TERMS AND CONDITIONS
1. Applicability of Terms and Conditions. These terms and conditions (“Terms”) govern the relationship and agreement by and among Marketplace Risk Management LLC ("Marketplace Risk"), you and the entity you represent, as applicable (together, you and the entity you represent, if applicable, the “Participant”), in order to participate in the event(s) and services that reference these Terms, including without limitation the community mobile app, live and virtual conferences and summits, meet-ups, road shows, seminars, webinars and podcasts (each, an “Event”). For the avoidance of doubt, “Participant” shall mean and include you as an Attendee, Speaker, Sponsor, and User visitor. Participant hereby acknowledges, represents, and warrants to Marketplace Risk that Participant has received, thoroughly read, understands, 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 where applicable. 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 and/or speaker (each, a “Speaker”), Speaker shall receive the benefits set forth in the speaker registration form applicable to the Event, including the Call for Speakers (“Speaker Registration”). In the case of a sponsor and/or exhibitor (each, a “Sponsor”), Sponsor shall receive the benefits set forth in the sponsorship form applicable to the Event (“Sponsorship Form”). In the case of a member or user of the community mobile app (each, a "User"), User shall receive the benefits set forth in the community mobile app registration form ("App Form"). The Attendee Registration, Speaker Registration, Sponsorship Form and App Form may be referred to herein as a “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 for Participant’s cancellation, withdrawal and/or for “no shows.” If Marketplace Risk voluntarily cancels an Event for reasons within its sole and exclusive control, Participant shall be entitled to a full refund of all amounts paid within ninety (90) days of such Event's scheduled date, less the value of any benefits received. Notwithstanding the foregoing, in the event that an Event is canceled and/or certain benefits become unavailable for reasons outside of Marketplace Risk's sole and exclusive control, Participant agrees that Marketplace Risk shall be permitted, in its sole and exclusive discretion, to: (1) replace such unavailable benefits with benefits of equal value as determined by Marketplace Risk in its sole and exclusive discretion; (2) roll Participant's benefits forward to the next regularly scheduled Event with benefits of equal value as determined by Marketplace Risk in its sole and exclusive discretion; or (3) refund Participant for the value of the unavailable benefits only as determined by Marketplace Risk in its sole and exclusive discretion. Downsizing of any participation, sponsorships or benefits by Participant will not result in any refunds of any kind whatsoever. 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.
7. Exhibit Space and Exhibitors. Where exhibit space is made available, only materials, products and/or services directly related to such Event and of specific interest to attendees at such Event may be displayed or disseminated. Marketplace Risk reserves the right to determine the eligibility of any materials, product and/or service for display or dissemination. Nothing shall be allowed to extend beyond or above exhibit space. Exhibits for the purpose of soliciting prospective employees, and employee-recruiting activity of any kind, are prohibited. 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 sole 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. 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. 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.
8. Intellectual Property. Participant shall respect the intellectual property rights of Marketplace Risk and others. Participant shall not market, sell or display any material, product and/or service at an 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 from, all liability for the infringement of Intellectual Property Rights of a third party that may be committed by a Participant.
9. 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 an Event is operating. 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 such Event, then Participant or its agent shall use their best efforts to serve such order during the hours such Event is closed to others. 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 such Event caused by such service.
10. No Assignment; Transfer. This Agreement and the rights and benefits granted hereunder are non-assignable and non-transferable by Participant without Marketplace Risk’s prior written consent, and any attempted assignment or transfer 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 and exclusive discretion. Marketplace Risk may assign the Agreement and any Registration Form(s), including the rights and benefits hereunder and thereunder, at any time to its affiliate or any owner/purchaser, by operation of law or otherwise. Participant shall not sub-license, assign or transfer its participation, including sponsorship and/or sponsorship benefits, where applicable, without Marketplace Risk’s prior 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 prior written consent. Further, in the event that a Participant shares, transfers, sells or otherwise provides access to any benefit granted as an Attendee, Speaker, Sponsor, and/or User, such Participant agrees to pay as liquidated damages and not as a penalty the total amount charged for such benefit. In the case of a Sponsor, Sponsor agrees to pay as liquidated damages and not as a penalty the total amount of such sponsorship, including the sharing of attendee information provided as a benefit.
