Informa Markets Sponsorship And Exhibition Terms And Conditions

1. Definitions

In these Conditions, the following terms have the following meanings:

1.1. Virtual Event Contract: the Virtual Event Contract 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;

1.2. Client: the person, company, organization, association or other entity set out in the Virtual Event Contract that is purchasing the Package;

1.3. Conditions: these terms and conditions;

1.4. Contract: together, these Conditions and the Virtual Event Contract;

1.5. 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;

1.6. Directory: any online product and/or services directory (whether exclusively featuring exhibitors, sponsors and attendees of the Event or otherwise);

1.7. 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;

1.8. Event: the virtual exhibition, conference, show or other event organized by Organizer set out in the Virtual Event Contract, which will be made available via the Platform;

1.9. Fees: the fees payable by Client for the Package set out in the Virtual Event Contract;

1.10. 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, industrial dispute, interruption/failure of utility service or nuclear, chemical or biological contamination);

1.11. Informa Group: includes any entity whose ultimate parent company is Informa PLC;

1.12. 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;

1.13. 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;

1.14. Marketing Services: any marketing services element of the Sponsorship set out in the Virtual Event Contract ( which may include, without limitation, the distribution of e-mails to third parties by way of a promotional campaign);

1.15. Materials: all content, materials and other information that is provided by Client and/or its Personnel (including, without limitation, Client’s name, profile, descriptions of products and/or services, logos, copy, text, photographs, audios, videos , artwork, content session data and/or the Directory Content);

1.16. Opening Date: the first date on which the Event is scheduled to be ‘open’ and made available to members of the public to access;

1.17. Organizer: the Informa Group legal entity set out in the Virtual Event Contract that is providing the Package;

1.18. Package: the Space and/or Sponsorship and/or Directory package purchased by Client in relation to the Event set out in the Virtual Event Contract, as may be updated by the parties from time to time;

1.19. 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;

1.20. Platform: the online environment and/or technology solution via which the Event and the Package will be made available by Organizer, which will be accessible via the Website;

1.21. 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;

1.22. Space: any virtual exhibition space or virtual exhibition participation allocated to Client set out in the Virtual Event Contract;

1.23. Sponsorship: any sponsorship and/or promotional element of the Package set out in the Virtual Event Contract (which may include, without limitation, advertisements, Marketing Services and/or opportunities to sponsor, contribute to and/or deliver content sessions); and

1.24. 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 Virtual Event Contract constitutes an offer to purchase a Package in accordance with these Conditions and is irrevocable by Client. The submission of a Virtual Event Contract does not guarantee that Client will be: (i) permitted participate in the Event, and/or (ii) provided with the actual Package requested. Organizer reserves the right to reject any Virtual Event Contract. 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 Virtual Event Contract. 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 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, including, without limitation, false change of bank account communications, identity theft and other 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) suspend and/or disable Client’s and its Personnel’s access to the Platform and/or the Website, (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. It is the intent of the parties that Organizer shall receive the Fees in full and that any: (i) banking and other transfer of payment charges, and (ii) applicable VAT, GST, sales and/or service taxes shall be paid solely by Client (in addition to the Fees). 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).

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 from time to time in connection with any element of the Package, 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 and its Personnel must not: (i) act in any manner which causes offense, annoyance, nuisance or inconvenience to Organizer and/or any other attendee of the Event, and/or (ii) do anything which might adversely affect the reputation of Organizer and/or the Event.

4.4. 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.

4.5. Client is solely responsible for obtaining any licenses, regulatory approvals or other necessary consents required for Client to display any products, services and/or Materials pursuant to its participation in the Event.

4.6. All Materials must comply with these Conditions. Organizer reserves the right to remove any Materials that it deems offensive, inappropriate, libelous or non-compliant with these Conditions. Client shall ensure that the Materials shall not infringe the Intellectual Property Rights of any third party and Client shall be solely responsible for checking the accuracy and compliance with law of any Materials.

