TERMS AND CONDITIONS
1. Applicability of Terms and Conditions. These terms and conditions (“Terms”) govern the Agreement between Marketplace Risk and you and/or the entity you represent, as applicable (“Participant”), in order to participate in the event(s) that references these Terms (each, an “Event”). “Participant” shall mean and include as an attendee, exhibitor, panelist, presenter, speaker, sponsor and/or visitor. Participant hereby acknowledges, represents and warrants to Marketplace Risk that Participant has received, thoroughly read, understood and agrees with these Terms.
2. Receipt of Benefits. Participant shall receive only the benefits expressly granted to Participant and only upon fulfillment of all conditions of Participant’s participation, including full payment. In the case of an attendee (each, an “Attendee”), Attendee shall receive the benefits set forth in the attendee registration form applicable to the Event (“Attendee Registration”). In the case of a panelist, presenter or speaker (each, a “Speaker”), Speaker shall receive the benefits set forth in the speaker registration form applicable to the Event (“Speaker Registration”). In the case of a sponsor or exhibitor (each, a “Sponsor”), Sponsor shall receive the benefits set forth in the sponsorship form applicable to the Event (“Sponsorship Form”). The Attendee Registration, Speaker Registration and Sponsorship Form may be referred to herein as “Registration Form”.
3. Conflict; Amendment. In the event of any conflict between these Terms and any other agreement, contract, document and/or form, including any Registration Form or amendment to any of the foregoing (“Additional Terms”), such other Additional Terms shall prevail, provided such Additional Terms have been expressly agreed to by Marketplace Risk and Participant in writing and/or by completion of the applicable Registration Form. Amendments to these Terms or Additional Terms that have been expressly agreed to shall be incorporated herein and made a part hereof. The Terms, Additional Terms and any amendments thereto shall be referred to as the “Agreement”.
4. Interpretation; Severability. Marketplace Risk shall have full power to interpret and enforce the Agreement, including the benefits granted to Participant. Any terms or provisions in the Agreement determined to be unenforceable by a court of competent jurisdiction shall be severed and all other terms shall survive and continue in full force and effect.
5. Payment; Collection Fees. Participant shall pay to Marketplace Risk all amounts due in accordance with the applicable Registration Form and invoice, as applicable. Participant shall reimburse Marketplace Risk for collection costs incurred in collecting such balances owed, including collection fees, court costs, and attorney’s fees.
6. No Refunds. There shall be no refunds of any kind whatsoever, including for Participant’s cancellation, withdrawal and/or for “no shows,” provided that if Marketplace Risk cancels the Event, Participant shall be entitled to a full refund within sixty (60) days of such cancellation notice. Notwithstanding the foregoing, in the event that the Event is canceled and/or certain benefits become unavailable for reasons outside of Marketplace Risk's control, Participant agrees that Marketplace Risk shall be permitted to replace such unavailable benefits with benefits of equal value and, in the event that such replacement benefits of equal value do not exist, Marketplace Risk shall refund Participant for the value of the unavailable benefits only. Downsizing of any participation, sponsorships or benefits by Participant will not result in any refunds of any kind whatsoever unless agreed to in writing by Marketplace Risk.
7. Set-off. Marketplace Risk shall have the right to set-off against any amount which may be due from Marketplace Risk to Participant, pursuant to the Agreement or otherwise, any amounts owed to Marketplace Risk for any reason. Marketplace Risk shall also have the right to apply any amounts received from Participant to any other amounts due to Marketplace Risk.
8. Exhibit Space. Participant shall exhibit, if applicable, materials, products and/or services directly related to the Event and of specific interest to attendees. Marketplace Risk reserves the right to determine the eligibility of any materials, product and/or service for display. Nothing shall be allowed to extend beyond or above exhibit space provided without Marketplace Risk’s prior written consent. Exhibits for the purpose of soliciting prospective employees, and employee-recruiting activity of any kind, are prohibited without Marketplace Risk’s prior written consent. Exhibits must be used solely for the purpose of promoting Participant’s products and/or services and shall not be used for other business purposes. Participant shall not promote any other conference or event without Marketplace Risk’s prior written consent. Marketplace Risk reserves the right to eject, prohibit or reject any exhibit, in whole or in part, upon Marketplace Risk’s good faith determination that the same is not in accordance with the Agreement. Marketplace Risk shall provide no refunds in the event of such ejection, prohibition or rejection.
