DIGITAL PRODUCT(S) TERMS AND CONDITIONS
The Client is contracting for the Digital Product(s) listed on the Order Form (the “Package”) with the Informa Group Company identified in the Order Form (“Informa”). All Packages are subject to the Order Form and the following terms and conditions. To the extent there is any conflict between these terms and conditions and the Order Form, the terms of the Order Form shall prevail.
1. Fees & Taxes
1.1 All Fees shall be payable within 30 days of receipt of invoice and must be paid prior to a Package being released. Any overdue amounts shall be subject to an interest at the rate of 4% above the base lending rate of the Bank of England per annum.
1.2 It is the intent of the parties that Informa will receive the Fees net of all applicable taxes, including without limitation, sales, VAT, service or withholding taxes (Taxes), all of which shall be paid solely by the Client. If and to the extent that any Taxes are levied upon, or found to be applicable to, the whole or any portion of the Fees, the amount of the Fees shall be increased by an amount necessary to compensate for the Taxes (including any amount necessary to “gross up” for Taxes levied on the increase itself).
2. Changes, Delivery & Hosting of Online Content
2.1 Any changes to the Package, or cancellations of the Package set out in the Order Form, must be submitted in writing to Informa and will, subject to Informa approval, be effective 14 days after Informa’s receipt of such written notice, save that if the cancellation is received after the Package has been published, the Fees shall remain due and payable.
2.2 The Package shall be hosted on the website, and for the period, as set out in the Order Form.
2.3 Informa does not warrant that the operation of its online service or any third-party platform will be uninterrupted or error-free. Informa assumes no liability for any omission or delay in hosting the Package on its website.
3. Intellectual Property
3.1 Notwithstanding anything in the Agreement to contrary, each party shall retain and own all right, title, and interest, including all intellectual property rights, in and to all of its pre-existing intellectual property and data. Unless otherwise stated in the Order Form Client shall own all right, title, and interest, including all intellectual property rights, in and to the Package (Client IPR).
3.2 Client acknowledges that the Package will appear on Informa’s website and will be made available to users of the website free of charge. Users may reproduce, print, copy or otherwise disseminate the Package.
3.3 Client grants to Informa a worldwide, limited, sub- licensable, royalty free license to use Client IPR for the purposes of hosting the Package and making it available to the website’s end users.
The following Clauses 4-9 (inclusive) are specific to the Digital Product(s) set out on the Order Form.
Advertising
4.1 Advertising may be in the form of a LinkedIn announcement, custom email, hard copy print or digital on a Informa website or Platform.
4.2 Client must deliver all creative to Informa at least five (5) business days prior to the campaign start date in the case of digital, rich media creative, or at least three (3) business days prior to the campaign start date in the case of any other digital creative.
4.3 Informa shall make a good faith effort to comply with any request for modification to the creative for an ongoing campaign, if received from Client with at least two (2) business days’ prior written notice. For clarity, creative first provided by or on behalf of Client to Informa under the Agreement, including any and all intellectual property rights therein, shall constitute Client IPR for purposes of the Agreement.
4.4 Unless Client has paid a placement premium (or unless otherwise provided in the Order Form), positioning of advertising is in Informa’s sole discretion. Informa reserves the right in its sole discretion to designate the general and classified rates for any advertising.
4.5 Unless specifically provided in the Order Form signed by all parties or otherwise with Informa’s prior written consent, no advertising pursuant to any Order Form may promote any affiliate of the Client or any third party.
4.6 Client represents and warrants that (i) it holds the necessary rights to permit the use of the advertising and any material to which users can link through the advertising and (ii) that the use, reproduction, distribution, or transmission of the advertising (and any material to which users can link through the advertising) will not violate any applicable laws or violate any rights of any third parties. Client acknowledges that Informa is utilizing a third-party system.
Webinar or Video Content
5.1 Client must deliver all content for the webinar or video (“Content”) to Informa at least five business days prior to the webinar or custom video go live date.
5.2 Client licences to Informa the content on a non- exclusive, royalty free, worldwide basis for the purpose of delivering the webinar or custom video.
5.3 Informa shall not be liable for any errors or omissions that appear in the final webinar or video content.
White Paper(s)
6.1 Sponsored white papers vary in length, as specified in the Order Form. Options include Client branding on the title page and a tagline within the white paper, such as, “this white paper is sponsored by ___.” Inclusion of Informa branding of the white paper, including identification of the analyst authoring the white paper, is at the discretion of the Client.
6.2 Unless stipulated otherwise in the Order Form, the Client holds unlimited distribution rights to the English-language version of the white paper. The Client may request the option of translating the white paper into other languages for an additional fee. All translations must be approved by Informa prior to distribution.
6.3 The Client determines the topic addressed by the white paper before the project begins, in consultation with the Informa analyst assigned to the project. The project begins when the topic is selected and once selected, notwithstanding Clause 6.4, the topic cannot be changed.
6.4 Sponsored white papers are specifically for thought- leadership purposes. In general, white papers are based on research already conducted by Informa. Projects that require original research require separate agreements for execution. The Client and its products may be mentioned in the white paper, but endorsement of the Client or its products by Informa is strictly prohibited.
6.5 If requested by the Client, Informa will provide an outline of the white paper for review and approval prior to development of the first draft of the white paper. If an outline is requested, the review period for the outline is three (3) business days from the time the outline is submitted for review. Any extension of the outline review period beyond three (3) business days may be granted by Informa at its discretion. However, once the review period expires, Informa reserves the right to consider the outline of the white paper to be accepted by the Client without further alteration.
6.6 Once the first draft of the white paper is completed, the Client receives the first draft for comment and review.
6.7 The review period for the first draft of the white paper is five (5) business days from the time the draft is submitted for review. The review process is intended for Client comments or suggestions for revision. Any extension of the first-draft review period beyond five (5) business days may be granted by Informa at its discretion. However, once the review period expires, Informa reserves the right to consider the first draft of the white paper to be accepted by the Client without further alteration.
6.8 Creation of the final draft of the white paper takes place after the first-draft review is completed, as described above.
6.9 The review period for the final draft of the white paper
is three (3) business days from the time the final draft is submitted for review. Any extension of the final- draft review period beyond three (3) business days may be granted by Informa at its discretion. However, once the review period expires, Informa reserves the right to consider the final draft of the white paper to be accepted by the Client without further alteration.
6.10 If Informa does not receive Client comments or suggestions for revision, the White Paper will be considered final and ready for posting Informa will consider Client suggestions for revisions to the final draft. However, the final decision on the content of the white paper rests solely with Informa.
6.11 After the final-draft review is completed, Informa will make any final revisions and then will supply the Client with a pdf file of the final white paper. Once the pdf file is delivered to the Client, the project is deemed completed.
Custom Blog(s)
7.1 Informa analysts are available to create thought- leadership blogs that are sponsored by Informa and Informa clients.
7.2 Sponsored blogs are 400 to 600 words long and carry the byline of the analyst who writes the blog.
7.3 Sponsored blogs are identified as such with a tagline, such as, “this blog is sponsored by ___”
7.4 Clients may determine the topic addressed by the blog at their discretion, before the project begins. Clients may also request to review the blog before it is posted. However, the final decision on the content of the blog rests solely with Informa.
7.5 If the Client chooses not to determine the topic, the Informa analyst will propose the topic. The project will begin once the proposed topic is approved by the Client. The Client has three (3) business days to approve the proposed topic or suggest an alternate topic. If the Client does not respond to the proposed topic after three (3) business days, Informa will consider the topic acceptable and will begin the project.
7.6 Once the project begins, the topic selection is final and cannot be changed.
7.7 Sponsored blogs are specifically for thought- leadership purposes. The Client may be mentioned in the blog if the Informa analyst deems that to be appropriate, but endorsement of the Client or its products is strictly prohibited.
7.8 If the Client elects to review the blog before it is posted, the maximum review period is three (3) business days from the time the blog is submitted for review. Client comments or suggestions for revision will be considered by Informa, but the final decision on the content of the blog rests solely with Informa.
7.9 If Informa does not receive Client comments or suggestions for revision after three (3) business days, the blog will be considered final and ready for posting.
7.10 The project is complete when the blog is posted at the designated Informa site(s) or is delivered to the Client for posting at the site(s) of its choosing.
Lead Generation
8.1 The minimum number of leads and frequency of delivery will be specified on the Order Form.
8.2 Client shall not sell, distribute, transfer or assign its rights to or otherwise provide the registrant list that is created as part of the lead generation (a “List”), in whole or in part, to any third party without the prior written consent of Informa, but instead shall use the List solely for Client’s own self-promotional purposes. Provided that, such permitted use shall include Client’s use of marketing companies or other agents to accomplish such purposes as long as those companies agree to use the List solely for the benefit of Client.
