from receiving communications from and/or relating to Client and/or any of its affiliates (a “Suppression List”), and (ii) for the duration of the campaign, provide Organizer with an updated Suppression List, in a format specified by Organizer, immediately following each instance that an individual has requested to be opted out or unsubscribed. To the extent that, pursuant to such Marketing Services, any e-mails will be sent to any e-mail addresses provided by Client and/or its Personnel, Client warrants, represents and undertakes that Client has obtained all consents and permissions required for such e-mails to be sent to such e-mail addresses and that no such e-mail address appears on any Suppression List. Where the Marketing Services include any data authentication, data enhancement or any other similar services, Client warrants, represents and undertakes that, to the extent Client shares or otherwise provides access to any personal data (including, without limitation, email addresses) or other information with Organizer in connection with such services, Client has obtained all consents and permissions required to share such data and/or information with Organizer. Client shall indemnify Informa Group and keep Informa Group effectively indemnified against any loss, damage, cost, claim or expense (including, without limitation, in connection with any regulatory action or fine) (collectively, “Claims”) suffered or incurred by Organizer and/or any member of the Informa Group arising out of or in connection with any breach by Client and/or its Personnel of this Condition 8.12.
8.13. Organizer’s total liability in connection with the Advertising and/or Sponsorship, howsoever arising, shall be limited to the total amount of the Fees paid by Client in respect of the respective Advertising and/or Sponsorship only.
9. Specific terms relating to Directories
This Condition 9 shall only apply where a Directory is included in or is a part of the Client’s Package.
9.1. All Directory Content shall be considered non-confidential and non-proprietary, and Client waives any moral rights in the Directory Content.
9.2. If the Directory Content contains information relating to Client’s products and/or services (images and details of which may be uploaded to a Directory), Client represents, warrants and undertakes that such information is limited to generic information only and is not advisory. Client shall ensure that the Directory Content relates exclusively to Client’s own commercial activities.
9.3. Organizer cannot guarantee that a Directory shall operate continuously, securely or without interruption and Organizer does not accept any liability for its temporary unavailability or for any viruses or other harmful components. Organizer reserves the right at any time and for any reason to: (i) make alterations and/or corrections to, suspend (temporarily or permanently) and/or discontinue any aspect of any Directory and/or (ii) vary the technical specification of any Directory.
9.4. Organizer does not endorse or accept any responsibility for the use of, or content on, any other website linked or referenced within any Directory and Organizer shall not be liable for any Claims suffered or incurred by Client and/or any of its Personnel arising out of or in connection with the use of, or reliance on, any content, products and/or services available on or through any other website.
9.5. Client acknowledges and agrees that use of a Directory shall be further subject to any website terms of use and/or fair or acceptable use policies indicated on the website on which such Directory is hosted.
9.6. Organizer’s total liability in connection with the Directory, howsoever arising, shall be limited to the total amount of the Fees paid by Client in respect of the Directory.
10. Specific terms relating to Devices
This Condition 10 shall only apply where a Device is included in or is a part of Client’s Package.
10.1. Client acknowledges and agrees that Devices are provided by Organizer’s nominated third party supplier (“Device Supplier”). Devices enable Client to engage with the lead capture services provided by Device Supplier and activation and use of the lead capture services shall require Client to agree and adhere to Device Supplier’s terms of use. By agreeing to Device Supplier’s terms of use, this creates a separate contract between Client and Device Supplier for the activation and use of such lead capture services. In the event that Device Supplier exercises any right to terminate Client’s use of the lead capture services pursuant to its terms of use, all Fees paid by Client to Organizer in respect of the Devices shall be non-refundable.
10.2. Client acknowledges and agrees that it shall obtain any required consents from an attendee of the Event before using any Devices to scan such attendee’s badge.
10.3. Client acknowledges and agrees that Device Supplier shall host all data collected by Client and/or its Personnel in connection with the lead capture services in accordance with Device Supplier’s terms of use. In particular, Client acknowledges and agrees that Device Supplier may be disclosing certain data that Client collects using the lead capture services to Organizer for the purposes set out in Device Supplier’s terms of use.
