These terms and conditions (these “Terms”), are by and between Executive Platforms Inc. (“Organizer”) and the registrant of the services identified on the Order (“Delegate”).
Whereas, Organizer provides services, including but not limited to the exchange of information resources;
Whereas, Delegate wishes to engage the services of Organizer through a list of services that were ordered on Organizer’s website, submitted through hard copy or electronic copy to Organizer (the “Order”);
Whereas, Delegate wishes to attend the event (the “Event”) that is organized by Organizer at the venue (the “Venue”) specified in the Order on the date (the “Date”) specified in the Order to interact with certain other registrants at the Event (“Attendees”);
Now Therefore, in consideration of the promises and mutual covenants and agreements set forth herein, and in the Order (collectively, this “Agreement”), the parties agree as follows to comprise the following agreement between Delegate and Organizer governing the rights and obligations of each party:
Fees & Costs
Total Fees. Total fees specified on the Order (the “Fees”), excludes any applicable sales tax which shall be in addition. All Fees shall be payable to Organizer in full without any deduction counterclaim or set-off by Delegate.
Payment. All Fees and applicable taxes are due and payable at the time of purchase unless stated otherwise on the Order.
Accepted Methods of Payment. Delegate will make all payments by way of Credit Card, Check, or by Electronic Transfer to Organizer’s bank.
Right of Refusal. Organizer reserves the right to withhold any information relating to the Event and/or refuse Delegate and/or Delegate’s representatives specified in the Order (“Representatives”) entry to the Event unless and until all fees due have been paid in full (without any deduction, counterclaim or set-off).
Delegate Rights and Obligations
Attendance at Seminars. Delegate will attend the Event including seminars and conference sessions as pre-arranged by Organizer and as determined by the Order. Organizer will give notice to Delegate before the Event of the pre-arranged seminars and conference sessions.
One on One Meetings. Delegate participation in one on one meetings with Attendees is at the sole discretion of Organizer. Delegate must submit a completed profile at least sixty (60) days prior to the Event.
Residing at Venue. Delegate will make arrangements with the Venue, independently of Organizer, to reside at the Venue (or an alternate hotel accommodation) for the duration of the Event. It is Delegate’s responsibility to make such arrangements. Organizer shall have no responsibility or liability for the condition, safety, or maintenance of the Venue, or for any actions of the Venue owner, its employees, contractors, or representatives.
Right to Assign. Delegate shall not resell, assign, sub-license or otherwise transfer any of the rights under this Agreement, in whole or in part, without Organizer’s prior written consent. Notwithstanding the foregoing, Delegate may nominate a substitute (“Substitute Delegate”) to attend the Event who shall be of similar or greater standing in terms of business and financial responsibility. A Substitute Delegate must be submitted in writing and approved of in writing by Organizer. Organizer retains absolute discretion to approve of any Substitute Delegate without having to give reasons. Notwithstanding Organizer’s approval of a Substitute, Delegate, Delegate is responsible for ensuring its Substitute Delegate’s compliance with, and shall be liable for any breach by its Substitute Delegate of, this Agreement, including without limitation, the Substitute Delegate’s conduct and any fees incurred by the Substitute Delegate.
Other Costs. Delegate is responsible for the cost of any and all gratuities that might include use of leisure facilities available at the Venue, parking, beverages with meals (where applicable) and other items not planned by Organizer including, but not limited to, non-Organizer arranged dining, mini-bar, other refreshments and telephone calls. The Fees do not include the cost of accommodation or travel which remain exclusively the responsibility of Delegate.
Organizer’s Rights and Obligations
Notification of Available Attendees. Organizer may notify Delegate of profiles of Attendees to assist in the selection of Attendees Delegate would like to interact with during any pre-arranged meeting sessions or seminars.
One on One Meetings. Delegate participation in one on one meetings with Attendees is at the sole discretion of Organizer. Delegate may request appointments with individual Attendees from Organizer and while Organizer will use its reasonable endeavours to arrange such meetings, specific appointments cannot be guaranteed and Orders cannot be placed on the condition that certain appointments are to be made. Delegate acknowledges that no such promise has been made.