8.3 “Lead Insights” is a platform created by Informa which allows Client to see all of Client’s event or digital product lead data in one place and provides Client with valuable insights into its audience. Informa’s Lead Insights product creates data insights and analytics as a personalised Lead Insights dashboard for Client. The nature of the Lead Insights deliverable to Client will be specified in the Order Form and to the extent Client’s Package includes Lead Insights:
                                8.3.1 Clientagreestocomplywithanywebsitetermsof use and/or fair or acceptable use policies indicated on any website on which the event website or Lead Insights platform is hosted, including but not limited to https://informaconnect.com/terms-of-use/ which shall apply to Client’s use of Lead Insights.
                                    8.3.2 In using the Lead Insights product or any outputs from Lead Insights, each party agrees to comply with and fulfil its obligations under all applicable e- mail marketing, privacy and data protection laws and regulations of the EU, U.S. and any other applicable country.
                                    8.3.3 Informa do not endorse or accept any responsibility for the content, or the use of, any goods or services that may be identified or described on the event website or platform on which Lead Insights is hosted and Informa shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of, or reliance on, any content, goods or services available on or through the Lead Insights platform or website.
                                    8.3.4 Informa may issue Client with a unique username and password. Usernames and passwords are confidential and remain the property of Informa at all times and may not be sold, assigned or transferred to any third party without Informa’s permission. Client’s username and password are personal to Client and its delegate(s). Client hereby agrees that it will not permit others to use Client’s username or password and Client will be and remain liable for the acts of any person using Client’s username and password.
Direct Marketing
9.1 With respect to any e-mails that may be sent on behalf of the Client in connection with the Package, including without limitation any Package component(s) or links thereto transmitted by e-mail (the “Blasts”), each party agrees to comply with and fulfil its obligations under all applicable e-mail marketing, privacy and data protection laws and regulations of the EU, U.S. and any other applicable country, including but not limited to the U.S. CAN SPAM law, Canadian Anti- Spam Legislation, the California Consumer Privacy Act, and EU data protection legislation and regulation, concerning e-mail marketing, privacy or data security
9.2 To the extent that any Blasts will be sent by Informa to an Informa-provided list of recipients, Client shall provide its suppression list to enable Informa to 'scrub' against Informa's list.
9.3 The Client agrees to defend, indemnify and hold harmless Informa, and their directors, officers, employees and agents from and against all claims, losses, damages, liabilities, costs or expenses due to or arising out of Client's failure to provide a complete and accurate suppression list to Informa.
Data Protection
10.1 The following definitions apply to this Clause 0: “Directive” means the European Privacy and Electronic Communications Directive (Directive 2002/58/EC); “Regulation” means the General Data Protection Regulation (Regulation (EU) 2016/679); “Data Protection Law” means the Regulation and the Directive, as amended or replaced from time to time, and all other national, international or other laws related to data protection and privacy that are applicable to any territory where Informa or Client processes personal data or is established; “Reportable Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed;
10.2 For the purposes of this Agreement. the terms personal data, controller, processor, processing, data subject and supervisory authority shall have the meanings ascribed to them under the Regulation.
10.3 Either party’s processing of personal data in connection with this Agreement, the parties agree that each party acts as a data controller. Each party shall (i) only process personal data in compliance with, and shall not cause itself 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. Informa processes personal data in accordance with its privacy policy https://www.informa.com/privacy-policy/.
10.4 If either party becomes aware of a Reportable Breach relating to the processing of personal data in connection with this Agreement, 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 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 Agreement, 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.
Liability
11.1 Client is solely responsible for any legal liability arising out of or relating to: (i) the Package; (ii) any material to which users can link through the advertising; and/or (iii) any third party's use of Client's products and services.
11.2 In consideration of Informa providing the Package(s), the Client agrees to indemnify and hold harmless Informa and third parties who (a) distribute or enable the distribution of the advertising, (b) maintain sites which link to Informa websites where the advertising may run; or (c) access Client's site and/or use Client's products or services, against any loss, liability, damages, claims and expenses (including reasonable legal fees) arising out of (i) the content of the advertising, (ii) Informa publishing and distributing such advertising and related material, (iii) any material to which third parties can link through the advertising including material on Client's site, (iv) third parties' use of the Client's products and services, and (v) any breach of Client's representations and warranties above.
11.3 In no event shall Informa be liable for any indirect, consequential, incidental or special damages, nor shall its liability for any act, error or omission, whether or not due to its negligence, exceed the cost of the online media ordered.
11.4 Informa’s maximum aggregate liability to the Client under this Agreement or otherwise in connection with the Package shall be limited to the total amount of the Fees.
11.5 Nothing in these conditions shall exclude or restrict liability which cannot be excluded or restricted by the applicable law.
General
12.1 Client may not assign or transfer any of its rights under the Agreement. Informa shall be entitled to assign or transfer this Agreement to any third party.
12.2 The Client acknowledges that the Agreement constitutes the entire agreement between the parties in relation to the subject matter and that it has not entered into the Agreement in reliance upon any oral or written representation made to it by Informa. No variation of the Agreement shall be effective unless made in writing and signed by or on behalf of each party.
12.3 The Agreement is governed by the laws of England and Wales and the Client submits to the non-exclusive jurisdiction of the English courts. Nothing in this Clause shall prevent Informa from pursuing any action against Client in any court of competent jurisdiction.
SPONSORSHIP AND EXHIBITION TERMS AND CONDITIONS
Definitions and InterpretationIn these Conditions, the following terms have the following meanings:
1.1 “Advertising” means any promotional and/or advertising element of the Package set out in the
Application Form which may include, without limitation: (i) online/digital and offline/printed advertising; (ii) Client’s sponsorship of, provision of content for and/or delivery of viewable and/or downloadable digital content such as white papers, eBooks, newsletter advertising, and digital events (for example, webinars, videos, and/or other digital content sessions including all content on the Event Site); (iii) other audience extension services whether online/digital or offline/printed; and/or (iv) any advertisement of Client’s products or services based on the multimedia recording(s) of the Event and other content available for on-demand video streaming on the Event Site or Client’s sponsorship of any content on the Event Site;
1.2 “Agreement” means these Conditions and the Application Form;
1.3 “Application Form” means the application form or order form to which these Conditions are attached setting out details of the Package or such other document setting out details of the Package as Informa shall choose in its absolute discretion to accept;
1.4 “Calendar Year” means a full twelve (12) month period beginning on January 1 and ending on December 31;
1.5 “Client” means the person, firm, company or entity set out in the Application Form;
1.6 “Conditions” means these sponsorship and exhibition terms and conditions;
1.7 “Data Protection Law” means the UK Data Protection Act 2018 or the Regulation and the Directive (if applicable), as amended or replaced from time to time, and all other national, international or other laws related to data protection and privacy that are applicable to any territory where Informa or Client processes personal data or is established;
1.8 “Directive” means the European Privacy and Electronic Communications Directive (Directive 2002/58/EC);
1.9 “Event” means the event, conference, exhibition, show, webinar or other event (whether held in-person or virtually) organised by Informa as set out in the Application Form;
1.10 “Event Site” means the website(s) (together with any platforms and/or applications used together therewith) that will host and display the Event (or part thereof) and Event materials and includes Informa’s Streamly video streaming service platform available at https://streamly.video/ (“Streamly”) which hosts multimedia recording(s) of the Event and other non-Event related content available for on-demand video streaming;
1.11 “Exhibition Stand” means a stand (or part of a stand) constructed by Informa or Client in the in the exhibition space in the Venue as set out in the Application Form;
1.12 “Fees” means the fees payable by the Client for the Package as set out in the Application Form;
1.13 “Force Majeure Event” means any event or circumstance that is beyond the reasonable control of Informa and ongoing at the time of the Event or, in Informa’s opinion, is reasonably expected to be ongoing at time of the Event (including but not limited to governmental laws, ordinances, regulations, requisitions, restrictions, guidelines, recommendations or action, imposition of sanctions, embargo, military action, acts or threats of terrorism or war, mob, civil commotion or riot, health scares (including without limitation, epidemic and pandemic (e.g., COVID-19), whether or not new, ongoing or recurring), fire, acts of God, flood, drought, earthquake, severe weather, disaster, disruption to transportation, third party contractor/supplier failure, venue damage or cancellation, industrial dispute, strikes, labour disputes, interruption/failure of utility service, lack of commodities or supplies, accidents, nuclear, chemical or biological contamination, speaker or
participant cancellation or withdrawal, or any other comparable calamity or casualty);
1.14 “Informa” means the Informa Group entity that is the owner, organizer, operator and/or manager of the Event as stated in the Application Form;
1.15 “Informa Group” means Informa and any entities controlling or controlled by or under common control with Informa including without limitation each of their respective employees, officers, directors, agents and representatives;
1.16 “Intellectual Property Rights” means trade marks, trade names, design rights, copyrights, database rights, rights in know-how, trade secrets, confidential information and all other intellectual property rights or analogous rights whether registered or unregistered anywhere in the world;
1.17 “Lead Insights” means any Event data insights or analytics provided or made available to Client or delegate from Informa’s Lead Insights product whether as a personalised Lead Insights dashboard or otherwise;
1.18 “Manual” means any manual, service kit or guide provided to Client by Informa in respect of the Event, as updated by Informa from time to time;
1.19 “Marketing” means any marketing services element of the Package set out in the Application Form (which may include, without limitation, the distribution of e-mails to third parties by way of a promotional campaign, authenticated data services and data enhancement services, and any lead generation campaigns);
1.20 “Materials” means all content, materials and other information that is provided by Client, its Representatives or otherwise on Client’s behalf in connection with any element of the Package (including, without limitation, its name, profile, any logos, copy and other artwork);
1.21 “Owners” means the owners and/or management of the Venue;
1.22 “Package” means the services, including but not limited to Space and/or Sponsorship, to be provided to Client by Informa in relation to the Event as set out in the Application Form;
1.23 “Regulation” means the General Data Protection Regulation (Regulation (EU) 2016/679);
1.24 “Reportable Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed;
1.25 “Representatives” means the employees, consultants, agents, contractors and other representatives (or any employee, consultant, agent, contractor or other representative thereof) of a party;
1.26 “Space” means (i) the exhibition space in the Venue; and / or (ii) the virtual exhibition space hosted on the Event Site, allocated to the Client by Informa (together with the ancillary services provided to the Client in connection with such virtual or exhibition space) as set out in the Application Form;
1.27 “Sponsorship” means the sponsorship element of the Package as set out in the Application Form;
1.28 “Venue” means the venue at which the Event is physically held; and
1.29 “Webinar or Video Content” means any element of the Package set out in the Application Form comprising any custom-made videos or webinars created to Client or delegate’s order (either related to the Event or otherwise).
