TERMS AND CONDITIONS



Exhibitors Attendees

All Exhibitor sales shall be subject to the following terms and conditions:

INTRODUCTION

1.1. Ad Summit Kyiv 2016 conference to be held in Kyiv, Ukraine on May 17, is organised and managed by Epom Ltd.

1.2. These Terms and Conditions set out the terms on which you agree to attend, exhibit at and occupy an exhibition space at the Event. Please read the Agreement carefully and make sure you understand it before continuing. You understand that by clicking "I agree", and paying the applicable fee set out on our website, you agree to comply with and be bound by this Agreement.

1.3. Defined terms in this Agreement shall have the meaning given to them within its terms.

1.4. References to we, us and our shall be references to Epom.

GRANT OF RIGHTS

2.1.Subject to availability, payment of relevant Exhibition Fee and the terms of this Agreement, we grant to you the right to attend, exhibit in and occupy an exhibition space in the relevant zone at the Event, as further described on our website and selected by you at the date of payment of the Exhibition Fee ( Exhibitor Rights ).

2.2.The Exhibitor Rights granted under clause 2.1 shall be subject to our on-going approval, and may be changed, withheld or revoked at any time during the Term, if we consider that you have abused such rights or have acted improperly in any way.

2.3.You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable licence to use your logos and trade marks ( the Exhibitor Marks ) provided to us in accordance with clause 3.6:

2.3.1. during the Term to promote and exploit the Event; and

2.3.2. for a period of 12 months following the Event in any material produced about the Event and in any promotional materials for similar events.

2.4.In the event that you change the Exhibitor Marks at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Exhibitor Marks produced by us or on our behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.

2.5.If, for any reason, we are unable to provide or it is necessary to change any of the Exhibitor Rights, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Exhibitor Rights. In the event that any of the Exhibitor Rights are changed in accordance with this clause 2.5, we shall not incur any liability to you.

2.6.You shall be solely responsible for all costs that you incur relating to your exercising the Exhibitor Rights and exhibiting at the Event (including, without limitation, any travel costs, the costs of any temporary staff and any costs relating to the stand).

2.7.You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). We shall not be responsible for any failure or delay in providing any of the Exhibitor Rights where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.

3.YOUR OBLIGATIONS

3.1.Any representatives, employees or agents operating or associated with your exhibition must have a Company Ticket (as described on our website) to the Event. You may purchase additional tickets for representatives or employees at our website.

3.2.Your attendance at the Event and any tickets purchased or used by you or provided to you under this Agreement will be subject to the applicable ticket terms and conditions as displayed on our website. In the event of any conflict between this Agreement and the ticket terms and conditions, this Agreement shall prevail.

3.3.You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.

3.4.You undertake to ensure your personnel, sub-contractors and agents exercise the Exhibitor Rights in accordance with the terms of the Agreement.

3.5.Following our request, you shall promptly supply us with examples of the Exhibitor Marks in a suitable format.

3.6.Notwithstanding clause 5, you shall be responsible for the design, manufacture, production, storage and cost of any materials and/or merchandise used, distributed, displayed or presented by you at the Event. You shall submit the plans for any such material and/or merchandise for approval by us promptly following our request. You shall cooperate with us to amend such materials when requested (such changes to be at your cost).

3.7.Your display at the Event shall be limited to the exhibition space designated to you in accordance with this Agreement.

3.9.You shall not do, or omit to do, (and you shall procure that none of your employees, agents or contractors shall do, or omit to do) anything which may:

3.9.1.bring the Event disrepute;

3.9.1.damage the goodwill associated with the Event; or

3.9.1.be otherwise prejudicial to the image and/or reputation of the Event.

3.11.It shall be your responsibility to take out and maintain appropriate insurance in relation to any risks under or in relation to this Agreement or your participation in and exhibition at the Event.

3.12.You shall not host, participate in, encourage or promote in any way, any event purporting or holding itself out to be associated with the Event during the Term, without our prior written approval.