10.4. Client acknowledges and agrees that all Devices are provided to Client on Organizer’s behalf by Device Supplier, and Client shall contact Device Supplier to resolve any issues with such Device. Client shall collect and return any Devices in accordance with Device Supplier’s instructions. Client shall indemnify Informa Group and keep Informa Group effectively indemnified against any Claims suffered or incurred by Organizer and/or any member of the Informa Group arising out of or in connection with any Devices that are not returned or that are damaged by Client and/or its Personnel. Client hereby waives any and all claims against Organizer that Client may have relating to or arising from any such issues.
10.5. Organizer’s total liability in connection with any Devices, howsoever arising, shall be limited to the total amount of the Fees paid by Client in respect of the Devices only.
11. Use of the Platform and the Website (including, without limitation, the Online Area)
11.1. Client shall not and shall procure that its Personnel shall not:
11.1.1. copy, reproduce, modify, create any derivative works from and/or reverse engineer any aspect of the Platform and/or the Website;
11.1.2. resell, sub-license, rent, lease, transfer or attempt to assign any rights in and/or to access and/or use the Platform and/or the Website to any other person;
11.1.3. use the Platform and/or the Website for anything other than their intended purpose and/or in any manner other than in compliance with law and these Conditions;
11.1.4. infringe Organizer’s Intellectual Property Rights or those of any third party in relation to its use of the Platform and/or the Website;
11.1.5. knowingly transmit, send or upload any data to the Platform and/or the Website that contains viruses and any other malware or corrupting elements of any kind;
11.1.6. use the Platform and/or the Website in any way that could damage, disable, overburden, impair or compromise Organizer’s systems and/or security and/or interfere with other users’ use of the Platform and/or the Website;
11.1.7. use any robots and/or data gathering/mining extraction techniques intended to scrape data from the Platform and/or the Website;
11.1.8. use any third-party applications and/or software that interacts with the Platform and/or the Website without the prior written consent of Organizer; and/or
11.1.9. engage in the sending/distribution of spam and/or mass unsolicited messages using the Platform and/or the Website.
11.2. Organizer cannot guarantee that the Platform and/or the Website shall operate continuously, securely or without interruption and Organizer does not accept any liability for its temporary unavailability or for any viruses, codes that have contaminating or destructive properties, or other harmful components. Organizer reserves the right at any time and for any reason to: (i) make alterations and/or corrections to, suspend (temporarily or permanently) and/or discontinue any aspect of the Platform and/or the Website, and/or (ii) vary the technical specification of the Platform and/or the Website.
11.3. Client’s ability to access and use the Platform and the Website requires one or more compatible devices with certain software and internet access (which shall be at Client’s own cost), including, without limitation, a requirement to make updates/upgrades from time to time. Client acknowledges and agrees that: (i) Client’s ability to access and/or use the Platform and/or the Website may be affected by the performance of any of the foregoing elements, and (ii) Organizer shall not be liable to Client to the extent that Client is unable to access and/or use (in whole or in part) the Platform and/or the Website due to any of the foregoing elements. Client acknowledges and agrees that any system requirements prescribed by Organizer to enable Client to access and use the Platform and the Website, which may be changed by Organizer from time to time, are Client’s responsibility to obtain and maintain.
11.4. Client acknowledges and agrees that use of the Platform, the Website and/or any downloadable software thereon shall be further subject to any website terms of use and/or fair or acceptable use policies indicated on the Platform and/or the Website and/or any end user licence agreements indicated at the time of software download.
11.5. Client is solely responsible for its, and its Personnel’s, actions and conduct while accessing and/or using the Platform and/or the Website and Client shall not, and shall procure that its Personnel shall not, engage in any harassing, threatening, intimidating, predatory or stalking behavior in connection with the Platform and/or the Website.
11.6. Organizer shall be responsible for the development and set-up of the Online Area. Organizer reserves the right at any time to make such alterations to the Online Area as Organizer in its absolute opinion considers to be in the best interests of the Platform.
11.7. Client undertakes to: (i) be solely responsible for the customization of the Online Area, and (ii) maintain the Online Area for the duration of Client’s right to access the Online Area.