2. Application for the Package
2.1 Applications for the Package must be made on the Application Form provided to the Client by Informa. Informa may at its sole discretion choose to accept applications by other means but, in any event, these Conditions shall apply. The application for the Package is irrevocable by the Client.
2.2 Informa reserves the right to reject any Application Form or other application from any potential Client. A binding contract shall only come into effect when written confirmation (whether by email or otherwise) of acceptance is sent by Informa to the Client (whether or not it is received).
2.3 These Conditions are the only terms on which Informa is prepared to deal with the Client and no terms or conditions endorsed upon, delivered with or referred to in any purchase order or similar document delivered or sent by the Client to Informa will form part of this Agreement.
3. Price and Payment
3.1 Unless other payment terms are set forth on the Application Form, the Client shall pay the Fees together with any Taxes within 30 days from the date of Informa’s invoice or full payment shall become due immediately when invoices are raised within 30 days prior to the start date of the Event. Time shall be of the essence in respect of the payment of Fees.
3.2 Without prejudice to any other right or remedy that it may have, if Informa does not receive the Fees in cleared funds by the due date for payment, Informa shall be entitled to: (i) charge interest at the rate of 1.5% per month (or if less the maximum rate permitted by applicable law) accruing on a daily basis until the date of actual payment; and (ii) refuse access for the Client and its Representatives to the Event; and/or refuse to provide any element of the Package; and (iii) terminate this Agreement upon which the provisions of Condition 15.2 shall apply.
3.3 Informa shall have no liability whatsoever if Client pays the Fees (or any proportion thereof) into any bank account other than the bank account specifically designated by Informa to Client for payment. In particular, Informa shall not be responsible for any losses suffered by Client due to third party fraud or misdemeanour, including, without limitation, false change of bank account communications, identity theft and other scams. Payment of the Fees into Informa’s designated bank account only shall satisfy Client’s payment obligations under this Agreement. To the extent that Client receives any communication notifying Client of a change in Informa’s designated bank account, Client is required to verify the authenticity of the same directly with Informa.
Taxes
It is the intent of the parties that Informa will receive the Fees net of all applicable taxes, including, without limitation, sales, VAT, service or withholding taxes (“Taxes”), all of which shall be paid solely by the Client. If and to the extent that any Taxes are levied upon, or found to be applicable to, the whole or any portion of the Fees, the amount of the Fees shall be increased by an amount necessary to compensate for the Taxes (including, without limitation, any amount necessary to “gross up” for Taxes levied on the increase itself).
Client’s General Obligations
5.1 The Client shall comply with all laws or regulations or guidelines of any competent authority (including, without limitation, all laws relating to anti-bribery, anti-corruption and trade sanctions) and any terms and conditions, Manual or reasonable instructions or directions issued by Informa or the Owners (including, without limitation, in relation to health and safety, data privacy or security (including information security) requirements).
5.2 The Client warrants that it has the right, title and authority (including, without limitation, that it has the necessary licences) to enter into the Agreement and perform its obligations under it and that the person signing the Agreement on behalf of the Client has the requisite authority to do so.
5.3 The Client and its Representatives must, at all times, conduct themselves in an orderly manner and must not act in any manner which causes offence, annoyance or inconvenience to other sponsors, exhibitors, the Owner, Informa or any visitors/delegates to the Event. The Client and its Representatives shall comply at all times with Informa’s Code of Conduct, as may be available on Informa’s website from time to time.
5.4 Client is required to be adequately insured in relation to its activities under this Agreement.
5.5 If applicable, the Client is solely responsible for obtaining passports, visas and other necessary documentation for entrance into the country where the Event is held. If the Client cannot attend
the Event due to a failure to obtain such documentation, the Fees shall remain payable in full.
5.6 The Client shall not (and shall procure that its Representatives shall not) do or permit anything to be done that which might adversely affect the reputation or brand of Informa, the Owners or the Event or make any statement that is defamatory, disparaging or derogatory to Informa, the Owners or the Event.
5.7 The Client shall not (and shall procure that its Representatives shall not) cause or permit any damage to the Venue or any part thereof or to any fixtures or fittings which are not the property of the Client or to the Event Site.
5.8 All items brought to the Venue or uploaded to the Event Site by or on behalf of the Client are done so at the Client’s own risk and Informa does not accept them into its charge or control.
5.9 The Client agrees that it may not use the Event to leverage any other event in which the Client is a sponsor or participant.
5.10 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 Site. Although Informa shall take reasonable care in any such publication/display, it shall not be liable for any errors, omissions or misquotations that may occur.
5.11 Client is solely responsible for obtaining any licences, regulatory approvals, customs clearances or other necessary consents required for Client to participate in the Event and display its Materials, including, without limitation, any licences or other necessary consents required for the playing of music or any other audio or visual material by Client.
5.12 All unauthorised photography and the recording or transmitting of audio or visual material, data or information from the Event is expressly prohibited.
5.13 Client acknowledges and agrees that Informa Group and its Representatives shall be permitted to undertake multimedia recording at the Event, which may include, without limitation, recording the Client and its Representatives participating in the Event (the “Content”). Client agrees to make its Representatives aware of such permission for multimedia recording of the Content in advance of the Event. Client acknowledges and agrees (and shall procure that its Representatives acknowledge and agree) that Informa Group is the exclusive owner of all rights in the Content and hereby waives any and all: (a) rights in and to such Content, and (b) claims that Client or its Representatives may have relating to or arising from the Content or its use. Without limitation, Informa Group shall be permitted to use the Content anywhere in the world for promotional and all other purposes, without any payment or compensation.
5.14 Client acknowledges and agrees that the terms of this Agreement (including, without limitation, the amount of the Fees) and the provisions of the Manual shall constitute confidential information of Informa, and Client undertakes that it shall not at any time disclose the same to any third party.
Specific Terms Relating to SpaceThis Condition 6 shall only apply where Space is included in the Client’s Package
6.1 Informa reserves the right to make alterations in the floor plan of the Event, the layout of the Event Site or in the specification for the Client's Space in its sole discretion and at any time, which it considers to be in the best interest of the Event including (without limitation) altering the size, shape or position of the Space. If the Space is materially reduced, the Client will receive a pro rata refund of the Fees payable in respect of the Space.