Arrangement of Meetings. Organizer may arrange meetings with Delegate. Organizer reserves the right to vary itineraries of any or all participants in the Event with such prior notice as it determines is reasonable or practicable at the discretion of Organizer.
Intellectual Property Rights. Delegate acknowledges and agrees that all content and other materials provided by or on behalf of Organizer (if any) are the sole and exclusive property of Organizer or its licensors, and that Delegate shall not acquire any right or ownership interest in and to said content or materials or any other of Organizer’s intellectual property rights. Delegate shall not and shall not allow any other person or entity to copy, modify, adapt or otherwise use such content and materials for any purpose without Organizer’s express prior written consent.
Changes/Cancelling the Event. Organizer reserves the exclusive right to cancel, alter, modify or reschedule the Event for any reason, including because Organizer determines in its sole discretion that the Event cannot be held as planned. Should Organizer alter, modify, or reschedule some or all of the Event for any reason and still host the Event, the Event fees will not be reimbursed.
Exclusive Right to Cancel. Organizer reserves the right to cancel any Order made by Delegate in its sole discretion and without giving any reason for such cancellation. In such event, Organizer shall promptly refund to Delegate all fees paid in respect of such cancelled Order.
Publicity & Marketing
Publicity of Event. Organizer shall originate any publicity, news releases, public statements or announcements, whether written or oral, relating to the Event without the prior consent of Delegate. Organizer may originate any publicity, news releases, public statements or announcements or otherwise make any form of representation or statement relating to the Event which would constitute an express or implied endorsement by Delegate of any commercial product or service, without obtaining the prior consent of Delegate.
Use of Delegate Name and Trademarks. Organizer may use Delegate’s name or trademark in any advertising or promotional material without the prior consent of Delegate. Delegate represents and warrants that Delegate’s trademarks and other intellectual property, images, videos, graphics or any other content provided to Organizer (“Delegate’s Materials”), and Organizer’s use thereof, will not infringe, misappropriate, or otherwise violate any rights of any third party.
Marketing Materials. Organizer may use Delegate’s Materials in subsequent marketing materials of future events without the prior consent of Delegate. Delegate agrees to release any rights of their image being used for advertising, promotional or marketing material as well as any intellectual property.
Ownership of Intellectual Property. Organizer acknowledges that any pre-existing intellectual property is owned exclusively by Delegate and that Organizer’s use does not relinquish any rights over them held by Delegate save and except for the uses as set forth in this Agreement. No proprietary interests or title in or to the intellectual property is transferred to Organizer by this Agreement.
Use of Multimedia
By attending the Event, Delegate acknowledges and agrees that Organizer, or others acting on its behalf or through sponsorship or exhibitor contracts, may take photographs and video (by any means) and/or make sound recordings during the Event (including via social media) and that Delegate may appear in such photographs and videos and be heard in such sound recordings, and that Organizer may edit and use the footage it captures at the Event for marketing and promotional activities (including through social media) now and in the future, and for any other lawful purpose in the ordinary course of its business.
Organizer asks that at all times, Delegate respect the intellectual property, copyrights, or trademarks of exhibitors, speakers, sponsors, and Organizer. For digital programming, Organizer prohibits the use of screen shots and/ or any other technology that can be used to capture proprietary content and images from the Event. Organizer reserves the right to stop any activity taking place that violates, or threatens to violate, any of these guidelines.
Due to the prevalence of mobile devices today, Organizer disclaims all liability for the capture of your image, voice, or likeness by attendees in any multimedia format at the Event.
Cancellation by Delegate
Delegate Cancellation. Delegate may not cancel this Agreement or the Order at any time. A substitution within the same organization is permitted in accordance with the Right to Assign section above.