4.7. Client warrants, represents and undertakes that the 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 the 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 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.

4.8. If and to the extent that the Materials contain information relating to Client’s products and/or services (images and details of which may be uploaded to the Platform and/or the Website), Client further represents, warrants and undertakes that such information is limited to generic information only and is not advisory. Client shall ensure that the Materials relate exclusively to Client’s own commercial activities.

4.9. Without limitation to Condition 15.4, Client shall indemnify Organizer against any loss, damage, cost, claim or expense suffered or incurred by Organizer and/or any member of the Informa Group arising out of or in connection with the Materials, including, without limitation, any third party claim regarding: (i) the inaccuracy or incompleteness of Materials, and/or (ii) any infringement of third party Intellectual Property Rights relating to the Materials.

4.10. 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.

4.11. All unauthorized filming, sound recording and photography of the Event, and all unauthorized transmission of audio or visual material at the Event, by Client and/or its Personnel is expressly prohibited. Client and/or its Personnel agree: (i) to surrender to Organizer or destroy on demand any material in whatever media recorded in violation of this Condition 4.11, and (ii) that the copyright and other Intellectual Property Rights in any such material shall vest in Organizer unconditionally and immediately on the creation of such material.

4.12. 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.

4.13. 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.

4.14. 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.

4.15. Organizer recommends that Client be adequately insured in relation to its activities under this Contract, including, without limitation, Client’s participation in the Event.

5. Use of the Platform and the Website

5.1. Client shall not and shall procure that its Personnel shall not:

5.1.1. copy, reproduce, modify, create any derivative works from and/or reverse engineer any aspect of the Platform and/or the Website;

5.1.2. 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;

5.1.3. 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;

5.1.4. infringe Organizer’s Intellectual Property Rights or those of any third party in relation to its use of the Platform and/or the Website;

5.1.5. 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;

5.1.6. 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;

5.1.7. use any robots and/or data gathering/mining extraction techniques intended to scrape data from the Platform and/or the Website;

5.1.8. 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

5.1.9. engage in the sending/distribution of spam and/or mass unsolicited messages using the Platform and/or the Website.

5.2. 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 or other harmful components. Client must not attempt to interfere with, manipulate, damage or disrupt the proper working of the Platform and/or the Website (for example, by attempting to circumvent security or tamper with, hack into or otherwise disrupt any computer system, server, website, router or any other internet connected device). Organizer reserves the right at any time and for any reason to: (i) make alterations and/or corrections to, suspend and/or discontinue any aspect of the Platform and/or the Website, (ii) vary the technical specification of the Platform and/or the Website, and/or (iii) temporarily suspend and/or disable Client’s and its Personnel’s access to the Platform and/or the Website for the purposes of maintenance, upgrade or addressing any security concerns.

5.3. 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. High speed internet access is recommended. 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.

5.4. Organizer does not guarantee or warrant that any content available for downloading from the Platform and/or the Website will be free from infections, viruses and/or other code that has contaminating or destructive properties. Client is responsible for implementing sufficient procedures and virus checks to satisfy its particular requirements for the accuracy of data input and output.

5.5. 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 license agreements indicated at the time of software download.

5.6. 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.

5.7. 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 5 (and/or 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 license agreements indicated at the time of software download), Organizer reserves the right without liability to suspend and/or disable Client’s and its Personnel’s access to the Platform and/or the Website.

6. Data protection

6.1. 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 6.2) (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 co-operating 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 co-operating 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 .

6.2. Without prejudice to the generality of Condition 6.1, 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 enquiry, 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 co-operating 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.

7. Specific terms relating to Space

7.1. Organizer shall be responsible for the development and set-up of the Space. Organizer reserves the right at any time to make such alterations to the Space as Organizer in its absolute opinion considers to be in the best interests of the Event.

7.2. Client undertakes to: (i) be solely responsible for the customization of the Space (including, without limitation, branding), and (ii) participate in the Event for the duration of the Event.

7.3. Client shall not permit the display of any Materials and/or other exhibits 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.