9. Intellectual Property. Participant shall respect the intellectual property rights of others. Participant shall not market, sell or display any material, product and/or service at the Event that in any way infringes trademarks, copyrights, patents and/or other proprietary rights of a third party (“Intellectual Property Rights”). Participant warrants that the names, logos, art work and other content it submitted for use in any media shall not infringe the Intellectual Property Rights of any third party and shall not contain anything which is libelous, obscene, indecent, blasphemous or in any way unlawful. Any Participant determined to be involved in unauthorized, counterfeit or infringing activity, will be subject to having all such unauthorized, infringing, counterfeit or misleading products removed from the Event or the Participant being removed from current and future Events. Notwithstanding the foregoing, Marketplace Risk disclaims, and Participant releases Marketplace Risk for, all liability for the infringement of Intellectual Property Rights of a third party that may be committed Participant.
10. Intellectual Property Disputes Between Participants; Service of Process & Orders. Neither Participant nor its agents (including, but not limited to, legal counsel or process servers) shall serve process on any other Participant during the hours the Event is open to attendees. If Participant has obtained a judicial/administrative relief order against another Participant, and Participant has no reasonable alternative to serving such order on the other Participant during the Event, then Participant or its agent shall use their best efforts to serve such order during the hours the Event is closed to attendees. Notwithstanding the foregoing, Participant shall provide Marketplace Risk advanced written notice of the order obtained (including a copy of such order) so that a Marketplace Risk representative may escort Participant or its agent in order to minimize any disruption to the Event caused by such service.
11. No Assignment; Transfer. This Agreement and the rights and benefits granted hereunder are non-assignable by Participant without Marketplace Risk’s prior written consent, and any attempted assignment by Participant shall be null and void and shall constitute a breach, resulting in termination of the Agreement and cancellation of rights and/or benefits at Marketplace Risk’s sole discretion. Marketplace Risk may assign the Agreement at any time to its affiliate or any owner/purchaser of the Event, by operation of law or otherwise, provided that in the event such assignment is to a competitor of Participant, Participant may terminate this Agreement and receive a refund of any prepaid fees. Participant shall not sub-license, assign or transfer its participation, including sponsorship where applicable, without Marketplace Risk’s written consent. Participant shall not permit any individual and/or entity other than Participant and/or its representatives to occupy or conduct business on its behalf, without Marketplace Risk’s written consent.
12. Participant’s Representatives. Participant’s representatives shall be restricted to Participant’s employees and other representatives who are 18 years of age or older, unless Marketplace Risk provides prior written consent otherwise. Only Participant representatives who are 21 or older may consume alcohol provided by the Event, and Participant is solely responsible for compliance with the same. Marketplace Risk may, in its sole discretion, limit the number of Participant’s representatives at the Event or in any exhibit space. Participant’s representatives shall at all times wear badge identification furnished by Marketplace Risk. Participant shall require its representatives to dress and conduct themselves in an appropriate and professional manner. Marketplace Risk reserves the right to determine, in its sole discretion, whether the character and attire of Participant’s representatives is acceptable. Participant representatives must staff the exhibit space during all hours the Event is open.
13. Conduct. Retail sales are prohibited during the Event and entitle Marketplace Risk to remove Participant from the venue. Subject to the foregoing, Participant may distribute samples, souvenirs, permitted publications and similar items, or conduct other activities consistent with the Event and subject to Marketplace Risk’s sole discretion. Marketplace Risk retains sole discretion to approve, control or prohibit which samples and other items may be distributed and where such samples may be distributed. Any Participant demonstration, distribution or activity that results in obstruction of aisles or prevents access to any Event space, include aisles, is prohibited and shall be suspended permanently or for any periods specified by Marketplace Risk. Participant shall comply with all U.S. Federal, State and local laws and shall obtain all required permissions under such laws and from the venue.