Liability and Indemnity
Liability. Organizer will not be liable for any loss or damage suffered by Delegate when providing its services hereunder except if solely caused directly by Organizer’s gross negligence. Delegate will be liable for, and will reimburse Organizer for the costs of, any loss or damage, including attorneys’ fees, incurred by Organizer arising from Delegate or Delegate’s Representatives gross negligence or more culpable conduct. Organizer shall not be liable for special, indirect or consequential loss or damage including, without limitation, loss of business, profits, anticipated savings, goodwill, data, damages, loss or costs associated with loss or damage.
Indemnity for Third Party Claims. Except as may be otherwise provided in this Agreement, Delegate shall indemnify, defend and hold harmless Organizer, its affiliates and its employees, agents, representatives, invitees and subcontractors (collectively, the “Organizer Group”) from, and pay and reimburse the Organizer Group for all losses, claims, damages, costs and expenses, including attorneys’ fees, and, at Organizer’s request, investigate and defend the Organizer Group from, claims, demands and causes of action, of every kind and character, without limitation, arising out of or made by third parties, on account of bodily injury, death or damage to or loss of their property resulting from any negligent act or willful misconduct of Delegate or its Representatives or any claims that the content and materials provided by Delegate infringe upon or violate any intellectual property or other rights of any third party.
Waiver and Limitation of Liability
Waiver and Release; Limitation of Liability of Organizer. In consideration of the opportunity to participate in the Event provided by Organizer, Delegate hereby forever releases, waives and holds harmless the Organizer Group from any and all liability, injury, damages, loss or expenses that may arise, directly or indirectly, now or in the future, regardless of whether caused by fault on the part of Organizer, in connection with Delegate’s participation in the Event or any Event-related activities. Notwithstanding the foregoing, the aggregate liability of Organizer ARISING OUT OF OR RELATED, to this Agreement, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, shall not exceed the total amount of the fees paid by Delegate to Organizer pursuant to the order .
Survival of Indemnities. The terms of waiver and indemnity set forth in this Agreement shall survive any termination or expiry of this Agreement.
Data
Confidentiality of Data. Organizer will keep personal data provided by Delegate confidential. Data is collected in accordance with applicable U.S. privacy laws and the privacy policy of Organizer.
Use of Contact Information. Delegate agrees that personal information and details provided by Delegate may be shared and made available by Organizer to other attendees for the purpose of Event planning, marketing and operations. Delegate agrees that Organizer may use contact information of Delegate to solicit Delegate of upcoming Events. The information provided by Delegate or Representatives, will be held by Organizer. Occasionally Delegate details may be made available to Organizer’s partners. If Delegate does not wish to have these details to be made available, Delegate should contact Organizer.
Data Usage. Delegate’s use of any attendee lists, contact information, or analytics provided by Organizer must comply with applicable privacy laws and Organizer’s data policies. Unless contact information is included in the services purchased in an Order, Delegate shall not contact attendees of the Event unless they receive such attendee’s consent and comply with applicable U.S. privacy laws.
No Scraping or Harvesting. Delegate shall not, and shall not permit its affiliates, employees, agents, or Representatives to, scrape, harvest, mine or otherwise extract data rom the Event, the Event platforms, registration systems, badges, QR codes, mobile apps, or any related technology, whether automated or by manual means.
No Mass Messaging or Spam. Delegate shall not engage in mass messaging, unsolicited commercial communications, or spam targeting Event attendees, including via badge scanning devices, email, SMS, or social platforms. Access to the attendee list or badge scans do not constitute consent. Delegate may only send external communications where (i) the attendee has provided express consent directly to Delegate, and (ii) such communications comply with applicable law.
General
Consents. Any consent required under this Agreement will not be unreasonably withheld.
Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.
Entire Agreement. These Terms, together with the Order, constitute the entire agreement of the parties and supersedes all previous agreements. No amendment to the terms of this Agreement will be effective unless it is in writing and signed by each party. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.
Equitable Relief. Delegate agrees that any breach of this Agreement by Delegate would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, Organizer will have the right to an injunction, specific performance or other equitable relief.