6.2 Informa permits the Client, subject to the terms of the Agreement, to use the Space for the purpose of displaying goods and exhibits at the Event. Such use shall not constitute a tenancy or lease of the Space and the Client acknowledges that it shall have no other rights to or interest in the Space.
6.3 The Client shall not permit the display of any materials or information that do not exclusively relate to the Client’s commercial activities. Informa reserves the right to remove from the Exhibition Stand, the Space or the Venue, at the risk and expense of the Client, any exhibit or other item which Informa considers in its reasonable opinion (i) to be in contravention with applicable laws, regulations or the policies or procedures of Informa or of the Owners, (ii) infringes the Intellectual Property Rights of a third party, (iii) is likely to cause offence or annoyance or (iv) is otherwise inappropriate or which does not comply with these Conditions.
6.4 Where agreed by both parties and as specified on the Application Form, Informa or Client will be responsible for setting up the Space for the Client, including where applicable, an Exhibition Stand. The Client is solely responsible for all aspects of dressing and branding the Space including, without limitation, any Exhibition Stand (where applicable).
6.5 Client shall be liable to Informa or any third parties (as the case may be) for any claims relating to the set up of the Space including, without limitation, construction of the Exhibition Stand (where applicable) or any breach of Condition 5.1.
6.6 The Client may not sublet the Space (in whole or in part) to sub-exhibitors without the express prior written consent of Informa. The Client shall provide a written request to Informa with full particulars of Client’s proposed sub-exhibitors, including their names and business contact details, and Informa shall provide Client with written confirmation of its consent (if granted) within fourteen (14) days of receipt of Client’s request. The parties acknowledge and agree that, if and to the extent that the Client is permitted to sublet the Space to sub-exhibitors under this Condition , the Client shall remain responsible for the Space and shall be liable for any breach of the terms of the Agreement by any party to whom the Space is sublet and, in accordance with Condition 6.8, Informa reserves the right to charge the Client additional Fees as a condition to granting any such consent. In respect of any personal data relating to authorised sub-exhibitors under this Condition , Informa undertakes to collect, use and protect personal data in accordance with its privacy policy and comply with its obligations as a data controller under Data Protection Law pursuant to Condition 18.2. Client shall procure that its authorised sub-exhibitors comply with the obligations to which Client and its Representatives are bound under Conditions, 5, 6, 7 ,8 and 10 (as applicable).
6.7 If the Client is in breach of the Agreement or is otherwise engaged in any activity that might jeopardise the safety (including without limitation the data security and information security) of the Event, exhibitors and visitors, Informa reserves the right to suspend or block (temporarily or permanently) access to the Space and remove or block the Client’s Representatives from the Event without liability to the Client.
6.8 If the Client wishes to share the Space with any entity that is not a company within the Client’s group of companies, it must obtain the prior written consent of Informa. Informa reserves the right to charge the Client additional Fees as a condition to granting any such consent.
The following Conditions 6.9 to 6.13 (inclusive) shall not apply to virtual exhibition Space
6.9 The Client is only permitted to conduct business from its allotted Space or otherwise as permitted under the terms of the Package and shall not canvass, promote, advertise or solicit for business in any other area of the Venue without the prior consent of Informa.
6.10 The Client shall at all times ensure that the Exhibition Stand is staffed by competent personnel and is clean, tidy and well presented during Event opening times failing which Informa reserves the right without liability to arrange for this to be done at the Client’s expense.
6.11 The Client undertakes to occupy the Space in time for the opening of the Event and not to close the Exhibition Stand prior to the end of the Event. In the event that the Client fails to comply with this Condition, Informa shall be entitled to terminate the Agreement and the provisions of Condition 15.2 shall apply.
6.12 From time to time, Informa, the Owner and each of their Representatives may enter the Venue at any time to carry out works, repairs or alterations or for any other purposes which they deem necessary (“Works”). To the fullest extent permitted by law, Informa, the Owner and each of their Representatives shall not be liable for any damage, loss or inconvenience, howsoever arising, and suffered by the Client and/or its Representatives by reason of any act or omission relating to the Works.
6.13 Client is required to be adequately insured to have an Exhibition Stand. Unless local regulations require a higher minimum insured value as set out in the Application Form, the Client shall take out and maintain at all times both public liability and employee liability insurance against personal injury, death and damage to or loss of property, as those terms are defined by commercial general liability insurance policies, with limits of not less than £2,000,000 (or the local currency equivalent) per occurrence or per claim. Informa shall be entitled to inspect the Client’s insurance policy on request.
7. Specific Terms Relating to Client’s Materials
7.1 The Client shall provide Informa with all Materials which Informa requires to perform its obligations under this Agreement within the deadlines specified by Informa and the Client shall comply with Informa’s reasonable requirements and directions in relation to the Materials. If the Client fails to provide the Materials by the deadline and to the specifications required by Informa, Informa reserves the right to refuse to incorporate, print, publish, display or otherwise use the Materials and shall not be required to refund any Fees which shall remain payable in full.
7.2 The Client warrants that the Materials (i) are accurate and complete; (ii) are not in any way defamatory, libellous, obscene, menacing, threatening, offensive, abusive or fraudulent; (iii) are not in any way illegal and that they do not contravene any applicable law or incite or encourage the contravention of any law; (iv) if provided in digital form, are 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 Informa system, publication, website, platform, media or other property and/or on any users of any of the foregoing; and (v) together with all Intellectual Property Rights therein, are owned or duly licensed by Client and they do not infringe the Intellectual Property Rights of any third party.
7.3 While Informa will take reasonable care in relation to the production of material and information incorporating the Materials, Informa shall not in any event be responsible to the Client for any omissions, misquotations or other errors which may occur except where such losses arise as a result of Informa’s gross negligence or wilfulmisconduct.
7.4 All Materials are subject to approval and acceptance by Informa. Informa reserves the right in its absolute discretion to reject any Materials at any time after receipt.
7.5 For the purposes of Sponsorship, Informa will use its reasonable endeavours to provide the Sponsorship in the size, position and manner as specified in the Application Form. However, Informa shall not be liable to the Client where reasonable modifications or changes to the Sponsorship (including, without limitation, to the size, position, section or issue of or date of publication) are made by Informa.
7.6 The Client hereby grants to Informa a non-exclusive, worldwide, royalty free licence to use the Materials in connection with the Event and in accordance with the Agreement. The Client also acknowledges that in view of the time and cost required in preparing any publications or other media, in circumstances where the Agreement is terminated, Informa may at its discretion continue to use the name, logo or any other Materials or information provided by the Client after termination of the Agreement, where the time and cost does not allow Informa to remove, delete or cover over such name, logo or other material or information.
7.7 If the Client and / or any of its Representatives is in breach of the Agreement Informa reserves the right to refuse to use any Materials in relation to the Event or the Sponsorship or may remove or delete such Materials without liability to the Client.
8. Specific Terms relating to visitor or delegate passes for physical events
8.1 Where visitor passes and/or delegate passes are issued as part of the Package, they are issued subject to Informa’s terms and conditions applicable to visitors and/or delegates in force from time to time. OnlyofficialvisitoranddelegatepassesissuedbyInformashallbevalidforentrytotheEvent.
8.2 The Client will be supplied with passes for its Representatives that are working at the Event and such passes must be produced on request at the Event. Informa may refuse entry to any person without a valid pass. Passes are only valid in the name of the person to whom they areissued.
8.3 Informa may (at its sole discretion) refuse admission to, or eject from the Event, any Client Representative who fails to comply with these terms and conditions or who in the opinion of Informa represents a security risk, nuisance or annoyance to the running of the Event. Client shall procure that its Representatives comply with all reasonable instructions issued by Informa or the Owners at the Event.
9. Specific Terms relating to Advertising services, Marketing services, Webinar or Video Content, and/or Lead Insights
If and to the extent that the Package includes any Advertising services, Marketing services, Webinar or Video Content, and/or Lead Insights the parties agree that the Informa Connect Digital Product(s) Terms and Conditions available at https://informaconnect.com/digital-product-terms-and- conditions/ and incorporated herein by reference shall solely govern the provision of those Advertising services, Marketing services, Webinar or Video Content services, and/or Lead Insights to the exclusion of all other terms set out herein. For the avoidance of doubt, these Conditions shall continue to apply to any parts of the Package that do not constitute Advertising services, Marketing services, Webinar or Video Content and/or Lead Insights.