3.13.Your promotional material must be free from any hint of adult content. Explicit, sexually explicit, or overly suggestive language may not be used, this includes words such as "adult", "sexy" and "babes". URL links that lead to websites containing adult material are not allowed. Images may not be overly sexual, imply nudity, show excessive amounts of skin or cleavage, or focus unnecessarily on body parts. Images of people in explicit or suggestive positions or activities that are overly suggestive or sexually provocative will not be permitted.

OUR OBLIGATIONS

4.1.We shall provide the Exhibitor Rights and organise the Event using reasonable skill and care and will consult with you on aspects of the Event where we deem it appropriate to do so.

4.2.We shall prepare the exhibition space for you in advance of the Event and in accordance with the description of the space as set out on our website at the point of purchase.

4.3.We shall produce, distribute and/or publish an Event booklet and list of exhibitors in advance of the Event, which shall include your company name and branding, as appropriate.

4.4.The Exhibitor Rights are personal to you and we are not obliged to provide the Exhibitor Rights (or any part of them) to any other entity or person.

EQUIPMENT

5.1.We shall provide, set up and store the necessary equipment and materials to be used by you at the Event, which shall include but is not limited to power supply, a display table, chairs and your printed logo (if required), as further described on our website. There can also be some additional equipment for extra charge (it is mentioned in the booth descriptions).

5.2.We reserve the right to change the Provided Equipment, on reasonable notice.

5.3.Any Provided Equipment shall be subject to reasonable charges and in accordance with the suppliers' terms and conditions.

5.4.You may bring additional equipment to the Event, with our prior approval (such approval to be in our discretion). You shall be responsible for the shipping, storage, set up, removal and any costs relating to such equipment. For the avoidance of doubt, we shall not be liable for such additional equipment in any way.

5.5.You acknowledge that we are not the manufacturer or original supplier of the Provided Equipment; accordingly, no condition, warranty or representation of any kind express or implied is or has been given or made in respect of the Provided Equipment by us (other than those contained in this Agreement).

5.6.Title to the Provided Equipment shall not pass to you and we do not purport to grant you any rights whatsoever in respect of the Provided Equipment, whether under the Agreement or otherwise.

EXHIBITION FEE

6.1.If the Exhibition Fee is not received by us when due, we reserve the right not to provide any or all of the Exhibitor Rights or deny you the right to exhibit at the Event. You and your representatives shall not be permitted entry to the Event unless we have received full payment.

6.1.The Exhibition Fee is exclusive of value added tax, which shall be added to the price and paid by You in accordance with this clause 6 (Exhibition Fee).

INTELLECTUAL PROPERTY RIGHTS

7.1.The parties acknowledge as follows:

7.1.1.all intellectual property rights (including, but not limited to, copyright, trade marks and design rights) in the Exhibitor Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Exhibitor Marks; and

7.1.2.all intellectual property rights (including, but not limited to, copyright, trade marks and design rights) in or arising out of or in connection with the Event (including but not limited to any rights accruing in the Event Marks) shall be solely and exclusively owned by us, together with any goodwill therein, and you shall not acquire any intellectual property rights in the Event but always without prejudice to clause 6.1.1.

7.2.You shall indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of a claim that our use of your intellectual property rights in accordance with the Agreement (including without limitation the Exhibitor Marks) infringes any intellectual property rights (including, but not limited to, copyright, trade marks and design rights) of any third party.

7.3.Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party's marks.

7.4.You agree that you shall not use our intellectual property relating to the Event in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the exhibition at the Event), or that we endorse any part of your business, trading name or style.

7.5.If during the Term, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property rights (including, but not limited to, copyright, trade marks and design rights), then it shall promptly notify the same to the other in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable co-operation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but shall not be obliged to take any further action.

8.CANCELLATION, POSTPONEMENT & FORCE MAJEURE

8.1.We may, in our sole discretion, be entitled to cancel or postpone the Event for any reason. We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any such cancellation or postponement, or any failure or delay in performing our obligations under this Agreement for commercial reasons (including but not limited to, an event of force majeure where such event though not directly affecting the Event, may have an adverse effect on the commercial success of the Event).