Force Majeure. Notwithstanding anything herein to the contrary, Organizer shall not be liable for any delay or failure in fulfilling or performing any term of this Agreement, when and to the extent such failure is caused by any (i) acts of God; (ii) epidemics, pandemics, flood, fire, or explosion; (iii) war, terrorism, invasion, riot, strike or other civil unrest, (iv) national or regional emergency, (v) national or regional shortage of adequate power, telecommunications, or transportation facilities, or (vi) any other circumstances beyond Organizer’s reasonable control (each of the foregoing, a “Force Majeure”).
Relationship of the Parties. The parties are independent contractors. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither Organizer nor Delegate will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.
Severability. If any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, the provision will be deemed modified to the minimum extent necessary to be valid or enforceable.
Number and Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.
Notices. All notices and communications required or permitted under this Agreement must be in writing and delivered by (a) electronic mail with confirmation of transmission or receipt, or (b) courier or registered mail, postage prepaid. Notices will be sent to the Organizer or Delegate at the email addresses or physical addresses set out in the Order, or to any updated address that either party designates in writing from time to time. Notices will be deemed received on the date of confirmed email transmission or, for physical delivery, on the date shown in the courier or mail delivery records.
Jurisdiction. The exclusive venue for any dispute arising out of or relating to this Agreement shall be the courts located in the State of Delaware, City of Wilmington.
Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by the laws of the State of Delaware and shall be construed and interpreted according to the laws of the State of Delaware and the applicable federal laws of the United States, without giving effect to any choice or conflict of law provision or rule of any jurisdiction that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.
Authority to Bind. This Agreement is binding on the parties upon Delegate’s signature to these Terms or to the Order to which these Terms relate or by clicking to accept or agree to these Terms when this option is made available, and Delegate represents to Organizer that this Agreement has been submitted and authorized by an individual who is an authorized signatory of Delegate and who has authority to bind Delegate to the terms of this Agreement.
These terms and conditions (these “Terms”), are by and between Executive Platforms Inc. (“Organizer”) and the registrant of the services identified on the Order (“Sponsor”).
Whereas, Organizer provides services, including but not limited to the exchange of information resources;
Whereas, Sponsor wishes to engage the services of Organizer through a list of services that were ordered on Organizer’s website, submitted through hard copy or electronic copy to Organizer (the “Order”);
Whereas, Sponsor wishes to attend the event (the “Event”) that is organized by Organizer at the venue (the “Venue”) specified in the Order on the date (the “Date”) specified in the Order;
Now Therefore, in consideration of the promises and mutual covenants and agreements set forth herein, and in the Order (collectively, this “Agreement”), the parties agree as follows to the following agreement between Sponsor and Organizer governing the rights and obligations of each party:
Fees
Total Fees. Total fees specified on the Order (the “Fees”), excludes any applicable sales tax which shall be in addition. All Fees shall be payable to Organizer in full without any deduction counterclaim or set-off by Sponsor.
Deposit; Invoices (More than Ninety Days). (A) If the date of this Agreement is more than ninety (90) days prior to the Event, Sponsor will pay to Organizer a nonrefundable deposit of 50% of the Fees, plus applicable taxes thereon and (B) upon receipt of invoice, Sponsor will pay to Organizer the balance of the Fees and applicable taxes thereon ninety (90) days prior to the Event, in each case, by one of the accepted payment methods specified herein.
Deposits; Invoices (Less than Ninety Days). If the date of this Agreement is within ninety (90) days prior to the Event, Sponsor will pay to Organizer the full amount of the Fees and applicable taxes thereon upon receipt of invoice.
Accepted Methods of Payment. Sponsor will make all payments by way of Credit Card, Check, or by Electronic Transfer to Organizer’s bank.
Partial Payment. Subject to the Cancellation by Sponsor clause below, if any fees due to Organizer are not paid by Sponsor by the date of the Event or when payment becomes due, Organizer shall be entitled to retain any partial payment which it has received from Sponsor.
