Tarsus Connect Terms and Conditions
By purchasing or licensing any product or service from or registering to attend, exhibit at, or sponsor any event in which Tarsus Connect LLC or its affiliates (collectively, “Connect”) plays a role as an organizer or facilitator, you hereby agree to the following Terms and Conditions, which together with the order form or other contract entered into between you and Connect constitute the “Agreement”. All references herein to “you” are deemed to mean the organization or company that has entered into the Agreement or the individual who entered into the Agreement if they did so in their individual capacity.
Because Connect offers a variety of products and services, not all of these Terms and Conditions may be applicable to you. They are divided into the following sections:
- Universally Applicable: This section applies to you regardless of what you have purchased.
- Attendee: This section applies to you if you are attending an event.
- Sponsor: This section applies to you if you are purchasing a sponsorship package for an event.
- Exhibitor: This section applies to you if you are securing exhibition space at an event.
- Advertiser: This section applies to you if you are purchasing advertising in any medium.
Note that in addition to the Universally Applicable section, more than one of the other sections may apply to you depending on your particular Agreement. For example and without limitation, an Exhibitor is also bound by the Attendee section by being present at the event; similarly, an Attendee who purchases advertising in connection with an event is bound by both the Attendee and the Advertiser sections.
Universally Applicable Terms and Conditions
Binding Nature. By entering into an Agreement with Connect, whoever signs the applicable order form or contract on behalf of an organization or company represents and warrants that they have authority to bind their organization or company and that their organization or company will be liable for payments due and all other obligations hereunder. Cancellation Fees may apply; see Terms and Conditions for details.
Notices. Unless specifically stated otherwise in one of the sections below, all notices to Connect should be delivered to:
Tarsus Connect LLC
15 Technology Parkway South, Suite 250
Norcross, GA 30092
Notices will be effective when received by Connect.
Representations and Warranties. Connect gives no representations or warranties with regard to any aspect of any event or any advertising placement, which are provided “as-is”, and Connect disclaims any and all such representations or warranties, whether express or implied, including without limitation representations or warranties related to the number or types of attendees or outcome of any level of participation in an event or placement of any advertising, or of merchantability or fitness for a particular purpose.
Force Majeure. Except for payment obligations, neither party shall be deemed in default of this Agreement, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to strikes, boycotts, war, acts of God, natural disasters, labor troubles, riots, delays of commercial carriers, restraints of public authority, pandemics, epidemics, or other public health threats, government-mandated shutdowns, or for any other reason, similar or dissimilar, beyond the parties’ reasonable control, provided that the party relying upon this section (i) gives the other party prompt written notice thereof and (ii) takes reasonable steps under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that if a force majeure event described in this section extends for a period in excess of sixty (60) days in the aggregate, either party may immediately terminate this Agreement. Upon such termination, any non-refundable fees paid by you will be credited to future events or advertising placements to be selected at your discretion.
Hold Harmless and Indemnification. You agree that neither Connect, nor any of its employees, agents, contractors, licensees, or other related parties shall be liable for any claims, losses, damages, medical emergencies, sickness, death, injuries, or other liability which may be sustained by any person or property while traveling to, attending, or participating in an event or arising from any other goods or services furnished by Connect hereunder. You agree that you will hold harmless and indemnify Connect and its affiliates, contractors, licensees, and other related parties, and each of their officers, directors, shareholders, employees, representatives, agents, and contractors from every claim, liability, expense (including attorneys’ fees), cost, or injury to persons or property related to any allegation that may arise from attending or otherwise participating in an event or receiving or using any other goods or services furnished by Connect hereunder. Claims for which this indemnification obligation apply include, without limitation: (i) your presence or other participation at an event, including but not limited to subrogation claims by anyone having a contract of insurance with you; (ii) claims of damage or loss to the facility hosting an event or to the person or any property of you or any of your officers, agents, employees or other representatives; (iii) claims of damage or loss to any third party caused directly or indirectly by you or your actions or omissions, including but not limited to any defamation, or any infringement of any copyright, patent, trade secret or trademark; (iv) any breach by you of any obligations under this Agreement, including, but not limited to, any violation of any law, ordinance, rule, regulation, or union or guild regulation.