11. License to Attendee List. Notwithstanding anything to the contrary herein, any and all information provided to a Sponsor as a part of such Sponsor's sponsorship of an Event, including without limitation an Event attendee list and the information included in such Event attendee list (each, an "Attendee List"), is the sole and exclusive property of Marketplace Risk and is protected by copyright and other intellectual property laws. The Attendee List and the information included in the Attendee List may only be used by Sponsor for Sponsor's own, internal use. The Attendee List and the information included in the Attendee List may only be displayed, printed, and loaded into Sponsor's own software and systems for Sponsor's own, internal use. Sponsor shall not reproduce, retransmit, photocopy, share, distribute, disseminate, assign, transfer, license, rent, loan, sell, publish broadcast, or circulate, or offer to do any of the foregoing, the Attendee List or any information included in the Attendee List to any person or entity, directly or indirectly, outside of the Sponsor's company or organization without the express, written permission of Marketplace Risk. Any reproduction, retransmission, photocopying, sharing, distribution, dissemination, assignment, transfer, licensing, renting, loaning, selling, publishing, broadcasting or circulation, or offer to do any of the foregoing, shall result in the Sponsor's payment to Marketplace Risk liquidated damages, and not as a penalty, an amount equal to ten times (10x) the amount that Sponsor paid for the sponsorship of such Event from which the Attendee List was provided as a benefit.
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 at an Event, and Participant is solely responsible for compliance with the same. Marketplace Risk may, in its sole and exclusive 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 and exclusive discretion, whether the character and attire of Participant’s representatives is acceptable. Participant representatives must staff the exhibit space during all hours such 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 and exclusive discretion. Marketplace Risk retains sole and exclusive 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 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. No Legal Advice. Any information provided at an Event, on or through this website and on or through the community mobile app does not, and is not intended to, constitute legal advice; instead, all information, content, and materials are for general informational purposes only. Information provided may not constitute the most up-to-date legal or other information. Participants should contact their attorney to obtain professional advice with respect to any particular legal matter. Participants should not act or refrain from acting on the basis of information provided without first seeking legal advice from counsel in the relevant jurisdiction. Only Participant's individual attorney can provide assurances that the information provided is applicable or appropriate to your particular situation. The views expressed are those of the individual acting in their individual capacities only – not those of their respective employers or Marketplace Risk. All liability with respect to actions taken or not taken based on any information are hereby expressly disclaimed. All information is provided "as is;" no representations are made that any information is error-free. This website contains links to other third-party websites. Such links are only for the convenience of the reader, user or browser; Marketplace Risk does not recommend or endorse the contents of the third-party sites. Marketplace Risk disclaims, and Participant releases Marketplace Risk from, all liability for any information provided at an Event, on or through this website and on or through the community mobile app.
15. Breach; Damage. If Participant breaches any of its obligations under the Agreement: (1) Marketplace Risk may prohibit Participant from participating at such 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 and employer. 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 Events and any subsequent publication and/or sale of re-publications of Events or portions thereof, including without limitation on Event websites and web pages, in email and digital marketing, and in publications and materials Events; (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 Event websites and web pages, email, digital marketing and/or in the publications and materials for Events, 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 Events are reserved to Marketplace Risk. All other photography is strictly prohibited without Marketplace Risk’s prior written consent in advance of such Events. Photographing other Participants, exhibit space, booths, products and/or services is strictly prohibited, and such violations may result in ejection from such Events 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 agents, representatives and employer, 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 ANY EVENT(S) IN ANY CAPACITY, INCLUDING AS AN ATTENDEE, USER, 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 OR PARTICIPANT AGENTS OR REPRESENTATIVES OR COMPANY 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 $100 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. No Representations or Warranties. Marketplace Risk makes no representations or warranties with respect to the number, quality or type of attendees, users, exhibitors, panelists, presenters, speakers, sponsors and/or visitors and/or the demographic nature of such attendees, users, 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.
23. 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.
24. 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.
25. The laws of the State of Florida 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 Miami, Florida.
Updated February 3, 2023