11.8. Client shall not permit the display of any Materials and/or other exhibits within the Online Area or otherwise on the Platform that do not exclusively relate to Client’s own commercial activities. Organizer reserves the right, without liability and at Client’s risk and expense, to remove any Materials and/or other exhibits which Organizer considers in its reasonable opinion: (i) contravene any law and/or any applicable industry regulations/standards, (ii) constitute counterfeit goods and/or infringe the Intellectual Property Rights of any third party, (iii) are likely to cause offense, and/or (iv) do not otherwise comply with these Conditions.
11.9. Client may not share the Online Area with any third party without the prior written consent of Organizer (and any such consent shall be conditional on the Online Area sharer agreeing to comply with any terms, conditions and restrictions as may be prescribed by Organizer). If and to the extent that Client is permitted to share the Online Area, Client shall procure that any Online Area sharer and any Online Area sharer’s Personnel comply with this Contract, provided that Client shall be solely responsible for the Online Area in its entirety and shall be liable for any act or omission of any Online Area sharer and any Online Area sharer’s Personnel (including, without limitation, any breach of the terms of this Contract by the same). Notwithstanding any approved Online Area sharing arrangement, Client shall itself remain wholly liable for the full amount of the Fees.
11.10. Without prejudice to any other right or remedy it may have, if Client and/or any of its Personnel is in breach of this Condition 11 (and/or any website terms of use and/or fair or acceptable use policies indicated on the Platform and/or any end user licence agreements indicated at the time of software download), Organizer reserves the right without liability to cease to make the Online Area available to Client and/or suspend and/or disable Client’s and its Personnel’s access to the Platform and/or the Website.
12. Visitor, delegate and Client’s Personnel passes
12.1. Where visitor passes and/or delegate passes are issued as part of the Package, they are issued subject to Organizer’s terms and conditions applicable to visitors and/or delegates (as applicable) in force from time to time. Client shall be supplied (either by Organizer or the Owners) with passes for its Personnel (as applicable) who are working at the Event and such passes must be produced by such Personnel on request at the Event. Organizer may refuse entry to any person without a valid pass. Passes are only valid in the name of the person to whom they are issued.
13. Limitation of rights granted
13.1. Client’s rights in relation to the Event and the Package are strictly limited to those set out in this Contract. Client shall be permitted to advertise on its own website and/or social media the fact of its attendance and participation in the Event, including, without limitation, by providing a web link to the Event website, provided that Organizer may request at any time and for any reason that Client removes any such advertising and Client shall be required to comply with any such request promptly. Client is not permitted to: (i) establish a website specifically relating to the Event, and/or (ii) otherwise promote or advertise its association with the Event and/or Organizer, except as expressly stated herein or with the prior written consent of Organizer. Nothing in this Contract shall be construed as granting to Client any right, permission or licence to use or exploit the Intellectual Property Rights of Organizer and/or any member of the Informa Group.
14. Changes to the Event and Package
14.1. Notwithstanding any other provision of this Contract, Organizer reserves the right without liability, at any time and for any reason, to (i) make reasonable changes to the format, content, location, Venue, opening hours, duration, dates and/or other timings of the Event and/or (ii) vary the content, layout and/or format of any of its publications, websites, platforms, media or other properties. If any such changes are made, subject to Condition 14.2, this Contract shall continue to be binding on both parties, provided that the Package may be amended as Organizer considers necessary to take account of such changes.
14.2. If a Force Majeure Event occurs that Organizer considers makes it illegal, impossible, inadvisable or impracticable for the physical, onsite and in-person (i.e. ‘live’) elements of the Event (“In-Person Element”) to be staged, any part of the Package that is contingent on such In-Person Element shall cease to be provided, but any part of the Package that is not contingent on such In-Person Element shall continue to be provided.
14.2.1. In the event that the date(s) of the In-Person Element is rescheduled to new date(s) that are within twelve (12) months of the originally scheduled Opening Date of the Event (or, in the case of an Event that is held on a biennial basis, in the next twenty-four (24) months), this Contract shall continue in full force and effect, the Package and the obligations of the parties shall be deemed to apply to the In-Person Element on the new date(s), and the Fees for the In-Person Element of the Event shall remain due and payable in full.