Disclaimer of Responsibility. In addition to the above, all exhibits, fittings, goods, personal and business property, and any other items brought to an event are at the sole risk of the attendee, exhibitor, or sponsor, as applicable. Connect shall not be responsible for the theft, loss, or damage to any of the foregoing, however caused, including by fire, water damage, or any other cause, whether foreseeable or not and regardless of whether Connect was advised of the possibility thereof or received notice thereof in advance, and neither Connect nor any other party involved in an event, including without limitation the facility owner, will carry any insurance against any such loss or damage, such insurance coverage being your sole responsibility.
Limitation of Liability and Time Period for Claims. To the fullest extent permitted by law, Connect hereby disclaims any liability for and will not be responsible for any indirect, consequential, special, or incidental costs, damages, or losses arising in any way, directly or indirectly, from the event or from this Agreement, including without limitation lost revenues, lost profits, or loss of business, loss of goodwill, or damage to reputation. Connect’s maximum liability hereunder, whether in contract, tort, or otherwise (including any negligent act or omission) shall be limited to the amount paid by you to Connect hereunder. Without otherwise limiting the foregoing, any claim hereunder must be made in writing within thirty (30) days following the last day of the applicable event or advertising placement, and failure to give such notice shall constitute a waiver of any such claim.
Choice of Law, Venue, and Waiver of Jury Trial and Class Action
- This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in Connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of Georgia.
- ANY LITIGATION BASED ON THIS AGREEMENT SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE STATE COURTS OF THE STATE OF GEORGIA THAT ARE LOCATED IN GWINNETT COUNTY, GEORGIA, AND FEDERAL COURTS IN THE NORTHERN DISTRICT OF GEORGIA. EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S ADDRESS SET FORTH IN THIS AGREEMENT. SUCH SERVICE SHALL BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.
- EACH PARTY HERETO KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING UNDER THIS AGREEMENT.
- THE PARTIES AGREE THAT ANY CLAIMS WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR OTHER JOINT ACTION WITH RESPECT TO THE CLAIMS.
Entire Agreement; No Waiver; Severability; Assignment. This Agreement constitutes the entire agreement between the parties and may only be changed by an agreement in writing signed by a duly authorized representative of the party against whom enforcement of any waiver, change, modification, or discharge is sought. If any term or provision of this Agreement is declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. This Agreement shall be binding upon the heirs, successors and assigns of the parties, subject to the terms of this Agreement regarding assignment.
Attendee Terms and Conditions
Admittance. Registration entitles the specified number of individuals to attend the applicable event; registration credentials are non-transferable.
Behavior. Each event may have its own code of conduct or other policies, and all attendees are required to comply with them. These policies may limit or prohibit things like disruptive behavior, solicitation, carrying of weapons, or other activities that may be deemed detrimental to a productive event at the discretion of Connect, the facility, and/or other organizing parties.
Health and Safety Protocols. All events will be subject to such health and safety protocols as may be issued by federal, state, and local authorities, as well as from Connect and/or the respective facility and/or other organizing parties.
Security. Connect is under no obligation to provide security for the event but may do so at its option, provided however that the presence or absence of security personnel does not and will not override your responsibilities hereunder for the safety of persons or property, and neither Connect nor the facility nor any other related party, including without limitation any security company, nor any of its or their personnel shall be liable to you for their provision of services or failure to do so. For the safety of all attendees, speakers, staff, exhibitors, and other program participants, all persons, packages, bags, and other containers are subject to reasonable search, and personal items may require being stored during the event.