8.2.We shall give written notice to you of a decision to cancel or postpone the Event as soon as reasonably practicable, and upon receipt of such notice:

8.2.1.in the case of cancellation of the Event, you shall be entitled to:

(a) terminate this Agreement; or

(b) elect to apply the Exhibition Fee (whether or not paid to us) to another iStack event, provided that the date of such event is less than 12 months from the date of such cancellation.

8.2.2.in the case of postponement of the Event:

(a) where the new Event date is less than 2 months away from the original Event date, you shall be deemed to have accepted the new Event date and may not terminate this Agreement or elect to apply the Exhibition Fee to another of our events; or

(b) where the new Event date is more than 2 months, but less than 12 months away from the original Event Date:

I. elect to apply the Exhibition Fee (whether or not paid to us) to another of our events, provided that the date of such event is not greater than 12 months from the date of cancellation; or

II. terminate this Agreement; and

(c) where the new Event date is more than 12 months from the original Event date, terminate this Agreement.

8.3.In the event of termination under clause 8.2, we reserve the right to refuse any refund, in our sole discretion, and in any event any refund to you shall be reduced by the reasonable expenses already incurred by us.

8.4.Where you elect to apply the Exhibition Fee to another of our events, we are under no obligation to provide the same Exhibitor Rights for the same Exhibition Fee.

8.5.We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of an event or series of connected events outside our reasonable control (including, without limitation, acts of God, floods, lightning, storm, fire, explosion, war, military operations, acts or threats of terrorism, strike action, lock-outs or other industrial action or a pandemic, epidemic or other widespread illness).

8.6.Subject to clause 7.3 and 8.2, no refunds will be given in respect of any cancellations.

8.7.You acknowledge that the terms of this clause 7 represent a genuine pre-estimate of our losses.

8.8.We reserve the right to cancel any purchase by a gambling or adult related company.

TERM AND TERMINATION

9.1.This Agreement shall take effect on the date that you pay the Exhibition Fee ( the Effective Date ) and shall continue until completion of the Event ( the Term ), unless terminated early in accordance with its terms.

9.2.We may terminate this Agreement within fourteen (14) days of the Effective Date, for any reason and with written notice to you. In the event that we terminate under this clause 8.2, we shall refund the Exhibition Fee to you as soon as reasonably practicable.

9.3.Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other:

9.3.1.has committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within 14 days of being required to do so by written notice; or

9.3.2.ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.

9.4.Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.

9.5.Upon termination of this Agreement by us in accordance with this clause 8, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off.

9.6.Upon expiry or termination of this Agreement, the parties agree that:

9.6.1.our obligations to provide any further Exhibitor Rights shall cease;

9.6.2.subject to clause 9.6.3, any licences granted pursuant to this Agreement shall immediately cease;

9.6.3.this clause 9, (Term and Termination) and clauses 7 (Intellectual Property Rights), 10 (Limitation of Liability), 11 (Confidentiality) and 13 (General) shall continue in force; and

9.6.4.you shall cease to exercise the Exhibitor Rights.

LIMITATION OF LIABILITY

10.1.Subject to clause 10.3, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with this Agreement or otherwise in connection with the Event, shall be limited to the Exhibition Fee paid by you.

10.2.Subject to clause 9.3, we shall not be liable to you for: (i) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or (ii) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

10.3.Nothing in this Agreement shall limit or exclude a party's liability for:

10.3.1.death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

10.3.2. fraud or fraudulent misrepresentation; or

10.3.3. any other liability which cannot be limited or excluded by applicable law.

CONFIDENTIALITY

11.1.Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential in nature (which shall include details of the Exhibition Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.

11.2.Each party shall only disclose such confidential information: (i) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and (ii) to the extent that such confidential information is required to be disclosed by law.

ANTI-BRIBERY

12.1.You warrant that you shall:

12.1.1.comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption;

12.1.2.comply with such of our anti-bribery and anti-corruption policies as are notified to you from time to time; and

12.1.3.promptly report to us any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the performance of this Agreement.

12.2.Breach of this clause 11 shall be deemed a material breach of this Agreement.

GENERAL

13.1.This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

13.2.You may not assign, sub-licence or otherwise transfer any of your rights or obligations under this Agreement without our prior written agreement.