Right of Refusal. Organizer reserves the right to withhold any information relating to the Event and/or refuse Sponsor and/or Representatives entry to the Event unless and until all fees due have been paid in full (without any deduction, counterclaim or set-off).
Late Payment. Without limiting Organizer’s other rights or remedies, any late payment shall be subject to interest at 1.5% per month or the maximum amount permitted by law. Sponsor shall also reimburse Organizer’s costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
Sponsor’s Rights and Obligations
Attendance at Seminars. Sponsor will attend the Event including seminars and conference sessions as pre-arranged by Organizer and as determined by the Order. Organizer will give notice to Sponsor seven (7) days before the Event of the pre-arranged seminars and conference sessions.
Residing at Venue. Sponsor will make arrangements with the Venue, independently of Organizer, to reside at the Venue (or an alternate hotel accommodation) for the duration of the Event. Organizer shall have no responsibility or liability for the condition, safety, or maintenance of the Venue, or for any actions of the Venue owner, its employees, contractors, or representatives.
Promotional Materials. Sponsor will be responsible for bringing all promotional material to the Event. Sponsor warrants that such materials are of a professional nature and are not illegal, defamatory, obscene and do not infringe the copyright, trademark or other intellectual property rights of any other person.
Setup at Venue. Sponsor is solely responsible for making arrangements with the Venue for the loading and unloading of all Sponsor materials from/to the Venue. Sponsor will be liable for any damages, clean up, storage or any other costs that may become payable to the Venue or a third party authorized by the Venue associated with the materials being brought or used by Sponsor.
No Right to Assign. Sponsor shall not resell, assign, sub-license or otherwise transfer any of the rights under this Agreement or Order, in whole or in part, without Organizer’s prior written consent.
Sponsor’s Representatives
Number of Representatives. Sponsor will send the agreed upon number of Sponsor’s representatives specified in the Order (“Representatives”) to attend the Event at the Venue on the Date(s) specified in the Order.
Identity of Representatives. Sponsor will supply Organizer in writing with names and details of all Representatives at least forty-five (45) days prior to the Date, or within fourteen (14) days of the date of this Agreement if it is dated less than forty-five (45) days prior to the Date. Any Representatives that are not timely provided to Organizer may be denied entry/access to the Event.
Conduct of Representatives. Sponsor warrants that its Representatives shall be appropriately qualified for attendance at the Event and shall conduct themselves in a proper and professional manner at all times, and shall adhere to any health & safety, security or other requirement of Organizer (or of the Venue or other person approved by Organizer) in relation to the Event.
Violation by Representatives. Sponsor warrants that they understand and agree that any violation of proper conduct, in the exclusive view of Organizer, will result in that Sponsor, Representative or all Representatives being removed from the Event at the expense of Sponsor. In the event that this occurs, Sponsor will not be entitled to any recourse from Organizer and agrees to indemnify and hold harmless Organizer from any direct and third-party liabilities that may occur arising from the conduct or in the removal of Sponsor or Representative(s).
Compliance by Representatives. Sponsor and/or Representative(s) will be responsible for ensuring compliance with this Agreement and Sponsor shall indemnify, defend and hold harmless, Organizer, its affiliates and its employees, agents, representatives, invitees and subcontractors (collectively, the “Organizer Group”) from, and pay and reimburse the Organizer Group for, all losses, claims, damages, costs and expenses, including attorneys’ fees, relating to or arising out of any claim, including without limitation, any direct claim against Sponsor or its Representatives alleging: (i) breach of this Agreement or (ii) injury to persons or damages to property caused by Sponsor and/or its Representatives.
Authority. Sponsor represents and warrants that it has the authority to enter into and bind Sponsor to the terms of this Agreement.