Contact Information: You grant Connect the right to share your name and contact information with other event attendees, exhibitors, and sponsors. You further grant permission for Connect to contact you via phone, SMS, or email unless and until such permission is expressly revoked by you.
Use of Likeness. You acknowledge and agree that Connect and its agents, contractors, and licensees have permission to photograph and capture video content of you for use in advertising, promoting, broadcasting, or otherwise referencing the event and/or Connect’s services in any and all media throughout the universe in perpetuity without any approval or payment to you.
Event Details. Connect reserves the right to alter or change the name of any event, its venue/facility, and the official event suppliers and vendors.
No Conflicting Promotion. You may not promote or facilitate any activities that would or might draw attendees away from the event, including without limitation encouraging or facilitating attendees’ diversion to a local showroom, hospitality suite, or other non-event activity.
No Refunds; Cancellations. Event registration fees are not refundable. If an event is cancelled by Connect after registration fees have been paid, those amounts will be credited toward a future event.
Should you wish to cancel your attendance at an event for which you have registered, the following policy shall apply:
- If cancelled within thirty (30) days of the event, no refunds or credits will be provided.
- If cancelled more than thirty (30) days but less than ninety (90) days prior to the event, 50% of the registration fee will be credited toward a future event.
- If cancelled more than ninety (90) days prior to the event, 100% of the registration fee will be credited toward a future event.
Exhibitor Terms and Conditions
All Exhibitors are subject to the Attendee Terms and Conditions above and the following additional Exhibitor Terms and Conditions:
Event Manual. Connect will furnish an Event Manual to you reasonably in advance of the event, which will describe your specific rights and responsibilities relating to your status as an exhibitor at the event.
Printed and Promotional Materials. Your printed and promotional material may be distributed at the event only from your exhibit space.
Assignment of Space. Connect will allot/assign space for your exhibit as designated elsewhere in this Agreement, but reserves the right to modify or alter the position of your space as reasonably required and will endeavor to provide space of comparable size and value as originally assigned. You may not assign, transfer, share, or sublet your space to any third party without Connect’s prior written approval.
Exhibit Stand: Quality and Character, Construction, Maintenance, and Liability.
- Connect reserves the right to approve, in its reasonable business judgment, the appropriateness of all aspects of your exhibit, including without limitation the attire and conduct of your representatives. Without otherwise limiting the foregoing, you should plan to exercise good taste and judgment in how you display products and services. Connect reserves the right to restrict, modify, or remove any element of your exhibit that it deems inappropriate and for which you are unable to agree on modifications directly with Connect.
- You must not do, cause, permit or suffer to be done anything which shall in the opinion of Connect constitute a nuisance at the venue. You shall ensure that sound levels emitted from the exhibit stand shall not exceed those levels which in the opinion of Connect would cause disturbance to other stand holders or which would breach any laws, bye-laws or any other relevant rule or regulation. You must not use the exhibit stand or any part of the venue for any illegal or immoral purpose or for betting or gaming.
- Your exhibit must be accessible to all individuals with disabilities in compliance with the Americans with Disabilities Act.
- If your exhibit requires any special safety equipment for attendees it is your responsibility to furnish such equipment and you are solely responsible for any harm to persons or property resulting from the conditions that mandate the use of such safety equipment, even if such safety equipment is used as directed.
- All exhibit stands other than island sites will be required to have a standard shell scheme or an alternative scheme acceptable to Connect. A full specification of the official shell scheme is available on request from Connect. All island site stand designs must be approved by Connect in advance of the event.
- All exhibit stands and fittings must be safely and properly erected or placed and must conform to any regulations or laws of governing authorities and the facility (including fire precautions) and are subject to Connect’s approval, who may require you to submit plans in advance of erection or fitting.
- All costs and expenses of your exhibit are your sole responsibility.
- Construction and takedown/removal of your exhibit stand must occur during the days and times designated by Connect and must be performed by individuals legally authorized to perform such work.