14.2.2. In the event that the In-Person Element is cancelled and is not reasonably expected by Organizer to be held at any time in the next Calendar Year (or, in the case of an Event that is held on a biennial basis, in the next two (2) Calendar Years), the In-Person Element of this Contract shall terminate without liability and the Package related to the In-Person Element shall cease to be provided. Any portion of the Fees that relates to any part of the Package that is contingent on the In-Person Element shall, at Client’s election, either be (a) refunded, or (b) applied towards future spend with Organizer, which shall be contracted separately (such future spend to relate to products and/or services to be delivered within twenty four (24) months of the originally scheduled Opening Date of the Event, otherwise Client’s entitlement shall lapse and no refunds shall be provided).
14.2.3. In each case, any portion of the Fees that relates to any part of the Package that is not contingent on the In-Person Element shall be applied by Organizer in recognition of the provision of such part of the Package.
15. Cancellation and changing the date(s) of the Event by Organizer
15.1. Without prejudice to Condition 14.2, Organizer reserves the right to cancel the entire Event or change the date(s) of the Event at any time and for any reason.
15.2. In the event that the date(s) of the Event are changed to new date(s) that are within twelve (12) months of the originally scheduled Opening Date of the Event and/or the entire Event is cancelled but is reasonably expected by Organizer to be held at any time in the next Calendar Year (or, in the case of an Event that is held on a biennial basis, in the next two (2) Calendar Years), this Contract shall continue in full force and effect and the Package and the obligations of the parties shall be deemed to apply to the Event on the new date(s) or when it is next staged (as applicable) in the same way that they would have applied to the originally scheduled Event. For the avoidance of doubt, nothing in this Condition 15.2 shall excuse Client from the payment of the Fees in accordance with the payment terms stated in the Booking Form.
15.3. In the event that the entire Event is cancelled and is not reasonably expected by Organizer to be held at any time in the next Calendar Year (or, in the case of an Event that is held on a biennial basis, in the next two (2) Calendar Years), this Contract shall terminate without liability and the Package shall cease to be provided. At Client’s election, any portion of the Fees already paid shall be refunded or a credit note for the amount of the Fees already paid shall be issued, and Client shall be released from paying any further portion of the Fees.
15.4. Client acknowledges and agrees that the provisions of this Condition 15 set out Client’s sole remedy in the event of cancellation or the changing of the date(s) of the Event, and all other liability of Organizer is hereby expressly excluded.
16. Cancellation by Client
16.1. The application for the Package is irrevocable by Client and, except as expressly stated in the Booking Form, Client has no rights to cancel this Contract. Except as expressly set out in these Conditions and/or in the Booking Form, in the event that Client cancels this Contract, (i) the Client shall not be entitled to receive any refund, (ii) the Fees shall remain due and payable to Organizer in full, and (iii) Organizer may immediately and without liability release the Package (including, but not limited to, releasing any Space and/or any Sponsorship opportunities) and sell and/or reserve it for another client. To the extent that the Booking Form expressly permits cancellation by Client, Client may cancel the Package upon written notice to Organizer. Upon any such cancellation by Client, Client shall pay Organizer such cancellation fees as are stated in the Booking Form. For the purposes of determining any such cancellation fees, the relevant dates shall be fixed by reference to the originally scheduled Opening Date of the Event and not any newly scheduled Opening Date of the Event that has been changed pursuant to Conditions 14 or 15.
17. Termination
17.1. Organizer may terminate this Contract without liability immediately at any time by written notice to Client if Client: (i) is in material breach of any of its obligations under this Contract and/or any other agreement between Client and any member of the Informa Group and either the breach is irremediable or Client has not remedied the breach (if the same is capable of remedy) within fourteen (14) days of receiving written notice of the breach (or such lesser period as would be required for the breach to be remedied in sufficient time prior to the Opening Date of the Event or any element of the Package being provided on a scheduled date), (ii) goes into liquidation, is declared insolvent, has an administrator appointed (or an application is made for the same), ceases to carry on business or suffers any analogous event in any jurisdiction, or (iii) is convicted of any criminal offense or otherwise so conducts itself as to bring itself, the Event and/or Organizer into disrepute. Without prejudice to any other right or remedy it may have, in the event that Organizer terminates this Contract pursuant to this Condition 17.1, (i) Organizer shall not be required to refund any Fees received from Client and Organizer shall be entitled to submit an invoice in respect of the balance (or the whole as the case may be) of the Fees which shall become immediately due and payable and (ii) Informa may immediately and without liability release the Package (including, but not limited to, releasing any Space and/or any Sponsorship opportunities) and sell and/or reserve it for another client.