7.4. 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). Notwithstanding any approved Space sharing arrangement, Client shall itself remain wholly liable for the full amount of the Fees.

7.5. 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 7, Organizer reserves the right without liability to cease to make the Space available to Client and/or suspend and/or disable Client’s and its Personnel’s access to the Platform and/or the Website.

8. Specific terms relating to Sponsorship (including, without limitation, Marketing Services)

8.1. 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 in respect of the Sponsorship shall remain due and payable in full).

8.2. 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. Without limitation to the foregoing, Organizer cannot guarantee any exact color matches in its incorporation of Materials and any colors 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. Organizer shall use its commercially reasonable efforts to provide the Sponsorship in the size, position and manner as specified in the Virtual Event Contract, but shall not be liable where reasonable modifications are made.

8.3. 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.

8.4. If all or part of the Sponsorship comprises Marketing Services, Organizer shall use commercially reasonable efforts to adhere to any delivery schedule set out in the Virtual Event Contract. 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. Client shall indemnify Organizer against any loss, damage, cost, claim or expense (including, without limitation, in connection with any regulatory action or fine) 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 8.4.

8.5. 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 8, Organizer reserves the right without liability to: (i) suspend or discontinue the use of any Materials, and/or (ii) refuse and/or withdraw the provision of any element of the Sponsorship.

9. Specific terms relating to Directories

9.1. If Client purchases a Directory entry as part of the Package, the terms of this Condition 9 shall apply. The Virtual Event Contract may specify that it is mandatory for Client to purchase a Directory entry in connection with the Event.

9.2. The length of time that Client is entitled to have a Directory entry live for, and the extent of its coverage within and benefits related to such Directory, shall be specified in the Virtual Event Contract.

9.3. All Directory Content shall be considered non-confidential and non-proprietary. Client waives any moral rights in the Directory Content to the fullest extent permitted by law.

9.4. 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 9, Organizer reserves the right without liability to suspend and/or disable Client’s and its Personnel’s use of, access to, coverage within and benefits related to any Directory.

9.5. Organizer’s total liability in connection with a Directory, howsoever arising, shall be limited to the total amount of the Fees paid by Client in respect of such Directory only.

10. Limitation of rights granted

10.1. 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 license to use or exploit the Intellectual Property Rights of Organizer and/or any member of the Informa Group.

11. Changes to the Event

11.1. Notwithstanding any other provision of this Contract, Organizer reserves the right without liability at any time and for any reason to make reasonable changes to the format, content, opening hours, duration, dates and/or other timings of the Event. If any such changes are made, this Contract shall continue to be binding on both parties, provided that the Package shall be amended as Organizer considers necessary to take account of such changes.

12. Cancellation and changing the date(s) of the Event by Organizer

12.1. Organizer reserves the right to cancel or change the date(s) of the Event at any time and for any reason (including, without limitation, if a Force Majeure Event occurs that Organizer considers makes it illegal, impossible, inadvisable or impracticable for the Event to be held).

12.2. 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, this Contract shall continue in full force and effect and the obligations of the parties shall be deemed to apply to the Event on the new date(s) in the same way that they would have applied to the originally scheduled Event. For the avoidance of doubt, nothing in this Condition 12.2 shall excuse Client from the payment of the Fees in accordance with the payment terms stated in the Virtual Event Contract.

12.3. In the event that the Event is cancelled and/or the date(s) of the Event are changed to new date(s) that are not within twelve (12) months of the originally scheduled Opening Date of the Event, this Contract shall terminate without liability provided that, 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.

12.4. Client acknowledges and agrees that the provisions of this Condition 12 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.

13. Cancellation by Client

13.1. The application for the Package is irrevocable by Client and, except as expressly stated in the Virtual Event Contract, Client has no rights to cancel this Contract. Except as expressly set out in these Conditions and/or in the Virtual Event Contract, no refunds shall be given and the Fees shall remain due and payable in full.