14. Exhibitors. If Participant is exhibiting, Participant shall operate its exhibit space so as not to endanger or interfere with the rights of other Participants. Marketplace Risk may, in its sole discretion, prohibit any action that interferes with the rights of others or exposes them to annoyance or danger. If Participant does not set up its exhibit space by the time set for completion of installation of displays, or occupy the exhibit space during all hours the Event is open, the exhibit space may be re-possessed by Marketplace Risk for any purpose it may see fit without in any way releasing Participant from any amounts due and/or liability hereunder. Participant must strictly observe all applicable fire and safety laws and regulations. Drapes and all other cloth decorations must be flameproof. Wiring must comply with local fire department, governmental agency fire inspection ordinances and underwriters’ rules. Smoking (including electronic cigarettes) in the venue is forbidden. Crowding shall be restricted, and aisles and fire exits must not be blocked at any time. Products for display, signage, banners and decorations must not violate applicable fire codes. No storage behind exhibits is provided or permitted. Display wiring must exhibit all applicable seals of official approving agencies as may be required by the venue. All displays must meet the building codes of the city in which the Event takes place.
15. Breach; Damage. If Participant breaches any of its obligations under the Agreement: (1) Marketplace Risk may prohibit Participant from participating at the Event and/or all future events run by Marketplace Risk; (2) Marketplace Risk shall retain all amounts paid and Participant shall pay Marketplace Risk any remaining balance outstanding; and (3) Marketplace Risk may pursue any other legal or equitable remedies to which it is entitled. Further, Marketplace Risk may immediately direct Participant and/or its representatives to leave the venue. Participant shall be liable for any damage it or its representatives and agents cause to the venue, including the floors, ceilings, walls or columns, or to standard booth equipment, or to others’ property.
16. Publicity; Grant of Rights. For purposes of this Section 16, “Participant” shall include Participant and Participant’s authorization on behalf of Participant representatives. Participant hereby: (1) grants Marketplace Risk the irrevocable, perpetual, royalty-free, worldwide license and right to publish any aspect of Participant’s participation with Marketplace Risk, including but not limited to Participant’s name, registration information, trademark, logo, products, services, program materials and presentations and portions thereof, voice, and/or likeness in all media formats whether now known or hereafter existing in connection with the promotion and publicity of the Event and any subsequent publication and/or sale of re-publications of the Event or portions thereof, including without limitation on the Event website, in email and digital marketing, and in publications and materials for the Event; (2) understands and agrees that its contact information may be shared in whole or in part with attendees, exhibitors, panelists, presenters, speakers, sponsors, visitors and/or other third parties; (3) waives all rights to royalties and/or other compensation arising out of or related to (1) and (2) above; and (4) releases Marketplace Risk from any liability for any omissions, misquotations or other errors, including, without limitation, any which appear on the Event website, email, digital marketing and/or in the publications and materials for the Event, provided that Marketplace Risk shall correct any omissions, misquotations or other errors upon being notified by Participant and if reasonably practicable going forward.
17. Photography. The photographic rights for the Event are reserved to Marketplace Risk. All other photography is strictly prohibited without Marketplace Risk’s prior written consent in advance of the Event. Photographing other Participants, exhibit space, booths, products and/or services is strictly prohibited, and such violations may result in ejection from the Event and/or confiscation of camera equipment.
18. No Honorarium or Reimbursement. Unless agreed to otherwise in writing in advance with Marketplace Risk, no Participant shall be entitled to any compensation, honorarium or reimbursement for any costs and/or expenses of any kind, including for travel, accommodation, meals and entertainment.
19. Indemnity. Participant, on behalf of itself and its representatives, shall defend, indemnify and hold harmless Marketplace Risk and its officers, directors, employees, agents and representatives from and against all claims, losses, suits, damages, judgments, expenses, costs, attorneys’ fees and charges of every kind arising out of or resulting from Participants participation in the Event, including without limitation: (1) the actions, inactions, negligence or willful misconduct of Participant, its agents and representatives; and/or (2) the breach by Participant of any of these Terms, including the breach of intellectual property and/or proprietary rights of any third party, whether knowingly or unknowingly, and whether intentionally or unintentionally.