- Your exhibit may only Connect to the facility’s electrical, gas, water, or other utilities as necessary for its operation and as approved in advance by Connect.
- Without limiting anything else herein, you are responsible for any damage to the facility caused by the construction, operation, takedown, or removal of your exhibit stand and agree to resolve any claims therefor directly with the facility.
- You must occupy the exhibit stand allocated to you by the show opening time on the first day of the event. If you fail to do so, you will be deemed to have cancelled your booking and Connect may resell or reallocate the exhibit stand.
- If Connect reasonably believes that you are engaged or intend to be engaged in activities which are deemed to be contrary to the best interests of the event or which appear unethical or to be in breach of any applicable law, Connect may without being under any liability to refund or abate any charges paid or due herein, cancel any exhibit stand allocation which may have been made to you and require you to vacate the exhibit stand allocated to you.
- Entertaining on exhibit stands by dispensation of spirits, wine, beer, mineral water, beverages and other refreshments either for eating or drinking is only permitted if Connect has granted you written permission to do so.
- No cinematographic, photographic, film, radio, television or any other apparatus which reproduces the words or actions of performers may be used in the venue unless Connect has granted you written permission to do so. If such consent is given, you must observe and comply with such conditions as Connect shall impose.
Insurance. Connect will provide you with the terms and amount of any required insurance.
Compliance. You shall abide by and observe all federal, state and local laws, ordinances, rules and regulations, all rules of the event facility, and all union and guild regulations, and you shall obtain all necessary permits or licenses for your exhibit at your sole cost and expense.
Representations and Warranties. By placing an exhibit at an event, you represent and warrant that you have all necessary rights to do so, including without limitation the right to advertise and/or sell any goods you exhibit.
Use of Event Insignia. By registering as an exhibitor at an event and upon full payment of fees therefor, Connect grants you a limited, non-exclusive, non-transferable, revocable license to use the approved name and logo for the event solely for the purpose of promoting your presence as an exhibitor at the event, provided that you do not use any of the foregoing in a misleading manner, including without limitation to indicate that you are a sponsor of the event unless you actually are.
Use of Your Name and Logo. By registering as an exhibitor at an event, you grant Connect the right to use your name and logo in any manner and in any media related to the event or to Connect’s business, including without limitation by identifying you as an exhibitor at the event.
Termination. Connect may terminate this Agreement by serving at least 10 days’ notice in the following circumstances :
(a) In the event you commit an act of bankruptcy or (being a company) going into liquidation (whether voluntary or compulsory, other than a member’s voluntary winding up for the purpose of amalgamation or reconstruction), or any analogous event in any jurisdiction;
(b) In the event that there is a 50% drop against predicted registration numbers at the event; and
(c) Connect believes that it is reasonable to cancel or postpone the event for health and safety reasons.
Sponsor Terms and Conditions
Sponsor Rights. By purchasing sponsorship of an event, you will receive only those elements identified as part of your sponsorship package.
Use of Event Insignia. By purchasing a sponsorship package for an event and upon full payment of fees therefor, Connect grants you a limited, non-exclusive (unless specifically agreed as part of your package), non-transferable, revocable license to use the approved name and logo for the event solely for the purpose of promoting your sponsorship of the event, provided that you do not use any of the foregoing in a misleading manner, for example by overstating your level of sponsorship.
Use of Your Name and Logo. By purchasing a sponsorship package for an event, you grant Connect the right to use your name and logo in any manner and in any media related to the event or to Connect’s business, including without limitation by identifying you as a sponsor of the event.
Insurance. Connect will provide you with the terms and amount of any required insurance.
Advertiser Terms and Conditions
Payment and Payment Terms. Fees will be due and payable no later than ten (10) days from signature. Timely payment is of the essence of this Agreement. Without limiting any other right or remedy available to it hereunder or at law or equity, Connect may withhold any advertising placements hereunder and/or terminate this Agreement if you fail to make timely payments and do not bring your account current within five (5) days of receipt of notice of your delinquency from Connect. Without otherwise limiting the foregoing, past due amounts will accrue interest at the rate of 1.5% per month or the highest rate allowable by law, whichever is lower, and you will be liable to Connect for its reasonable expenses (including attorneys’ fees) incurred in the collection of past due amounts from you.
