Event Partnership Services - Service Specific Additional Terms

In these Service Specific Additional Terms, the following terms have the following meanings:

2.1 The Client acknowledges that THE may (at its sole discretion) change the format, speakers, participants, content, programme and/or any other aspect of any of the Events at any time and for any reason, whether or not due to a Force Majeure Event.

2.2 The Client further acknowledges that THE may (at its sole discretion) relocate (including venue, location, physical/virtual hosting), reschedule and/or cancel any of the Events at any time and for any reason (including as a result of a Force Majeure Event). Where THE relocates, reschedules and/or cancels an Event, THE shall offer the Client, at no extra cost, the option of participating in, partnering and attending, on the same basis, any relocated, rescheduled or future Event that THE organises. The Client shall not otherwise have any right to claim any refund or compensation in respect of the relocation, rescheduling or cancellation of an Event and all other liability of THE is, to the fullest extent permissible by Applicable Law, expressly excluded. The Contract shall apply in respect of any such relocated, rescheduled or future Event organised by THE pursuant to this Paragraph 2.2 (unless otherwise agreed between the Parties in writing).

2.3 The Client agrees to comply (and shall procure that its officers, employees, agents, contractors and representatives comply) with all reasonable instructions issued by THE and/or the venue owners/operators at each Event (including any terms and conditions applying in respect of the virtual platform used to host a Virtual Event). THE may (at its sole discretion) refuse admission to, or eject from, any Event any person who (in the opinion of THE) fails to comply with this Paragraph 2.3 or represents a security risk, nuisance or annoyance to the running of the Event or who (in the reasonable opinion of THE) may have a material adverse effect on the business or reputation of THE.

2.4 The Client consents (on behalf of itself and its officers, employees, agents, contractors and representatives) to the use of the Client Trade Marks in connection with any promotion or marketing by THE of the Events and to any authorised photography, filming or sound recording of or at any Event and to the use by THE of any such recording or photography anywhere in the world for promotional, marketing and other purposes. Unless expressly authorised by THE in writing, all photography and recording or transmitting of audio or visual material of or at any Event by the Client is expressly prohibited.

2.5 The Client acknowledges that it shall be its responsibility to ensure that, where appropriate, its equipment and promotional materials (as required) arrive at the venue prior to any Event (or, in respect of a Virtual Event, are delivered to THE or the relevant virtual platform operator) within the time period specified by THE or the venue owners/operators. THE shall not be responsible for the loss of promotional opportunity due to any failure by the Client to deliver materials to the place specified and within the time specified.

2.6 The Client acknowledges that it shall be its responsibility to ensure that any equipment and promotional materials required by the Client at any Event are removed within the time period specified by THE or the venue owners/operators. THE shall not be responsible for any collection of equipment or materials.

2.7 Save to the extent set out in the Partnership Package, the Client agrees that it shall not distribute, or permit the distribution of, any documentation or merchandise at or in connection with any Event without the prior written consent of THE.

3.1 The Client shall pay THE the Charges for the Event Partnership Services as set out in Section 4 Order Form, which THE shall be entitled to submit invoices for which may be raised by THE within 30 days of the Effective Date.

3.2 Invoices shall identify the particular Services to which they relate and the time of their performance.

3.3 All Charges and (where applicable) expenses accruing from the Effective Date up to (but excluding) the date of the first Event set out in the Service Particulars shall be due and payable either:

(a) at least 5 days prior to the occurrence of such Event; or

(b) within 30 days of the Client's receipt of THE's properly submitted invoice,

(c) whichever is sooner, and are exclusive of all taxes, charges, duties and levies except any applicable VAT or other sales taxes (which the Client shall pay in addition at the rate and in the manner prescribed by law, subject to receipt of a valid VAT/sales tax invoice).

3.4 All Charges and (where applicable) expenses accruing on and from the date of the first Event set out in the Service Particulars are payable within 30 days of the Client's receipt of THE's properly submitted invoice and are exclusive of all taxes, charges, duties and levies except any applicable VAT or other sales taxes (which the Client shall pay in addition at the rate and in the manner prescribed by law, subject to receipt of a valid VAT/sales tax invoice).

4.1 In respect of any Virtual Event, subject to Clause 7.1 of the General Terms and Conditions, THE shall have no liability to the Client (or any of its officers, employees, agents, contractors and representatives) in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise for any damages, losses, costs, claims, expenses or any other liability of any kind arising out of or in connection with:

(a) the Client's or any other person's connectivity to the internet or any failure, poor performance or non-performance of any hardware, software or other systems that are owned, licensed to or operated by the Client or any other person;

(b) any virus or contamination that is introduced onto the Client's or any other person's hardware, software or other systems in connection with the virtual platform used to host the Virtual Event;

(c) any failure (whether act or omission), poor performance, non-performance or other action attributable to any virtual platform used to host the Virtual Event or any third party (including any virtual platform operator).