10. Access to and Use of the Event SiteThis Condition 10 shall apply only where the whole or any part of the Event is provided in a virtual format, which includes where an Event Site is used. If Client has access to Streamly included in the Package as set out in the Application Form, then the terms of this Condition 10 apply to Client’s and Client’s Representatives’ use of Streamly.
10.1 Client undertakes to (i) be responsible for any technical requirements to enable Client and its Representatives to use the Event Site, and (ii) participate in the Event via the Event Site for the duration of the Event.
10.2 If applicable, the Client will be supplied with exhibitor accounts for its Representatives that are working on the Space hosted on the Event Site. Such accounts are only valid in the name of the Representative to whom they are issued. The Client may not permit access to the Space hosted on the Event Site to any third parties without the express prior written consent of Informa. The Client shall provide a written request to Informa with full particulars of Client’s proposed virtual sub- exhibitors, including their names and business contact details, and Informa shall provide Client with written confirmation of its consent (if granted) within fourteen (14) days of receipt of Client’s request and shall promptly thereafter issue delegate accounts for authorised virtual sub-exhibitors to Client. Such virtual sub-exhibitor accounts are only valid in the name of the person to whom they are issued. The parties acknowledge and agree that, if and to the extent that the Client is permitted to permit access to the Space hosted on the Event Site to any virtual sub-exhibitors under this Condition , the Client shall remain responsible for such virtual sub-exhibitors’ use of the Event Site and shall be liable for any breach of the terms of the Agreement by any such third party. Informa hereby reserves the right to charge the Client additional Fees as a condition to granting any such consent. In respect of any personal data relating to authorised virtual sub-exhibitors under this Condition , Informa undertakes to collect, use and protect personal data in accordance with its privacy policy and comply with its obligations as a data controller under Data Protection Law pursuant to Condition 18.2. Client shall procure that its authorised virtual sub-exhibitors comply with the obligations to which Client and its Representatives are bound under Conditions 5, 6, 7, 8, and10 (as applicable).
10.3 Where delegate accounts are issued as part of the Package, access to the Event Site is only available to employees of Client, are only valid in the name of the person to whom they are issued and access to a delegate account may not be shared internally or externally. Such accounts are issued subject to Informa’s separate terms and conditions applicable to delegates in force from time to time.
10.4 Client is solely responsible for the security of any passwords issued by Informa for accessing the Event Site. Informa may cancel or suspend such passwords in the event of a breach of this Agreement.
10.5 Client shall (and shall procure that its Representatives) comply with all laws and regulations applicable to its access to and use of the Event Site including the terms of this Agreement and the Informa terms and conditions of website usage (https://informaconnect.com/terms-of-use/). Informa may monitor Client's use of the Event Site to ensure such compliance.
10.6 Informa cannot guarantee that the Event Site will operate continuously, securely, without errors or interruptions, or is free of viruses or harmful components, and Informa does not accept any liability on account of unavailability, interruptions, errors or viruses or harmful components. Client shall not (and shall procure that its Representatives shall not) attempt to interfere with the proper working of the Event Site and, in particular, shall not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other internet connected device. Client shall be responsible for making all arrangements necessary for Client and its Representatives to have access to the Event Site.
10.7 Informa does not endorse or accept any responsibility for the content, or the use of, any goods or services that may be identified or described on the Event Site and Informa shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of, or reliance on, any content, goods or services available on or through the Event Site or any website or other resource referenced therein.
10.8 Client and its Representatives, when using any networking system or any community platform made available on the Event Site, which includes in particular the ability for users of Streamly to create and upload user generated content which includes any multimedia recording(s) or videos, posts, messages, or other materials, information or data that Client and its Representatives supply or upload to the Event Site (“UGC”), shall be bound by the following behavioural conditions: (i) where the Event Site is Streamly you agree that any information you enter is true and accurate to the best of your knowledge and will be considered non-confidential and non-proprietary and Client hereby waives (and shall procure that its Representatives waive) any moral rights in any UGC to the extent permitted by applicable law; (ii) you agree to respect other users of the services and shall refrain from contacting other users with untargeted announcements or requests; (iii) you shall not send messages, comment, upload or link to any material that is reasonably considered defamatory, offensive, harassing, misleading or unlawful content; and (iv) you shall not upload or link to content which violates a third party’s Intellectual Property Rights or privacy rights. By providing UGC to the Event Site, Client hereby grants (and shall procure that its Representatives grant) to Informa and to each user of the Event Site a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to use that UGC for the purpose of operating, promoting, and improving the Event Site. The licences granted herein shall continue until the UGC is removed from the Event Site. Informa may use automated systems or filters that analyse the UGC where the Event Site is Streamly to help detect infringement and abuse, such as spam, malware, and illegal content. Informa reserves the right to monitor and track visits to the Event Site. If Informa reasonably believes that any UGC (i) is in breach of these Conditions or (ii) may cause harm to Informa, our users, or third parties, Informa reserves the right to remove or take down some or all of such UGC but Informa does not have any obligation to do so. Where the Event Site is Streamly Informa may operate a notice and takedown system whereby users of the Event Site may report UGC or other content and request its removal from the Event Site. For the avoidance of doubt, where the Event Site is “partneringONE” and/or “partneringONEplus” (a business-to-business platform product that acts as a community through which users can network and contact each other to find potential business prospects) because the Event is within the life sciences vertical and organised by the EBD Group of Informa, any user generated content that Client and its Representatives supply or upload to “partneringONE” and/or “partneringONEplus” shall be considered proprietary to Client and its Representatives but non- confidential, save that Informa undertakes not to disclose such user generated content outside of the “partneringONE” and/or “partneringONEplus” platforms.
10.9 Client consents to Informa and the Informa Group using personal information of Client and its Representatives submitted to the Event Site within the Event Site and in ways necessary for the functioning of the Event (and warrants that it has in place the appropriate consents for its Representatives).
10.10 Client acknowledges and agrees that use of the Event Site shall be further subject to any website terms of use and/or fair or acceptable use policies indicated on the Event Site, including https://informaconnect.com/terms-of-use/ and any terms of use on www.Streamly.video from time to time.
10.11Informa does not guarantee or warrant that any content available for downloading from the Event Site 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.
10.12Client must not:
(a) infringe Informa’s Intellectual Property Rights or those of any third party in relation to its
use of the Event Site;
(b) knowingly transmit, send or upload any data that contains viruses, Trojan horses, worms
or any other harmful programs or similar computer code;
(c) use the Event Site in a way that could damage, disable, overburden, impair or compromise
Informa’s systems or security or interfere with other users; or
(d) interfere with, manipulate, damage or disrupt the Event Site.
10.13 Informa reserves the right at any time, and without notice to Client, to:
(a) make changes or corrections and to alter, suspend or discontinue any aspect of the Event
Site;
(b) vary the technical specification of the Event Site;
(c) temporarily suspend Client’s and its Representatives’ and third parties’ access to the Event
Site for the purposes of maintenance or upgrade; and
(d) withdraw from the Event Site any of the Materials (or any part thereof).
10.14Informa reserves the right to remove any messages, content or hyperlinks which it believes, in its sole discretion, breaches these terms and conditions and to temporarily or permanently block users who persistently breach these conditions. Informa shall not accept responsibility for the accuracy or reliability of the information submitted by other users and Informa shall not be held liable for any message or content sent or posted by a user of any Informa services.
10.15Informa is under no obligation to oversee, monitor or moderate any interactive service which may be provided on the Event Site and, without limitation, Informa expressly excludes all liability for any loss, injury or damage whatsoever arising from the use by Client and its Representatives of any interactive service, whether the service is moderated or not.
11. Limitation of Rights Granted
11.1 The Client’s rights in relation to the Event are strictly limited to those set out in the Package. The Client is not permitted to: (i) establish a website specifically relating to the Event; or (ii) other than in accordance with Condition 11.2, otherwise promote or advertise its association with the Event or Informa or undertake any promotional activity in connection with the Event or Informa in any way otherwise than as set out in the Package or with the prior written consent of Informa.
11.2 Nothing in Condition 11.1 shall prevent the Client from advertising in a proportionate manner on its own website the fact of its attendance and participation in the Event. This includes providing a web link to the Event’s website together with any Event logo. Informa may request for any reason at any time that the Client removes any such promotional material from its website and the Client shall be required to comply with any such request promptly. Except as expressly permitted herein, nothing in the Agreement shall be construed as granting to the Client any right, permission or licence to: (i) use or exploit Informa’s or any member of the Informa Group’s Intellectual Property Rights; or (ii) otherwise exploit any connection with Informa or any event run by Informa in any way.