20. Disclaimer and Full Release. IN CONSIDERATION OF PARTICIPANT'S REGISTRATION AND/OR PARTICIPATION IN THE EVENT IN ANY CAPACITY, INCLUDING AS AN ATTENDEE, EXHIBITOR, PANELIST, PRESENTER, SPEAKER, SPONSOR AND/OR VISITOR, PARTICIPANT HEREBY RELEASES, HOLDS HARMLESS AND FOREVER DISCHARGES MARKETPLACE RISK FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, DEBTS, DEMANDS, SUITS, ACTIONS, CAUSES OF ACTION AND LIABILITY OF ANY KIND OR NATURE WHATSOEVER IN ANY WAY RESULTING FROM OR IN ANY WAY RELATED TO REGISTRATION AND/OR PARTICIPATION IN THE EVENT, INCLUDING RESULTING FROM ANY ACT, OMISSION, EVENT, NEGLIGENCE AND/OR WILLFUL MISCONDUCT. PARTICIPANT UNDERSTANDS AND AGREES THAT THIS COMPLETE DISCLAIMER OF LIABILITY IS A CONDITION OF REGISTRATION AND/OR PARTICIPATION IN THE EVENT.
21. Limitation of Liability. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW: (A) NEITHER MARKETPLACE RISK NOR PARTICIPANT NOR PARTICIPANT REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT, OR OTHERWISE) (COLLECTIVELY “CONSEQUENTIAL DAMAGES”), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED $1000 REGARDLESS OF WHETHER ANY REMEDY SPECIFIED IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, ANY LIMITATION OF LIABILITY OR EXCLUSION OF CONSEQUENTIAL DAMAGES EXCLUDES ANY CLAIMS RELATED TO INFRINGEMENT AND/OR INDEMNIFICATION OBLIGATIONS.
22. The venue shall provide the services of a protective agency during the Event, and Participant agrees that the provision of such services constitutes adequate discharge of all obligations of Marketplace Risk to supervise and protect Participant’s property within the Event. Participant may furnish additional guards at its own cost and expense only with the prior written consent of Marketplace Risk and the venue.
23. No Representations or Warranties. Marketplace Risk makes no representations or warranties with respect to the number, quality or type of attendees, exhibitors, panelists, presenters, speakers, sponsors and/or visitors and/or the demographic nature of such attendees, exhibitors, panelists, presenters, speakers, sponsors and/or visitors. Any statements related to the preceding are generally reflective of past Events and used for informational purposes only and shall not be relied upon to predict future Events.
24. Insurance. If Participant is an entity, including a sponsor or exhibitor, it shall maintain at its sole cost and expense and throughout the duration of the Event Commercial General Liability (the “CGL”) insurance coverage with a minimum combined single limit of US$1,000,000, covering bodily injury (including death), personal injury, and property damage liability, with extraterritorial coverage. Such CGL insurance shall name as additional insureds Marketplace Risk Management LLC and the venue owner and any additional party Marketplace Risk may reasonably request.
25. Due Execution. If the Participant holding herself/himself out as duly authorized to execute the Agreement on behalf of another person or entity is not so authorized, Participant hereby covenants to indemnify Marketplace Risk from and against all claims, losses, suits, damages, judgments, expenses, costs (including, without limitation, reasonable legal fees) and charges of every kind caused by her/his execution of the Agreement and (without limitation) shall be personally liable to Marketplace Risk for all payments that would have been payable to Marketplace Risk by such other person or entity had the Agreement been duly executed.
26. The laws of the State of Illinois govern the Agreement. All disputes arising out of the Agreement shall be subject to the exclusive jurisdiction of the state and Federal courts located in Chicago, Illinois.
Updated August 20, 2018. To see the prior version, click here.