13.3.Notices shall be sent by email to the other party at the address provided. In the absence of proof of non-delivery, notices are deemed received one working day after being sent.

13.4.You acknowledge that you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement (save that this shall not apply so as to limit or exclude either party's liability for fraud).

13.5.This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.

13.6.This Agreement and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of England and Wales.

TICKET PAYMENTS & DELIVERY

1.1. In consideration of the Ticket price (as applicable and as advertised on our website), we shall grant the Purchaser a Ticket to the Conference, subject to these Terms and Conditions. Purchase of a Ticket andor entry to the Conference shall be deemed to be acceptance of these Terms and Conditions.

1.2. The Ticket price is exclusive of value added tax, which shall be added to the price and paid by the Purchaser.

1.3. The Tickets must be paid for in full prior to entry to the Conference.

1.4. Of there is an evidence of non-valid and not fully-paid ticket, we reserve the right to refuse the entry.

1.5. After the payment is completed, Tickets shall be delivered in electronic soft-copy via email to the email address and bearing the Attendee’s name as nominated by the Purchaser. The Ticket acts as a receipt for the transaction and can be used to redeem entry at the Conference. A printed hard-copy Ticket or an electronic soft-copy Ticket detailing the reference number can be used to register at the Conference.

1.6.The Ticket must be used by the individual named on the Ticket. Attendees should provide a valid identification document on request.

2. TRANSFERS & REFUND

2.1. Tickets cannot be transferred to another person and shall only be refundable at our discretion.

2.2.Tickets may not be copied or resold.

3. CONDUCT AT THE CONFERENCE

3.1. Only Attendees entering the Conference with a Company Ticket may promote, advertise or represent advertising network, affiliate network, traffic source, advertiser or agency during the Conference.

3.2. If an Attendee entered the Conference with an Attendee Ticket, but is promoting, advertising or representing advertising network, affiliate network, traffic source, advertiser or agency etc., the organizer of the Conference may

3.2.1. cancel such Attendee's Ticket;

3.2.2. deny the entry to the Conference andor remove the attendee from the Conference

3.4. If we reasonably believe that the Attendee is behaving inappropriately, we may remove the Attendee from the Conference;

3.5. No Attendee may host or promote any event purporting or holding itself out to be associated with the Conference during the days of the Conference, without our prior written approval.

3.6. All Attendees shall comply with all relevant laws and regulations which may apply in relation to their attendance at the Conference and each Attendee will indemnify and keep indemnified and defend (at their own expense) us against all costs, claims, damages or expenses suffered or incurred by us or for which we may become liable due to any failure by that Attendee or their employees or agents to comply with these Terms and Conditions or any applicable laws and regulations.

4.CANCELLATION OR CHANGES BY THE COMPANY

4.1.We may need to change or cancel the Conference schedule, venue and specifications based on factors that are out of our control. If the cancellation is required, we shall refund, at our discretion, all or a portion of the Ticket cost (in case the Organizer has already processed some fees).

4.2.We may change these Terms and Conditions from time to time with or without the notice to Purchasers or Attendees. Updated Terms and Conditions will be stored on our website.

5. LIABILITY

5.1.Attendees are responsible for any damages caused by them to the Venue, allocated space, property, furnishings and equipment and shall pay to us on an indemnity basis the amount required to replace the damaged.

5.2.To the extent permitted by law, we are liable for any special, indirect, consequential or pure economic loss including but not limited to personal injury, loss of profits, loss of business, andor similar losses.

5.3.We will not accept liability for loss or damage to any object, equipment, furniture, stock or any other property brought into the Venue by any Attendee. We and our suppliers will assist Attendees with storage of their equipment or property but we exclude liability for the loss or damage of those items or property.

6. ALCOHOL

No alcoholic drinks may be brought into the Venue by any Attendees for the consumption.

7. MISCELLANEOUS

No other terms shall apply to this Agreement and these terms contain the entire agreement and understanding between us in respect of all matters which are referred to herein and supersede any prior, written or oral agreement between us relating to such matters. Each Purchaser and Attendee confirms that in accepting these Terms and Conditions.

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