12. Changes to the Event
Informa reserves the right at any time and for any reason to make changes to the format, content, venue and timings of the Event (including, without limitation, any installation and dismantling periods or conversion of part or the whole of a physical in-person event to a virtual event, and vice versa) without liability. If any such changes are made, this Agreement shall continue to be binding on both parties, provided that the Package may be amended as Informa considers necessary to take account of the changes. Informa will notify the Client of any such amendments to the Package as soon as reasonably practicable.
13. Change of Date or Cancellation of the Event
13.1 Without prejudice to Condition 19.1, Informa 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 which Informa considers makes it illegal, impossible, inadvisable or impracticable for the Event to be held), in which case Conditions 13.2 and 13.3 (as applicable) shall apply.
13.2 Where the date(s) of the Event are changed to new date(s) that are within twelve (12) calendar months; or, where the Event is part of an annual series, the rescheduled Event replaces the series edition in the following Calendar Year, this Agreement will 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) (or the Event in the following Calendar Year as the case may be) in the same way that they would have applied to the original Event. For the avoidance of doubt, nothing in this Condition 13.2 shall excuse the Client from payment of the Fees under the Agreement in accordance with the payment schedule set out in the Application Form.
13.3 Where the Event is cancelled and is not rescheduled in accordance with Condition 13.2 above the terms of this Condition 13.3 shall apply:
(a) if the Event is cancelled other than as a result of a Force Majeure Event (in which case the provisions of Condition 13.3(b) below apply), this Agreement will terminate without liability provided that, at Client’s election, any proportion of the Fees already paid will be refunded or a credit note for the amount of the Fees already paid will be issued and the Client will be released from paying any further proportion of the Fees;
(b) if the Event is cancelled as a result of a Force Majeure Event, this Agreement will terminate without liability provided that, at Client’s election:
(i) Informa shall issue a credit note for 100% of the amount of Fees already paid and Client will be released from paying any further proportion of the Fees (such credit note may be applied against costs or fees relating to any alternative event, products or services provided by the Informa Group’s Informa Connect division); or
(ii) Informa shall be entitled to retain an amount equal to 25% of the total Fees (the “Revised Fees”) from any proportion of the Fees already paid or, where no Fees have been paid or where the proportion of the Fees already paid is less than the Revised Fees, Informa shall be entitled to submit an invoice in respect of the balance (or the whole as the case may be) of the Revised Fees, which will become immediately due and payable; and after the deduction of the Revised Fees any proportion of the Fees already paid will be refunded and Client will be released from paying any further proportion of the Fees.
13.4 To the fullest extent permitted by law, Informa shall not be liable to the Client for any loss, delay, damage or other liability incurred resulting from or arising in connection with the changing of the date of the Event or the cancellation of the Event, howsoever arising. The Client acknowledges that provisions of this Condition 3 set out the Client’s sole remedy in the event of the changing of the date of the Event or the cancellation of the Event by Informa and all other liability of Informa is hereby expressly excluded.
14. Cancellation by Client
14.1 The application for the Package is irrevocable by Client and, save as expressly stated in the Application Form, Client has no rights to cancel this Agreement. Save as expressly set out in this Agreement or in the Application Form, no refunds shall be given and the Fees shall remain due and payable in full.
14.2 To the extent that the Application Form expressly permits cancellation by Client, Client may cancel the Package on written notice to Informa, except where Informa has the right to terminate this Agreement under Condition 15.1. Upon any such cancellation by Client, Client shall pay Informa such cancellation fees as are stated in the Application Form. For the purpose of determining any such cancellation fees, if the Event is rescheduled as a result of a Force Majeure Event the relevant dates shall be fixed by reference to the originally scheduled opening date of the Event and not the new opening date of any Event rescheduled pursuant to Condition 13.2.
15. Termination
15.1 Either party may terminate the Agreement at any time by written notice to the other if that other party: (i) has committed a material breach of any of its obligations under the Agreement and has not remedied such breach (if the same is capable of remedy) within 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 Event); or (ii) goes into liquidation whether compulsory or voluntary or is declared insolvent or if an administrator or receiver is appointed over the whole or any part of the Client’s assets or if the Client enters into any arrangement for the benefit of or compounds with its creditors generally or ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction.
15.2 Without prejudice to any other right or remedy it may have, in the event that Informa terminates the Agreement under the provisions of Conditions 3.2, 6.11 or 15.1 Informa shall not be required to refund any Fees received from the Client and Informa shall be entitled to submit an invoice in respect of the balance (or the whole as the case may be) of the Fees which will become immediately due and payable. Informa shall not be liable to the Client for any loss or damage of any kind resulting from termination of the Agreement and shall have no further obligations under the Agreement or otherwise to the Client.
15.3 Informa may terminate the Agreement without liability immediately at any time by written notice to the Client if Informa determines in its absolute discretion that the provision of the Package to the Client is not in the best interests of the Event or Informa’s legitimate commercial interests. In the event that Informa terminates the Agreement pursuant to this Condition 15.3 any proportion of the Fees already paid will be refunded and the Client will be released from paying any further proportion of the Fees. The Client acknowledges that the refund of Fees paid is its sole remedy in the event of termination by Informa under this Condition 15.3 and all other liability of Informa is hereby expressly excluded.
15.4 Upon the giving of notice of termination, without prejudice to any other right or remedy it may have, Informa may prevent all access to the Space, remove any Sponsorship, and, if necessary, remove all Client property (including all Materials) from the Space at the Client's risk and expense and Informa shall be free to re-licence the Space and/or resell the Sponsorship elements of the Package.
15.5 Conditions 7.6 and 9 to 20(inclusive) shall survive termination of the Agreement.
16. Liability and Indemnity
16.1 Informa does not make any warranty as to the Event in general and in particular in relation to: (i) the presence or absence or location of any other sponsor/exhibitor or potential sponsor/exhibitor; or (ii) the benefit or outcome (commercial or otherwise) that the Client may achieve as a result of exhibiting at or sponsoring the Event. Except as set out in these Conditions, to the fullest extent permitted by law, Informa excludes all conditions, terms, representations and warranties relating to the Event and the Package, whether imposed by statute or by the operation of law or otherwise, that are not expressly stated herein.
16.2 Informa Group shall not be liable to the Client for any loss or damage suffered or incurred by the Client in connection with the provision of (or failure wholly or partly of) any services or goods provided by third parties in connection with the Event or the Package, including, without limitation, in relation to the provision of utilities, freight shipment, the transport and delivery of sponsorship and or exhibition materials to the Venue, work undertaken by third party contractors (whether or not Informa sub-contractors) and services provided by the Venue owners. The Client acknowledges that services provided by Informa official or recommended contractors to the Client are the subject of a separate agreement between the Client and the contractor. Although Informa shall use reasonable care in selecting official or recommended contractors, Informa shall not be liable for any loss or damage suffered or incurred by the Client in connection with the provision of services to the Client by such contractors.
16.3 Subject to Condition 16.6: (i) Informa Group shall not be liable to Client for any indirect, consequential, special, incidental or punitive loss or damage, loss of profits, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data or any other type of economic loss or damage; (ii) Informa Group shall have no responsibility or liability for any loss (or theft) of or damage to the person, property and effects of the Client or its Representatives; and (iii) Informa Group’s maximum aggregate liability to the Client under the Agreement or otherwise in connection with the Event and/or the Package shall be limited to the total amount of the Fees.
16.4 The Client shall indemnify Informa Group and keep Informa Group fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any act or omission of the Client, its Representatives or its invitees.
16.5 The Client shall indemnify Informa Group and keep Informa Group fully and effectively indemnified against all losses, claims, damages and expenses (including, without limitation, reasonable legal fees) incurred by Informa Group as a result of a third party claim that either: (i) the display of any products, documents or other materials exhibited by the Client at the Event; or (ii) Informa’s receipt or use of the Materials constitutes an infringement of the Intellectual Property Rights of any third party or is in breach of any applicable law.
16.6 Nothing in these Conditions shall exclude or limit liability which cannot be excluded by the applicable
law.
17. Confidential Information
For the purposes of this Condition 7 “Confidential Information” means information disclosed by a party (the “Disclosing Party”) to another (the “Receiving Party”) relating to the Disclosing Party’s business, products, affairs and finances, clients, customers and trade secrets including, without limitation, customer lists, billing practices, contractual arrangements, technical data and know-how. For the avoidance of doubt, the fact of the Client’s participation in the Event shall not be deemed to be Confidential Information. The Receiving Party shall not (except in the proper performance of its obligations under the Agreement) during the continuance of the Agreement or at any time thereafter use or disclose to any person, firm or company (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information of the Disclosing Party. This restriction does not apply to: (i) any information in the public domain other than in breach of the Agreement; (ii) information already in the lawful possession of the Receiving Party before its receipt from the Disclosing Party; (iii) information obtained from a third party who is free to divulge the same; (iv) disclosure of information which is required by law or other competent authorities; and (v) information developed or created by one party independently of the others.