Advertiser Materials. You will provide all necessary brand guidelines and high res assets (logos, product shots, social images etc.) required by Connect within the time frame specified by Connect but in no event less than three (3) business days prior to the launch date of the placements described in this Agreement. If a client misses the materials deadline provided, they automatically forfeit the campaign, no credit or makegood will be given as inventory is limited. Advertiser hereby grants to Connect a non-exclusive, non-transferable, royalty-free license to use and reproduce such materials to the extent necessary or appropriate to fulfill Connect’s obligations under this Agreement.
Termination. Connect may terminate this Agreement immediately if you breach any portion of this Agreement. Upon termination, all amounts due under this Agreement shall immediately become due and payable.
Cancellation and Makegoods. Unless otherwise expressly agreed in writing, you may not cancel the specific placements identified in the Agreement. In no event will fees be refunded; in the event any specific placements are not delivered as contracted for, your sole remedy shall be for Connect to furnish makegoods of comparable value.
Representations and Warranties/Indemnity. In addition to any other provisions herein:
- You represent and warrant that: (i) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (ii) you own (or have the right to use) all content, including all trademarks and copyrighted material, provided to Connect or otherwise used by you pursuant to this Agreement; (iii) the advertising and any other content published or displayed pursuant to this Agreement will not violate or infringe any law, rule, regulation or right of any third party; (iv) you will fulfill all representations and commitments made in any advertising; and (v) you will act at all times in accordance with all applicable laws, rules and regulations.
- You shall indemnify, defend and hold harmless Connect and its affiliates, contractors, licensees, and other related parties, and each of their officers, directors, shareholders, employees, representatives, agents, and contractors from every claim, liability, expense or injury related to any allegation regarding: (i) the breach of any representation or warranty made, or failure to perform any obligation undertaken, by you pursuant to this Agreement; (ii) the content of, or representations made in, any advertising; and (iii) any other content, material or information provided, created or used by Advertiser. Connect will have the right to control the defense of any claim involving Connect.
Sponsored Content/Brand Integration/Advertorial Placements. If you are purchasing sponsored content, brand integrations, or advertorial placements (“Sponsored Placements”), all of the content, services and/or materials furnished by Connect in Connection with the Sponsored Placements shall be considered “Connect Services and Materials”. With respect to the Connect Services and Materials, the parties agree as follows:
- You take no ownership interest in any of the Connect Services and Materials (except for the materials furnished by you as such may be included therein).
- You shall have approval and consultation rights with respect to the Sponsored Placements only as may be specifically described in the Agreement. With respect to any such Sponsored Placements for which you have an approval right, Connect will endeavor to deliver each such proposed Sponsored Placement in sufficient time to permit you to meaningfully to exercise your approval right. You will exercise your approval rights (if any and if applicable) in a reasonable and timely manner and without intent to frustrate the purposes of this Agreement or cause Connect to incur unbudgeted costs.
- Notwithstanding your review and/or approval of any Sponsored Placements, and except as otherwise specifically set forth in the Agreement, Connect shall be responsible for planning, managing, and operating on a turnkey basis all aspects of the Sponsored Placements (other than the materials furnished by you and any claims expressed or implied by them). With respect to all Connect Services and Materials, Connect shall be responsible for compliance with all responsibilities of a publisher, including without limitation: (a) clearing rights to content and third party materials as necessary (including without limitation obtaining all necessary rights to feature any people, places, music, or products in the Connect Services and Materials but excluding any featured in the materials you furnish to Connect); and (b) placing any disclosures as may be mandated by the FTC or any other regulatory or governmental bodies.