Organizer’s Rights and Obligations
Notification of Available Facilities. Organizer will notify Sponsor of the nature of the available meeting facilities and the promotional material (e.g., display stands, brochures, etc.) that Sponsor may display at the Event. Such notification will be given to Sponsor at least seven (7) days prior to the Date. Organizer reserves the right to require Sponsor to remove from the Venue any promotional material which Organizer, in its sole discretion, considers inappropriate for any reason. Sponsor requires approval of Organizer for any use of materials at the Event.
Provision for Materials. Organizer may provide for certain materials to be used by Sponsor. Organizer reserves the right to determine scope and content of any or all meetings, conference sessions, etc. held during the Event.
Matching with Attendees. Sponsor may request meetings/appointments with individual attendees or specific company representatives from Organizer. Organizer will use commercially reasonable efforts to arrange such meetings/appointments, such meetings/appointments cannot be guaranteed and Orders cannot be placed on the condition that certain meetings/appointments be made. Sponsor acknowledges that no such promise has been made.
List of Attendees. Organizer will circulate to Sponsor a list of all attendees expected at the Event as well as details of all pre-arranged meetings and itineraries of attendees. Organizer does not guarantee the accuracy of such information or the actual attendance of the named attendees and will not be liable to Sponsor for any change in the number or identity of any attendees or for any attendees who do not keep scheduled appointments, notwithstanding any other term of this Agreement.
Arrangement of Meetings. Organizer will arrange a mutually agreed upon number of meetings with Sponsor. Organizer reserves the right to vary itineraries of any or all participants in the Event with such prior notice as it determines is reasonable or practicable at the discretion of Organizer.
Intellectual Property Rights. Sponsor acknowledges and agrees that all content and other materials provided by or on behalf of Organizer (if any) are the sole and exclusive property of Organizer or its licensors, and that Sponsor shall not acquire any right or ownership interest in and to said content or materials or any other of Organizer’s intellectual property rights, except for the right to use said content and materials as expressly provided in this Section of these Terms. Sponsor shall not and shall not allow any other person or entity to copy, modify, adapt or otherwise use such content and materials for any purpose without Organizer’s express prior written consent. Organizer grants Sponsor a non-exclusive, non-transferable, non-sublicensable right and license to use the Organizer’s content and materials solely in connection with Sponsor’s advertising, marketing, and promotion of the Event.
Changes/Cancelling the Event. Organizer reserves the exclusive right to cancel, alter, modify or reschedule the Event for any reason, including because Organizer determines in its sole discretion that the Event cannot be held as planned. Should Organizer alter, modify, or reschedule some or all of the Event for any reason and still host the Event, the Event fees will not be reimbursed.
Exclusive Right to Cancel. Organizer reserves the right to cancel any Order made by Sponsor in its sole discretion and without giving any reason for such cancellation. In such event, Organizer shall promptly refund to Sponsor all fees paid in respect of such cancelled Order.
Publicity & Marketing
Publicity of Event. Organizer shall originate any publicity, news releases, public statements or announcements, whether written or oral, relating to the Event without the prior consent of Sponsor. Organizer may originate any publicity, news releases, public statements or announcements or otherwise make any form of representation or statement relating to the Event which would constitute an express or implied endorsement by Sponsor of any commercial product or service, without obtaining the prior consent of Sponsor.
Use of Sponsor Name and Trademarks. Organizer may use Sponsor’s name or trademark in any advertising or promotional material without the prior consent of Sponsor. Sponsor represents and warrants that Sponsor’s trademarks and other intellectual property, images, videos, graphics or any other content provided to Organizer (“Sponsor’s Materials”), and Organizer’s use thereof, will not infringe, misappropriate, or otherwise violate any rights of any third party.
Marketing Materials. Organizer may use Sponsor’s Materials in subsequent marketing materials of future events without the prior consent of Sponsor. Sponsor agrees to release any rights of their image being used for advertising, promotional or marketing material as well as any intellectual property.
Ownership of Intellectual Property. Organizer acknowledges that any pre-existing intellectual property is owned exclusively by Sponsor and that Organizer’s use does not relinquish any rights over them held by Sponsor save and except for the uses set forth in this Agreement. No proprietary interests or title in or to the intellectual property is transferred to Organizer by this Agreement.
Use of Multimedia
By attending the Event, Sponsor acknowledges and agrees that Organizer, or others acting on its behalf or through sponsorship or exhibitor contracts, may take photographs and video (by any means) and/or make sound recordings during the Event (including via social media) and that Sponsor may appear in such photographs and videos and be heard in such sound recordings, and that Organizer may edit and use the footage it captures at the Event for marketing and promotional activities (including through social media) now and in the future, and for any other lawful purpose in the ordinary course of its business.
Organizer asks that at all times, Sponsor respect the intellectual property, copyrights, or trademarks of exhibitors, speakers, sponsors, and Organizer. For digital programming, Organizer prohibits the use of screen shots and/ or any other technology that can be used to capture proprietary content and images from the Event. Organizer reserves the right to stop any activity taking place that violates, or threatens to violate, any of these guidelines.
Due to the prevalence of mobile devices today, Organizer disclaims all liability for the capture of your image, voice, or likeness by attendees in any multimedia format at the Event.
Cancellation by Sponsor
Sponsor Cancellation. If Sponsor wishes to cancel this Agreement or its attendance at the Event, Sponsor shall notify Organizer in writing with as much prior notice as is possible and not less than ninety (90) days before the Date of the Event.
More than Ninety Days. If cancellation notice is received by Organizer more than ninety (90) days prior to the Date of the commencement of the Event then Sponsor shall be responsible for 50% of the Fees and applicable taxes thereon. If the Fees have been paid to Organizer, Sponsor will receive a refund of 50% of the Fees paid excluding applicable taxes.
Less than Ninety Days. If cancellation notice is received by Organizer within ninety (90) days prior to the Date of the commencement of the Event, then Sponsor shall be responsible for 100% of the Fees and applicable taxes thereon.
Liability and Indemnity
Liability. Organizer will not be liable for any loss or damage suffered by Sponsor when providing its services hereunder except if solely caused directly by Organizer’s gross negligence. Sponsor will be liable for, and will reimburse Organizer for the costs of, any loss or damage, including attorneys’ fees, incurred by Organizer arising from Sponsor or Sponsor’s Representatives’ gross negligence or more culpable conduct. Organizer shall not be liable for special, indirect or consequential loss or damage including, without limitation, loss of business, profits, anticipated savings, goodwill, data, damages, loss or costs associated with loss or damage.
Indemnity for Third Party Claims. Except as may be otherwise provided in this Agreement, Sponsor shall indemnify, defend and hold harmless the Organizer Group from, and pay and reimburse the Organizer Group for all losses, claims, damages, costs and expenses, including attorneys’ fees, and, at Organizer’s request, investigate and defend the Organizer Group from, claims, demands and causes of action, of every kind and character, without limitation, arising out of or made by third parties, on account of bodily injury, death or damage to or loss of their property resulting from any negligent act or willful misconduct of Sponsor or its Representatives or any claims that the content and materials provided by Sponsor infringe upon or violate any intellectual property or other rights of any third party.
Waiver and Limitation of Liability
Waiver and Release; Limitation of Liability of Organizer. In consideration of the opportunity to participate in the Event provided by Organizer, Sponsor hereby forever releases, waives and holds harmless the Organizer Group from any and all liability, injury, damages, loss or expenses that may arise, directly or indirectly, now or in the future, regardless of whether caused by fault on the part of Organizer, in connection with Sponsor’s participation in the Event or any Event-related activities. Notwithstanding the foregoing, the aggregate liability of Organizer ARISING OUT OF OR RELATED to this Agreement, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, shall be limited to the total amount of the fees paid by Sponsor to Organizer pursuant to THE ORDER .
Survival of Indemnities. The terms of waiver and indemnity obligations set forth in this Agreement shall survive any termination or expiry of this Agreement.