17.2. Organizer may terminate this Contract without liability immediately at any time by written notice to Client if Organizer: (i) determines in its absolute discretion that the provision of the Package to Client is not in the best interests of the Event and/or not in Organizer’s legitimate commercial interests, (ii) is required by any law or instructed by any financial institution to cease trading with certain individuals/entities and/or in certain geographical locations, and/or (iii) decides to cancel the entire Event and does not wish for this Contract to continue in full force and effect pursuant to Condition 15.2. In the event that Organizer terminates this Contract pursuant to this Condition 17.2, (i) any portion of the Fees already paid shall be refunded (where legally permissible) and Client shall be released from paying any further portion of the Fees, and (ii) Informa may immediately and without liability release the Package (including, but not limited to, releasing any Space and/or any Sponsorship opportunities) and sell and/or reserve it for another client. Client acknowledges and agrees that the refund of Fees paid is Client’s sole remedy in the event of termination by Organizer under this Condition 17.2 and all other liability of Organizer is hereby expressly excluded.
17.3. Without prejudice to any other right or remedy it may have, upon (i) a termination of this Contract, (ii) Client’s breach of this Contract, or (iii) Client’s engagement in any activity that may, in Organizer’s opinion, jeopardize the health, safety and/or security of the Event and/or any other attendee of the Event, without prejudice to any other right or remedy it may have, Organizer reserves the right without liability to close Client’s exhibition stand, remove Client’s Personnel from the Event, suspend and/or disable Client’s and its Personnel’s access to the Directory, Platform and/or the Website, cover over any Materials and remove and sell/otherwise dispose of any exhibits or other property of Client (at Client’s risk and expense). Organizer shall be free to re-sell any aspects of the Package as it shall deem fit.
17.4. Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of either party that have accrued up to the date of termination.
17.5. Conditions 1, 3, 5.2, 6.3, 7.11, 8.12, 8.13, 9.6, 10.4, 10.5, 13, 15, 16, 17, 18, 21 and 22 shall survive termination of this Contract.
18. Liability and indemnity
18.1. Organizer does not make any warranty as to the Event and/or Package in general, including, without limitation, in relation to: (i) the presence, absence or location of any exhibitor, sponsor or attendee of the Event, (ii) the number of exhibitors, sponsors or attendees participating in the Event, and/or (iii) the benefit or outcome (commercial or otherwise) that Client may achieve, and/or the type or level of audience that Client may reach, in each case as a result of participating in the Event and/or purchasing any element of the Package. Organizer further does not make any warranty as to (i) the condition of the Venue or any utilities that may be provided for use at the Venue, and/or (ii) any products and/or services marketed, displayed or sold by any other exhibitor, sponsor or attendee at the Event and/or the benefit or outcome (commercial or otherwise) that Client may achieve as a result of any match-making initiatives, transactions or other deals/arrangements with such other exhibitors, sponsors or attendees. Except as set out in these Conditions, to the fullest extent permitted by law, Organizer excludes all terms, conditions, warranties, representations and undertakings relating to the Event and the Package that are not expressly stated herein.
18.2. Organizer shall not be liable for any Claims suffered or incurred by Client and/or any of its Personnel arising out of or in connection with the provision of any services supplied by third parties in relation to the Event and/or the Package, including, without limitation, the provision of utilities, AV, security rooms/cloakrooms, inspection/health and safety auditing of exhibition stand/shell scheme plans, stand-building, shell scheme, graphics, freight shipment, logistics, transportation and delivery services supplied by third party contractors and/or the Owners. Without limitation to the foregoing, Client acknowledges and agrees that services provided to Client by the Owners’ and/or Organizer’s mandated, official or recommended contractors are the subject of a separate agreement between Client and the relevant contractor(s).
18.3. Subject to Condition 18.7: (i) Client expressly assumes all risks associated with, resulting from or arising in connection with Client’s and its Personnel’s participation in and/or presence at the Event, Client’s and its Personnel’s access to and/or use of the Platform and/or the Website, and/or any Client Dispute (as defined below), (ii) neither Organizer nor any member of the Informa Group shall be liable for any (a) indirect, consequential, special, incidental or punitive loss or damage, loss of actual or anticipated profits or income, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data or any other type of economic loss or damage, or (b) loss (or theft) of, injury to, illness of or damage to the person, property and effects of Client and/or any of its Personnel and/or any third party, and (iii) Organizer’s (and any member of the Informa Group’s) maximum aggregate liability to Client and its Personnel under this Contract or otherwise in connection with the Event and/or the Package and/or Client’s and its Personnel’s access to and/or use of the Platform and/or the Website, howsoever arising, shall be limited to the total amount of the Fees paid by Client.
18.4. Client expressly acknowledges and agrees that Organizer assumes no responsibility for the activities conducted and/or products displayed by other clients of Organizer. If Client and a third party (including, but not limited to, another client of Organizer, an Event attendee, or any exhibitor and/or sponsor of the Event) are involved in a claim, lawsuit, allegation, or dispute against one another of any nature whatsoever (collectively, a “Client Dispute”), whether or not the Client Dispute originated before, during, or after the Event, Client agrees, understands, and acknowledges that Informa shall not have any obligation to investigate, mediate or facilitate the resolution of the Client Dispute or otherwise have any liability or other responsibility in relation to the Client Dispute whatsoever.
18.5. Client shall indemnify Informa Group and keep Informa Group effectively indemnified against any Claims suffered or incurred by Organizer and/or any member of the Informa Group arising out of or in connection with: (i) any loss of or damage to any property or injury to, illness of or death of any person caused by any act or omission of Client and/or its Personnel, (ii) any third party claim that either the display of any exhibits (including, without limitation, counterfeit goods) by Client and/or its Personnel at the Event and/or on the Platform and/or the Website and/or any Directory and/or the receipt and/or use of the Materials and/or the Directory Content in connection with the Package constitutes an infringement of the Intellectual Property Rights of any third party, (iii) any breach by Client and/or its Personnel of any law, (iv) any Materials, Directory Content, or content provided to Organizer by Client and/or its Personnel, (v) where Client receives any Data List as part of the Package, any failure of Client and/or its Personnel to comply with Condition 5.2, and (v) where Client shares the Space and/or the Online Area with any third party pursuant to Condition 7.7 and/or 11.10 (as applicable), any act or omission of any such Space and/or Online Area sharer and/or such Space and/or Online Area sharer’s Personnel. Client shall further indemnify, release, and hold Informa, Informa Group, the Venue, and each of their affiliates harmless from all legal claims and liability arising from any Client Dispute.
18.6. Organizer shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event and/or from any delay, failure or error on the part of Client in providing cooperation, performance and/or approvals, consents, information and/or Materials as contemplated by this Contract. For the avoidance of doubt, nothing in this Condition 18.6 shall excuse Client from the payment of the Fees under this Contract.
18.7. Nothing in these Conditions shall exclude or limit any liability which cannot be excluded or limited by law.
18.8. Client acknowledges and agrees that, in light of the Fees, the provisions of this Condition 18 are no more than is reasonable to protect Organizer as the organizer of the Event and the provider of the Package.
19. Insurance
19.1. Client shall, at its own expense, secure and maintain for the entire duration of the Event (move-in through move-out), the insurance listed below. All such insurance shall be primary to and not contributing with any other valid and collectible insurance insuring either or both Client or Organizer. All such insurance also shall be written on an occurrence basis. Claims made policies are not acceptable and do not constitute compliance with Client’s obligations under this Condition 19:
19.1.1. For Clients who are either incorporated in, or have their principal place of business in, the U.S. (“Domestic Clients”), workers’ compensation and employer’s liability insurance not less than $1,000,000 each occurrence, $1,000,000 aggregate complying with the laws of either the state in which the Event is being held or the state in which Client is obligated to pay compensation to employees engaged in the performance of the work;
19.1.2. For Clients based in a foreign jurisdiction (“International Clients”), workers’ compensation and/or employer’s liability insurance in full compliance with statutory requirements and all laws covering the Client’s employees in the territory for which this Event is being held, or of the jurisdiction in which Client is obligated to pay compensation to employees engaged in the performance of the work. Where employees are working overseas on business (e.g. attending the Event), such insurance should extend to cover temporary visits outside of country of employment. If an International Client is exempt from workers’ compensation and/or employer’s liability insurance, Client shall provide evidence of such exemption;
19.1.3. For both Domestic Clients and International Clients, Comprehensive General Liability insurance (i) with limits not less than $1,000,000 each occurrence, $2,000,000 aggregate, combined single limit for bodily injury and property damage, including coverage for personal injury, contractual, operation of mobile equipment, products and liquor liability (if applicable); (ii) with limits not less than $10,000 per person for medical expenses (whether provided subject to a separate sublimit or included in the policy’s combined single limit for Comprehensive General Liability); and (iii) providing for the payment of defense costs in addition to the previously specified limits of liability; and
19.1.4. Automobile Liability insurance (required only if bringing automobiles in or around the Venue for purposes of loading and unloading, or any other activities related to the Package that require a vehicle) with limits not less than $1,000,000 each occurrence combined single limit for bodily injury and property damage, including coverage for owned, non-owned and hired vehicles, including loading and unloading operators.
19.2. Client’s Comprehensive General Liability and Automobile Liability insurance (if applicable) policies shall name as additional insureds: (i) Organizer and each of its direct and indirect subsidiaries and other affiliates, and (ii) the Venue. Certified copies of the Certificates of Insurance must be provided for each policy mandated by this Condition 19, and such Certificates of Insurance shall state that they may not be cancelled without thirty (30) days’ advance written notice to Organizer. If requested, copies of additional insured endorsements, primary coverage endorsements and complete copies of policies, satisfactory to Organizer, shall also be promptly furnished to Organizer.
19.3. Client shall obtain a waiver of subrogation from the carrier of each policy mandated by this Condition 19 as well as the carrier of each other policy that provides fire, explosion, and/or any other risk coverage insuring Client’s property, in each case releasing in full such carrier’s subrogation rights against the Organizer.
19.4. International Clients have the option to obtain insurance through www.exhibitorinsurance.com. If International Clients purchase insurance through www.exhibitorinsurance.com, the cost of the policy can be added to international exhibitor contracts at the parties’ discretion. Coverage is subject to underwriting review; International Clients must review the Ineligible Risks to ensure coverage. An International Client may also obtain its own insurance policy, provided that the International Client submits to Organizer a valid Certificate of Insurance satisfactory to Organizer with the necessary coverages mandated by this Condition 19.
19.5. Client shall further ensure that any contractors engaged by Client in connection with the Event comply with the insurance requirements specified in this Condition 19. Without limitation to the foregoing, Organizer shall be entitled, on request, to inspect such contractor’s insurance policies evidencing compliance with the insurance requirements of this Condition 19.
19.6. To the extent that Client is permitted to share the Space pursuant to Condition 7.7, the provisions of Conditions 19.1 – 19.6 (inclusive) shall apply to any such Space sharer(s) in the same way as they apply to Client.
20. Sustainability
20.1. Organizer strives to achieve efficiency and excellence at the Event by conducting its business operations in a sustainable manner. To help achieve this, Client shall comply with all sustainability requirements set out in the Manual or as otherwise notified to Client by Organizer in writing (acting reasonably).
21. General
21.1. Organizer reserves the right to refuse any person entry to the Event or to remove any person from the Event at any time.
21.2. From time to time, Organizer, the Owners and their respective Personnel may enter the Venue to carry out works, repairs or alterations or for any other purposes which they deem necessary (“Works”). Organizer shall not be liable for any loss, damage, cost, claim, expense or inconvenience suffered or incurred by Client and/or any of its Personnel arising out of or in connection with any matter relating to the Works.