18. Data Protection
18.1 For the purposes of this Condition 8, the terms personal data, controller, processor, processing, data subject and supervisory authority shall have the meanings ascribed to them under the Regulation.
18.2 For the purposes of this Agreement and either party’s processing of personal data in connection with this Agreement, the parties agree that each party acts as a data controller. Each party shall (i) only process personal data in compliance with, and shall not cause itself 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 Agreement, 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 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 Agreement, it shall 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. Informa collects, uses and protects personal data in accordance with its privacy policy, which can be found here: https://www.informa.com/privacy-policy/.
18.3 Without prejudice to the generality of Condition 18.2, Client acknowledges and agrees that if it receives any list containing personal data from Informa 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 and, if applicable, as has been otherwise agreed with Informa in writing; (iii) securely delete or put beyond use all or any part of the Data List upon Informa’s reasonable request or by such time as is required by Data Protection Law, whichever is earlier; and (iv) provide Informa with reasonable details of any enquiry, complaint, notice 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 Informa in respect of Client’s response to the same. Client acknowledges and agrees that Informa shall only be obliged to provide Client with all or part of any Data List to the extent that it is legally permitted to do so and Informa shall not be liable to Client if the volume of personal data provided to Client is less than anticipated as a result of Informa’s compliance with Data Protection Law.
19. General
19.1 Without prejudice to Condition 3, if, by reason of any Force Majeure Event Informa is delayed in or prevented from performing any of its obligations under the Agreement, then such delay or non- performance shall not be deemed to be a breach of the Agreement and no loss or damage shall be claimed by the Client by reason thereof. For the avoidance of doubt, nothing in this Condition 19.1 shall excuse the Client from the payment of the Fees under the Agreement.
19.2 Each party shall comply with the applicable requirements regarding unfair competition and shall adhere to the highest standards of ethics on a global basis and shall refrain from corrupt business practices and shall prohibit, directly and indirectly, public or private bribery, kickbacks or any other activity that would give rise to a conflict of interest that could adversely influence the judgment, objectivity or loyalty to the business activities and assignments under this Agreement.
19.3 Nothing in the Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
19.4 If and to the extent that there is any conflict between these Conditions and the Application Form, the terms of the Application Form shall prevail.
19.5 Each party acknowledges that the Agreement constitutes the entire agreement between the parties in relation to the Event and that it does not rely upon any oral or written representation made to it by the other. No variation of the Agreement shall be effective unless made in writing signed by or on behalf of each of the parties to theAgreement.
19.6 No rights under the Agreement may be assigned by the Client without the prior written consent of Informa. The Client may not sub-contract or delegate in any manner any of its obligations under the Agreement to any third party or agent without the prior written consent of Informa.
19.7 A person who is not a party to the Agreement shall have no rights under or in connection with it.
19.8 No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same.
19.9 If any provision of the Agreement (or any part of any provision) is found by a court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement and the validity and enforceability of the other provisions of the Agreement shall not be affected.
20. Governing Law and Jurisdiction
The Agreement is governed by the laws of the State of New York, exclusive of the choice of law rules of any jurisdiction, and the Client submits to the exclusive jurisdiction of the federal and state courts located in the State of New York having subject matter jurisdiction. Nothing in this Condition 20 shall prevent or restrict Informa from pursuing any action against the Client in any court of competent jurisdiction. Both parties agree to waive any rights to trial by jury.
HOSTED BUYER TERMS AND CONDITIONS
 Tarsus Connect, LLC, through itself and its subsidiaries (“Informa”), operates various conferences and events in the meetings, travel and tourism space (collectively, “Connect Conferences”). Informa desires to select various hosted buyers to participate in its Connect Conferences, and you desire to serve as a hosted buyer for Informa at its Connect Conferences. You have submitted an online application (“Hosted Buyer Application”) to Informa to serve as a hosted buyer at the Connect Conference specified in the Hosted Buyer Application at the location and for the duration specified therein (the “Hosted Buyer Connect Conference”). Based on the information you have provided to Informa in the Hosted Buyer Application, you have been selected by Informa to serve, and you hereby agree to serve as, a hosted buyer for Informa at the Hosted Buyer Connect Conference on the terms and conditions of these Hosted Buyer Terms and Conditions (this “Agreement”).
1. Selection.
a. Informa hereby selects you to serve as a hosted buyer for Informa at the Hosted Buyer Connect Conference, and you hereby accept such selection. This selection is not exclusive and, as such, Informa may receive substantially similar and other services from other hosted buyers.
b. Informa’s selection of you does not constitute an endorsement by Informa of you or your organization. Nothing in this Agreement will be construed to imply that Informa authorizes, supports, endorses or sponsors any product or service of yours or your organization, and you will make no statement or communication to the contrary.
c. Informa may, and you hereby authorize Informa to, identify you as a hosted buyer on its websites, social media channels and print marketing/informational materials. You specifically authorize Informa to use your name, photograph, likeness, voice and biographical information in any media now known or hereafter developed (including film, video and digital or other electronic media), without compensation.
2. Hosted Buyer Commitments. As a hosted buyer for Informa at the Hosted Buyer Connect Conference, you will:
a. pay Informa a deposit equal to Two Hundred Dollars ($200) (the “Deposit”);
b. attend the full program of the Hosted Buyer Connect Conference for the duration thereof;
c. make, through Informa’s web portal for the Hosted Buyer Connect Conference, no less than forty (40) meeting appointments with your choice of convention and visitors bureaus, hotels, resorts and/or service providers (such scheduled meetings, the “Hosted Buyer Meetings”);
d. attend in-person the Hosted Buyer Connect Conference, and faithfully and diligently devote your business time, attention and energy to the Hosted Buyer Meetings confirmed by Informa for the duration thereof;
e. provide detailed, written feedback to Informa on the duration and quality of, and suggested improvements to, the Hosted Buyer Connect Conference and the Hosted Buyer Meetings; and
f. be subject to, and will fully comply with, the Delegate Terms and Conditions and Event Code of Conduct applicable to and in effect for the Hosted Buyer Connect Conference.
The commitments described in clauses (a) through (f), inclusive, are referred to herein collectively as the “Hosted Buyer Commitments”.
3. Hosted Buyer Benefits.
a. In consideration of your performance of the Hosted Buyer Commitments, Informa will book and pay for the following (subject to a maximum of $1,500): (i) round-trip, economy-class flight within the United States to and from the Hosted Buyer Connect Conference; (ii) hotel accommodations (room only) for the duration of the Hosted Buyer Connect Conference; and (iii) registration for your attendance at the Hosted Buyer Connect Conference. Informa will make flight reservations in consultation with you and, once such reservations are made, any changes thereto (including costs associated therewith) are your sole responsibility. The costs and expenses described in clauses (i) through (iii), inclusive, are referred to herein collectively as the “Hosted Buyer Expenses”.
b. You are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any tax authority with respect to the Hosted Buyer Expenses. Informa will, as applicable, report payment of the Hosted Buyer Expenses by filing Form 1099-MISC with the Internal Revenue Service as required by law.
c. Within 30 days after the conclusion of the Hosted Buyer Connect Conference, Informa will confirm and verify whether you have successfully performed the Hosted Buyer Commitments.
i. If Informa determines that you have successfully performed the Hosted Buyer Commitments, Informa will return the Deposit to you through its preferred payment method.
ii. If Informa determines that you have not successfully performed the Hosted Buyer Commitments:
1. the Deposit is deemed forfeited and Informa will retain the Deposit for its own account without further obligation or liability to you; and
2. you will immediately reimburse Informa for the Hosted Buyer Expenses.
d. Notwithstanding anything herein to the contrary and for the avoidance of doubt, you are solely responsible for the following: (i) your meals; (ii) your personal expenses at the hotel, including extras such as breakfast, room service, telephone, laundry, mini-bar and Wi-fi; (iii) hotel-upgrades, including early check-ins and late check-outs; (iv) ground transportation to and from the airport and hotel; (v) if applicable, visa/visa waiver application fees; (vi) travel insurance; and (vii) all other costs and expenses associated with your attendance at the Hosted Buyer Connect Conference.