Data
Confidentiality of Data. Organizer will keep personal data provided by Sponsor confidential. Data is collected in accordance with applicable U.S. privacy laws and the privacy policy of Organizer.
Use of Contact Information. Sponsor agrees that Organizer may use contact information of Sponsor to solicit Sponsor of upcoming Events. The information provided by Sponsor or Representatives, will be held by Organizer. Occasionally Sponsor details may be made available to Organizer’s external partners. If Sponsor does not wish to have these details to be made available to these carefully chosen companies, Sponsor should contact Organizer.
Data Usage. Sponsor’s use of any attendee lists, contact information, or analytics provided by Organizer must comply with applicable privacy laws and Organizer’s data policies. Unless contact information is included in the services purchased in an Order, Sponsor shall not contact attendees of the Event unless they receive such attendee’s consent and comply with applicable U.S. privacy laws.
No Scraping or Harvesting. Sponsor shall not, and shall not permit its affiliates, employees, agents, or Representatives to, scrape, harvest, mine or otherwise extract data from the Event, the Event platforms, registration systems, badges, QR codes, mobile apps, or any related technology, whether automated or by manual means.
No Mass Messaging or Spam. Sponsor shall not engage in mass messaging, unsolicited commercial communications, or spam targeting Event attendees, including via badge scanning devices, email, SMS, or social platforms. Access to the attendee list or badge scans do not constitute consent. Sponsor may only send external communications where (i) the attendee has provided express consent directly to Sponsor, and (ii) such communications comply with applicable law.
General
Consents. Any consent required under this Agreement will not be unreasonably withheld.
Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.
Entire Agreement. These Terms, together with the Order, constitute the entire agreement of the parties and supersedes all previous agreements and no amendment to the terms of this Agreement will be effective unless it is in writing and signed by each party. Each party acknowledges that, in entering into this Agreement, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.
Equitable Relief. Sponsor agrees that any breach of this Agreement by Sponsor would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, Organizer will have the right to an injunction, specific performance or other equitable relief.
Force Majeure. Notwithstanding anything herein to the contrary, Organizer shall not be liable for any delay or failure in fulfilling or performing any term of this Agreement, when and to the extent such failure is caused by any (i) acts of God; (ii) epidemics, pandemics, flood, fire, or explosion; (iii) war, terrorism, invasion, riot, strike or other civil unrest, (iv) national or regional emergency, (v) national or regional shortage of adequate power, telecommunications, or transportation facilities, or (vi) any other circumstances beyond Organizer’s reasonable control (each of the foregoing, a “Force Majeure”).
Relationship of the Parties. The parties are independent contractors. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither Organizer nor Sponsor will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.
Severability. If any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, the provision will be deemed modified to the minimum extent necessary to be valid or enforceable.
Number and Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.
Notices. All notices and communications required or permitted under this Agreement must be in writing and delivered by (a) electronic mail with confirmation of transmission or receipt, or (b) courier or registered mail, postage prepaid. Notices will be sent to the Organizer or Sponsor at the email addresses or physical addresses set out in the Order, or to any updated address that either party designates in writing from time to time. Notices will be deemed received on the date of confirmed email transmission or, for physical delivery, on the date shown in the courier or mail delivery records.
Jurisdiction. The exclusive venue for any dispute arising out of or relating to this Agreement shall be the courts located in the State of Delaware, City of Wilmington.
Governing Law. This and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by the laws of the State of Delaware and shall be construed and interpreted according to the laws of the State of Delaware and the applicable federal laws of the United States, without giving effect to any choice or conflict of law provision or rule of any jurisdiction that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.
Authority to Bind. This Agreement is binding on the parties upon Sponsor’s signature to these Terms or to the Order to which these Terms relate or by clicking to accept or agree to these Terms when this option is made available, and Sponsor represents to Organizer that this Agreement has been submitted and authorized by an individual who is an authorized signatory of Sponsor and who has authority to bind Sponsor to the terms of this Agreement.
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