21.3. Client acknowledges and agrees that Organizer and each member of the Informa Group shall have a perpetual, irrevocable, royalty-free, non-exclusive, worldwide license and right to collect and maintain, and to reproduce, publish, display, transmit, distribute, adapt, create derivative works from, syndicate and otherwise exploit or use, commercially or otherwise, in any medium, any and all analytics data captured at or in connection with the Event and/or any part of the Package (including, without limitation, Event footfall, attendee, user or online behaviors and usage data relating to the Platform, the Website, any Directory, Devices and/or any lead generation/match-making initiatives (the “Analytics Data”). The foregoing shall include, without limitation, Organizer and each member of the Informa Group being entitled to use, repurpose and reproduce the Analytics Data to create, develop, sell or otherwise make available products, services or works in any media or form (whether physical, digital or intangible) now known or later developed (in each case whether prior to, concurrently with, or following the entering into of this Contract). Client further grants to Organizer and each member of the Informa Group a perpetual, irrevocable, royalty-free, non-sublicensable, non-exclusive, worldwide license and right to collect and maintain, and to reproduce, publish, display, transmit, distribute, adapt, create derivative works from (commercially or otherwise, in any medium) all Materials and other information and/or materials displayed or made available by Client and/or its Personnel at or in connection with the Package and the Event, solely in connection with the promotion, marketing, and advertising needs of Informa and Informa Group events, products, and related services to its customers, in any media or form (whether physical, digital or intangible) now known or later developed (in each case whether prior to, concurrently with, or following the entering into of this Contract).
21.4. Nothing in this Contract shall create a partnership, joint venture or agency relationship between the parties.
21.5. If and to the extent that there is any conflict between these Conditions and the Booking Form, the terms of the Booking Form shall prevail.
21.6. Each party acknowledges and agrees that this Contract constitutes the entire agreement between the parties in relation to the Event and the Package and that it supersedes any and all prior oral or written understandings, communications or agreements with respect to the subject matter hereof.
21.7. Client may not assign or sub-contract any of its rights or obligations under this Contract without the prior written consent of Organizer. Organizer shall be entitled to assign any and all of its rights under this Contract to any member of the Informa Group and the consent of Client shall not be required. Organizer shall be entitled, without the consent of Client, to sub-contract any and all of its obligations under this Contract to any member of the Informa Group or any third-party contractor assisting Organizer with the staging of the Event and/or the facilitation of the Package.
21.8. No failure by either party in exercising any right or remedy shall operate as a waiver of the same. No waiver by either party of any breach by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision of this Contract. The rights and remedies under this Contract are cumulative and are not exclusive of any rights or remedies provided by law.
21.9. If any provision of this Contract is or becomes invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this Condition 21.9 shall not affect the validity and enforceability of the rest of this Contract.
21.10. Unless it is expressly stated otherwise, this Contract does not give rise to any rights for a third party to enforce any term of this Contract. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Contract are not subject to the consent of any other person.
21.11. Organizer reserves the right to set off any indebtedness of Client to Organizer against any indebtedness of Organizer to Client, regardless of whether any such indebtedness arises pursuant to this Contract or otherwise.
21.12. Any notice or other communication given to a party under or in connection with this Contract shall be in writing (which includes, without limitation, e-mail).
22. Governing law and jurisdiction
22.1. This Contract shall be governed and construed in accordance with the laws of the State of New York. Organizer and Client agree that any and all disputes in any way relating to, or arising out of, this Contract or the assignment, use, denial, change or cancellation of Space or any other aspect of the Package shall be submitted to the American Arbitration Association (“AAA”) for arbitration before a single arbitrator in accordance with the rules of AAA then in force and effect as the sole and exclusive remedy for resolving such disputes. The parties agree that the decision of the arbitrator shall be final and binding and that a judgment may be entered on such arbitration award in any court of competent jurisdiction. The parties agree that any such arbitration shall take place in New York, NY. The prevailing party in any such arbitration shall be entitled to recover its costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection with such arbitration. THE PARTIES ACKNOWLEDGE AND AGREE THAT BY SELECTING ARBITRATION AS THE SOLE AND EXCLUSIVE REMEDY FOR RESOLVING ALL DISPUTES BETWEEN THEM, THEY ARE WAIVING THEIR RIGHT TO A TRIAL TO WHICH THEY MAY BE OTHERWISE ENTITLED. EACH PARTY FURTHER AGREES TO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY, AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR IS AGAINST PUBLIC POLICY.
Rev. 6.26.24
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