13.2. To the extent that the Virtual Event Contract expressly permits cancellation by Client, Client may cancel the Package on written notice to Organizer, except where Organizer has the right to terminate this Contract under Condition 14.1. Upon any such cancellation by Client, Client shall pay Organizer such cancellation fees as are stated in the Virtual Event Contract. For the purpose 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 Condition 12.2.

14. Termination

14.1. 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 14.1, 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.

14.2. 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 Event and does not wish for this Contract to continue in full force and effect pursuant to Condition 12.2. In the event that Organizer terminates this Contract pursuant to this Condition 14.2, 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. 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 14.2 and all other liability of Organizer is hereby expressly excluded.

14.3. Upon any termination of this Contract, without prejudice to any other right or remedy it may have, Organizer reserves the right without liability to suspend and/or disable Client’s and its Personnel’s access to the Platform and/or the Website and cover over any Materials. Organizer shall be free to re-sell any aspects of the Package as it shall deem fit.

14.4. 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.

14.5. Conditions 1, 3, 4.9, 6.2, 8.3, 8.4, 9.5, 10, 12, 13, 14, 15, 16 and 17 shall survive termination of this Contract.

15. Liability and indemnity

15.1. 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 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 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.

15.2. Organizer does not endorse or accept any responsibility for the use of, or content on, any other website linked or referenced within the Platform and/or the Website and Organizer 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 the use of, or reliance on, any content, products and/or services available on or through any other website.

15.3. Subject to Condition 15.6: (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 and/or Client’s and its Personnel’s access to and/or use of the Platform and/or the Website, (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, whether (a) or (b) is caused by negligence, intentional act, accident, act of God or otherwise, 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.

15.4. Client shall indemnify Organizer against any loss, damage, cost, claim or expense 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 Materials and/or other exhibits (including, without limitation, counterfeit goods) by Client and/or its Personnel on the Platform and/or the Website and/or the receipt and/or use of the Materials 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) where Client receives any Data List as part of the Package, any failure of Client and/or its Personnel to comply with Condition 6.2, and (v) where Client shares the Space with any third party pursuant to Condition 7.4, any act or omission of any such Space sharer and/or such Space sharer’s Personnel.

15.5. 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 15.5 shall excuse Client from the payment of the Fees under this Contract.

15.6. Nothing in these Conditions shall exclude or limit any liability which cannot be excluded or limited by law.

15.7. Client acknowledges and agrees that, in light of the Fees, the provisions of this Condition 15 are no more than is reasonable to protect Organizer as the organizer of the Event and the provider of the Package.

16. General

16.1. Organizer reserves the right to refuse any person entry to the Event or to remove any person from the Event at any time.

16.2. 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: (i) analytics data captured at or in connection with the Event and/or any part of the Package (including, without limitation, attendee, user or online behaviors and usage data relating to the Platform, the Website, any Directory and/or any lead generation/match-making initiatives), and/or (ii) Materials and other information and/or materials displayed or made available by Client and/or its Personnel at or in connection with the Package, the Event and/or any other events owned, organized, managed or operated by Organizer and/or any member of the Informa Group (in each case whether prior to, concurrently with, or following the entering into of this Contract) (together, both (i) and (ii) being the Data). The foregoing shall include, without limitation, Organizer and each member of the Informa Group being entitled to use, repurpose and reproduce the 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 (which may include, without limitation, incorporating all or any part of any Materials and other information and/or materials displayed or made available by Client and/or its Personnel into such products, services or works).

16.3. Nothing in this Contract shall create a partnership, joint venture or agency relationship between the parties.

16.4. If and to the extent that there is any conflict between these Conditions and the Virtual Event Contract, the terms of the Virtual Event Contract shall prevail.

16.5. 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.

16.6. 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.

16.7. 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.

16.8. 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 16.8 shall not affect the validity and enforceability of the rest of this Contract.

16.9. 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.

16.10. 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.

16.11. 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).

17. Governing law and jurisdiction

17.1. 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 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.

v. 2 - August 26, 2020