5.1 Without prejudice to its other rights and remedies, THE may terminate the Contract:

(a) at any time on not less than 30 days' prior written notice;

(b) with immediate effect, by written notice to the Client, if any event or circumstance occurs (including any adverse publicity, news or other coverage) which, in the opinion of THE (in its sole discretion), means that the continuation of the Client's partnership of any of the Events and/or THE's association with the Client causes, or is likely to cause, material harm to the reputation or goodwill of THE and/or its business.

5.2 Each Party shall be entitled to terminate the Contract immediately on written notice to the other if the other Party:

(a) uses or permits any third party to use the relevant Licensed Material outside the scope of the licences granted under Paragraph 6, without the terminating Party's prior written consent; or

(b) challenges or disputes the validity of the terminating Party's ownership of any Intellectual Property Rights, including its Trade Marks and any Generated IP.

6.1 Each Party (the "Licensor") hereby grants to the other Party (the "Licensee") a royalty-free, worldwide, non-exclusive, non-transferable and non-sub-licensable licence to use its Trade Marks during the Term, in each case solely in connection with the Partnership Package (including the Client's partnership of any Events) and in accordance with the Contract.

6.2 The Parties shall each display the Trade Marks of the other Party in such a way as to ensure that all materials produced in connection with any Events are co-branded subject to, and in accordance with, the terms of the Partnership Package.

6.3 All past, present and (to the extent permitted by law) future Intellectual Property Rights in the Licensor's Trade Marks that exist or arise as a result of the performance of the Contract shall vest in and belong to the Licensor exclusively and absolutely. To the extent that any Intellectual Property Rights in the Licensor's Trade Marks vest in the Licensee at any time, all such Intellectual Property Rights are hereby assigned by the Licensee to the Licensor (to the extent permitted by law), together with all goodwill and rights of action accrued in relation thereto, in consideration of the Licensor's obligations under the Contract, and the Licensee will (at its cost) do all things and execute all such documents as may be reasonably required to give effect to the assignments set out in this Paragraph 6.3.

6.4 All past, present and (to the extent permitted by law) future Intellectual Property Rights which arise or are created as a result of each and/or both Parties' performance of this Contract (the "Generated IP") (save in respect of the Trade Marks or any goodwill that is generated in relation thereto, which shall belong to the relevant Licensor) shall remain with whichever of the Parties created such Generated IP or commissioned its creation.

6.5 Each Party hereby grants to the other a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, non-transferable and non-sub-licensable licence to use the Generated IP it owns pursuant to Paragraph 6.4 solely in connection with the Partner's partnership of any Events, including in connection with the provision of any follow-up materials to attendees, participants and/or other interested parties in relation to any Events following their completion.

6.6 Any use by the Licensee of the Trade Marks or Generated IP of the Licensor shall be in strict compliance with the usage policies of the Licensor, as notified by the Licensor to the Licensee in writing from time to time. Each Licensee hereby agrees to use the Licensor's Trade Marks and Generated IP in such a manner that their distinctiveness and reputation are maintained and shall not do anything which would reasonably be expected to bring the Licensor or its Trade Marks into disrepute.

6.7 Subject to Paragraph 6.8, the Licensor shall defend, indemnify and hold the Licensee harmless from and against any damages, losses, costs, claims and expenses arising out of or in connection with any claim that the Licensee's use of the Licensor's Trade Marks and/or Generated IP infringes the Intellectual Property Rights of any third party.

6.8 A Party may only make a claim under Paragraph 6.7 provided that it:

(a) promptly notifies the Licensor of any such claim;

(b) does not, without the Licensor's prior written consent, do or omit to do anything, or make any admission, which materially prejudices the Licensor's defence of such claim; and

(c) takes all reasonable steps to mitigate any loss or damage to the third party claimant.

7.1 Each Party warrants to the other that:

(a) it will perform its obligations under the Contract and undertake any activities in connection with the Events in a professional manner with reasonable skill and care using suitably qualified personnel; and

(b) it has the requisite power and authority to grant the licences granted under Paragraph 6.

8.1 Each Party agrees Clause 12 of the General Terms and Conditions. Without prejudice to the generality of the foregoing, the Client agrees that it shall not use the Personal Data that it receives from THE relating to delegates of Events for marketing purposes unless it has a legal basis for doing so under the Data Protection Laws.