4. Representations and Warranties. You represent and warrant that:
a. all information set forth in your Hosted Buyer Application, which was the basis upon which you were selected by Informa as a hosted buyer for the Hosted Buyer Connect Conference, is true, correct and complete in all respects;
b. you have sufficient knowledge, education, experience, expertise, capacity and ability to diligently participate at your Hosted Buyer Meetings;
c. in your organization, you are responsible for buying, evaluating and/or advising on the purchase of products and services that are the subject of your Hosted Buyer Meetings; and
d. you have never been convicted of or pled guilty, including a plea of nolo contendere, to a crime except for minor traffic offenses.
You will immediately notify Informa in writing if any representation or warranty above is no longer true and correct in any respect, specifically including if any information set forth in your Hosted Buyer Application is no longer true and correct following submission thereof to Informa.
INFORMA HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE QUALITY, SUITABILITY, BENEFIT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OF THE HOSTED BUYER CONNECT CONFERENCE AND/OR THE HOSTED BUYER MEETINGS.
5. Compliance with Laws, Regulations and Professional Guidelines. You will comply with, and will perform the Hosted Buyer Commitments in compliance with, all applicable laws, regulations and professional guidelines. You will comply with all policies of your employer and any society or association governing your profession that apply to your relationship with Informa, including any policies requiring you to disclose your relationship hereunder with Informa.
6. Independent Contractor Status. You are an independent contractor and not an employee of Informa with respect to the Hosted Buyer Commitments. As an independent contractor, you are not entitled to any pension, profit sharing, health or other benefits, if any, that are or may be available to Informa’s employees. You have no authority to, and will not represent to any party that you have authority to, bind Informa to any contract, agreement or arrangement.
7. Term and Termination; Survival.
a. Unless terminated earlier as provided herein, this Agreement automatically expires one (1) year from the conclusion of the Hosted Buyer Connect Conference.
b. Informa may terminate this Agreement for any reason or no reason upon thirty (30) days’ notice. If Informa terminates this Agreement pursuant to this Section 7(b), Informa will return the Deposit to you.
c. Informa may immediately terminate this Agreement upon notice if you (i) breach or attempt to breach this Agreement or commit an act which could reasonably be considered (1) to be immoral, unethical, deceptive, scandalous, harmful, hateful or obscene or (2) to injure, tarnish, damage or otherwise affect the reputation and goodwill of Informa, its affiliates and/or their products and services (specifically including the Connect Conferences). If Informa terminates this Agreement pursuant to this Section 7(c), (A) the Deposit is deemed forfeited and Informa will retain the Deposit for its own account without further obligation or liability to you and (B) you will immediately reimburse Informa for the Hosted Buyer Expenses.
d. You may only terminate this Agreement upon prompt written notice to Informa if:
i. after your acceptance of this Agreement, you become subject to a professional conflict that materially interferes or impedes with your ability to serve as a hosted buyer for Informa at the Hosted Buyer Connect Conference and provide credible, documentary evidence of the same to Informa. If you terminate this Agreement pursuant to this Section 7(d)(i), (A) the Deposit is deemed forfeited and Informa will retain the Deposit for its own account without further obligation or liability to you and (B) you will immediately reimburse Informa for the Hosted Buyer Expenses. If, however, you identify in a timely fashion a suitable replacement, hosted buyer who (x) agrees to serve as a hosted buyer for Informa at the Hosted Buyer Connect Conference and (y) is approved by Informa to serve as a hosted buyer at the Hosted Buyer Connect Conference, Informa will return the Deposit to you.
ii. after your acceptance of this Agreement, you or an immediate family member suffers a disabling illness or injury or death that materially interferes or impedes with your ability to serve as a hosted buyer for Informa at the Hosted Buyer Connect Conference and provide credible, documentary evidence of the same to Informa. If you terminate this Agreement pursuant to this Section 7(d)(ii), (A) Informa will return the Deposit to you and (B) you will not be responsible for reimbursing Informa for the Hosted Buyer Expenses.
e. Expiration or early termination of this Agreement will not affect the accrued rights or liabilities of the parties arising out of this Agreement as of the date of expiration or early termination.
f. The provisions of Section 7 (Term and Termination; Survival), Section 8 (Waiver, Release and Indemnification), Section 9 (Limitation of Liability), Section 10 (Data Privacy), Section 12 (Informa Marks), Section 13 (Equitable Remedies and Enforcement) and Section 14 (Miscellaneous) survive the expiration or early termination of this Agreement.
8. Waiver, Release and Indemnification.
a. You hereby waive all claims against Informa, its affiliates and its and their respective directors, employees, representatives and agents (collectively, the “Informa Parties”) for any injuries, damages, losses or claims, whether known or unknown, which arise during or result from your travel to and from, and participation in (including performance of the Hosted Buyer Commitments), the Hosted Buyer Connect Conference and the Hosted Buyer Meetings, regardless of whether or not caused in whole or in part by the negligence or other fault of any Informa Party.
b. You will indemnify, defend and hold harmless the Informa Parties against all claims, causes of action, judgments, damages, fines or expenses (including reasonable attorneys’ fees) relating to (i) your breach or attempted breach of this Agreement and (ii) your performance of the Hosted Buyer Commitments and/or any action taken or not taken with respect thereto.
9. Limitation of Liability. Informa’s total cumulative liability to you under this Agreement and/or relating to the Hosted Buyer Commitments shall not exceed the amount of the Deposit. In no event will Informa be liable under this Agreement for any: (i) special, indirect, incidental, consequential or punitive damages or (ii) loss of data, profit, goodwill, anticipated savings, revenue or business, whether based on contract, tort or other legal theory relating to this Agreement and/or the Hosted Buyer Commitments.
10. Data Privacy. Informa may, and you hereby authorize Informa to, share the personal information you provide to us (“Personal Information”) with the individuals, companies and organizations who you will have Hosted Buyer Meetings with. In addition, Informa will use and share the Personal Information in accordance with the Delegate Terms and Conditions applicable to and in effect for the Hosted Buyer Connect Conference.
11. Anti-Bribery and Corruption.
a. In this Agreement, “Anti-Corruption Laws” mean any applicable domestic or foreign anti-bribery and anti-corruption laws and regulations, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977.
b. You represent, warrant and covenant that: (i) in performing the Hosted Buyer Commitments, you: (1) have not done, and will not do, any act or thing that contravenes the Anti-Corruption Laws and (2) have not failed or omitted to do, and will not fail or omit to do, any act or thing to ensure compliance with the Anti-Corruption Laws; (ii) you will comply with Informa plc’s Anti-Bribery and Corruption Policy as provided by Informa to you from time to time; and (iii) you will immediately notify Informa in writing on becoming aware of any breach of this Section 11.
12. Informa Marks. You will not use the trademarks, service marks, names, logos or other identifiers of Informa or its affiliates without Informa’s prior written consent in each instance.
13. Equitable Remedies and Enforcement. Any breach by you of this Agreement will cause irreparable injury to Informa and shall entitle Informa to the entry of any temporary or permanent injunctive relief, or any other equitable remedy as may be necessary in the circumstances. The pursuit or securing of any such injunctive relief does not limit Informa’s right to seek or obtain any other remedy provided hereunder or by law.
14. Miscellaneous.
a. This Agreement is an agreement for the provision of services by you personally. Therefore, you may not transfer, assign or delegate any of your rights, interests, obligations or duties hereunder (including the Hosted Buyer Commitments) to any third party without Informa’s prior written consent. Any attempted transfer, assignment or delegation by you will be null and void.
b. This Agreement is binding on the parties and on Informa’s successors and assigns.
c. Except as provided in Section 8 (Waiver, Release and Indemnification), this Agreement is for the sole benefit of the parties and Informa’s successors and assigns and nothing herein is intended to or does confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
d. Informa may assign this Agreement or any right, interest, obligation or duty hereunder to any third party.
e. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.
f. This Agreement may only be amended or modified by a writing executed by the parties.
g. If any provision of this Agreement or portion thereof is deemed void, invalid, or unenforceable, the validity and enforceability of the remaining provisions or portions thereof will not be affected.
h. This Agreement constitutes the complete agreement between the parties, and supersedes all prior agreements, oral or written, concerning the subject matter hereof and thereof.
i. This Agreement is governed by the laws of the State of New York. The courts of the State of New York have exclusive jurisdiction to resolve any dispute relating to this Agreement.
j. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PURSUE ANY CLAIM OR ACTION RELATING TO THIS AGREEMENT ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.
k. YOU WILL NOT INITIATE OR PURSUE ANY CLAIM OR ACTION RELATING TO THIS AGREEMENT AGAINST INFORMA ONE (1) YEAR AFTER THE DATE OF THIS AGREEMENT.
l. YOU ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, YOU HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT.