These are the General Terms and Conditions (these "GTC") that govern your participation in any virtual event operated by HealthCareFairs (the "Virtual Event"). By registering for the Virtual Event, you agree to these GTC form a binding contract between the Virtual Event owner, PracticeMatch Corporation ("Owner" or "we") and the registered attendee or participant ("you" or "Registrant").
1 Registrant Requirements
- 1.1 Access. Your registration entitles you to access the Virtual Event for which you have registered. All other costs associated with your attendance shall be borne solely by you, and Owner shall have no liability for such costs.
- 1.2 Use of Likeness. By participating in the Virtual Event, you grant to Owner the right to record, film, live stream, photograph, or capture your likeness in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant to Owner includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media.
- 1.3 Virtual Event Content. You acknowledge and agree that Owner, in its sole discretion, reserves the right to change any and all aspects of the Virtual Event, including but not limited to, the Virtual Event name, themes, content, program, speakers, performers, hosts, moderators, venue, and time. Virtual Event content may be recorded by Owner and accessible to paid registrants.
2 Prohibited Conduct
- 2.1Limitation of Use. By registering for a Virtual Event, you agree not to sell, trade, transfer, or share your access link and/or code. By registering for a paid Virtual Event, you agree not to share, sell or trade your access. If Owner determines that you have violated these policies, Owner may cancel your
access, retain any payments made by you, and/or ban you from future Virtual Events.
- 2.2 Disruptive Conduct. You acknowledge and agree that Owner reserves the right to remove you from the Virtual Event if Owner, in its sole discretion, determines that your participation or behavior disrupts or hinders the Virtual Event or interferes with the enjoyment of the Virtual Event by other Registrants.
- 2.3Recording, Live Streaming, and Videotaping. Registrants may not record or broadcast audio or video of the Virtual Event without the prior written consent of Owner.
- 2.4In addition to the requirements and prohibitions set forth above, Owner may also exclude any prospective participant from registering for or participating in any Virtual Event, in Owner's sole discretion.
If Owner is prevented from holding a Virtual Event as a result of any cause beyond its control, or the Virtual Event cannot be conducted because of a software or issue with the hosting platform or due to acts of God, strikes, labor disputes, government requisitions, restrictions or war or apparent act of war, terrorism, disaster, civil disorder, epidemic or pandemic, curtailment or restriction on transportation facilities, or any other comparable calamity, casualty, or condition (collectively a "Force Majeure"), Owner shall have the right to terminate the Virtual Event without liability and shall be relieved of its obligations to Registrant. If the Virtual Event is terminated due to a Force Majeure occurrence before the first day of the Virtual Event, Owner may reschedule the Virtual Event, in which case your registration will be applied to the rescheduled Virtual Event.
4 Virtual Event Registration Confirmation
- 4.1 Once you have completed your registration, you will receive your registration confirmation by email. Please ensure that your valid email is entered correctly on the registration form. Be sure to check your junk email box, too, in case any of your Virtual Event email(s) are caught by spam filters.
- 4.2 You will receive essential information for registered attendees electronically at the email address and mailing address that are provided on your registration form.
- 4.3 In addition, you will also be added to the Virtual Event participant list for notifications of future Virtual Events. If you would like to opt-out of any of these benefits, a link will be provided in each email to opt-out.
5 Intellectual Property
- 5.1 All intellectual property rights in and to the Virtual Event, the Virtual Event content, and all materials distributed at or in connection with the Virtual Event are owned by Owner, or the Virtual Event exhibitors, sponsors or speakers presenting at the Virtual Event. You may not use or reproduce or allow anyone to use or reproduce any trademarks or other trade names appearing at the Virtual Event, in any Virtual Event content or in any materials distributed at or in connection with the Virtual Event for any reason without the prior written permission of Owner.
- 5.2 For the avoidance of doubt, nothing in these GTC shall be deemed to vest in you any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by Owner or any of its affiliates; nor does these GTC grant to you any right or license to any other intellectual property rights of Owner or its affiliates, all of which shall at all times remain the exclusive property of Owner and its affiliates.
6 Disclaimer of Warranties, Limitation of Liability
- 6.1 Owner gives no warranties with respect to any aspect of the Virtual Event or any materials related thereto or offered at the Virtual Event and, to the fullest extent possible under the laws governing these GTC, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. The Virtual Event is provided on an "as-is" basis. The views, opinions, and positions expressed by the speakers, attendees, exhibitors or sponsors at the Virtual Event are theirs alone and do not necessarily reflect the views, opinions, or positions of Owner or any employee thereof. Owner makes no representations as to accuracy, completeness, timeliness, suitability, or validity of any information presented by speakers, attendees, exhibitors, or sponsors at a Virtual Event and will not be liable for any errors, omissions, or delays in this information or any losses, injuries, or damages arising from its display or use. Owner does not endorse and expressly disclaims all liability relating to, any of the products or services provided by speakers, attendees, exhibitors, or sponsors.
- 6.2 Except as required by law, neither Owner nor its affiliates shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the Virtual Event or other aspect related thereto or in connection with these GTC.
- 6.3 Except as prohibited by law, the maximum aggregate liability of Virtual Event for any claim in any way connected with, or arising from, the Virtual Event or these GTC, whether in contract, tort, or otherwise (including any negligent act or omission), shall be limited to the amount paid by you to Owner under these GTC.
Owner's failure to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these GTC is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these GTC shall otherwise remain in full force and effect and enforceable. These GTC are not assignable, transferable or sub-licensable by you except with Owner's prior written consent. These GTC shall be governed by the laws of the State of Missouri and the parties shall submit to the exclusive jurisdiction of Missouri courts. A party that substantially prevails in an action brought under these GTC is entitled to recover from the other party its reasonable attorneys' fees and costs. Both parties agree that these GTC (plus the Exhibitor Terms and Conditions) are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these GTC, and that all modifications must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these GTC and you acknowledge that you do not have any authority of any kind to bind Owner in any respect whatsoever.
In addition to the GTC, if you are an Exhibitor at a Virtual Event, the following Exhibitor Terms and Conditions apply to you:
PracticeMatch Corporation ("Owner") is referred to herein as "the Organizer". "Exhibitor" refers to the Registrant indicated in the services agreement applicable to the Virtual Event entered by Exhibitor with Owner or its affiliate (the "Agreement"). The GTC and these Exhibitor Terms and Conditions are part of the Agreement. In the event of a conflict between the Agreement and the GTC or these Exhibitor Terms and Conditions, the GTC or these Exhibitor Terms and Conditions shall govern.
- Payment and Terms:
- (a) The Exhibitor Fee is the fee payable by the Exhibitor to license the Virtual Exhibition Space and receive related services. The amount and payment terms are stated in the Agreement. All payments are non-refundable except as otherwise expressly provided herein. The entire Exhibitor Fee must be paid in full prior to the Virtual Event dates. In the event of total or partial cancellation (space size reduction) by the Exhibitor, the participation fee will not be reduced or refunded, and the total amount will be due.
- (b) If the Exhibitor fails to pay the entire Exhibitor Fee when due, or fails to comply with any of the terms and conditions or rules and regulations, the Organizer may reassign the virtual exhibition booth location reserved for the Exhibitor and/or may resell the exhibition booth location to another party. The Organizer reserves the right to charge interest on all overdue amounts under this Agreement.
- (a) If the Exhibitor cancels or breaches the Agreement for any reason whatsoever, in addition to whatever rights the Organizer may have under applicable law, any payments made by the Exhibitor prior to the date of termination shall be retained by the Organizer as liquidated damages and not as penalty. The Organizer and the Exhibitor agree that such amounts constitute a reasonable provision for liquidated damages. The Exhibitor shall also be liable for any payments required to be paid but not paid as of date of cancellation or breach of this Agreement.
- (b) If the Virtual Event is terminated or cancelled by the Organizer due to any cause not within the control of the Organizer, the Organizer shall not be liable for delays, claims, demands, damages, losses, increased costs, liabilities, changes, actions, expenses, or any other unfavorable direct or indirect, consequential, or other condition resulting from such termination or cancellation. Upon such termination or cancellation, the Organizer shall not be liable to the Exhibitor other than for a refund of the Exhibitor Fee paid by the Exhibitor prorated on the basis of the number of exhibition days remaining. For purposes hereof, the phrase "cause not within the control of the Organizer" shall include fire, casualty, flood, epidemic, earthquake, explosion, or accident, blockage, embargo, inclement weather, governmental restraints, restraints, or orders of civil defense or military authorities, act of public enemy, riot, or civil disturbance or commotion, malicious damage, sabotage, vandalism, acts of terrorism, or other similar activities, strike, lockout, boycott, or other labor dispute, or disturbance, inability to secure sufficient labor, technical or other personnel, absence of premises required for the Exhibition, failure, impairment, or lack of adequate transportation facilities, inability to obtain or requisition, or command necessary supplies, or equipment, change in local, state, or other law, ordinance, rule, order, decree, or regulation, whether legislative, executive, or judicial, and whether constitutional, or act of God and the words "act(s) of" shall include "threat of or perceived threat of".
- (c) The Agreement may be terminated by the Organizer if in the Organizer's reasonable opinion, the Exhibitor does not or may be unable to perform or comply with any of its obligations.
- (d) Upon termination of the Agreement for any reason, the license granted is revoked and thereupon the Exhibitor shall immediately leave the Event Premises and remove the Exhibit.
- Virtual Booth Assignment:
- (a) The Organizer shall use reasonable efforts to make virtual booth assignments in accordance with the Exhibitor's requests. However, the Organizer reserves the right to make final determination of all booth assignments. The Organizer shall have no liability for its failure or inability to comply with the Exhibitor's requests, and the Exhibitor shall have no right to cancel these Agreement because of the Organizer's failure to comply with the Exhibitor's requests.
- (b) Virtual Event booths will be allocated at the Organizer's full discretion. The Organizer may change the floor plan and/or the configuration of the exhibition booths.
- No Assignment or "Subletting" of Space:
- (a) The assigned booth space is for use by the Exhibitor only. The Exhibitor may not assign the Agreement and may not permit or "sublet" all or any part of its assigned booth space to any other business or firm unless the Organizer has given prior written approval. Any such assignment, permission, or "sublease" without the Organizer's prior written approval shall be null and void.
- (b) The Exhibitors are not permitted to give their assigned booth space either fully or in part to a third party, whether for payment or free of charge.
The Exhibitor represents, warrants, and undertakes that it is entering into the Agreement as principal and not as agent or nominee of any third party, and the exhibits to be displayed and/or materials uploaded by the Exhibitor at the Virtual Event do not infringe or are not likely to infringe any patent, trademark, copyright, and other intellectual property right of any party and it agrees that in the event of any breach of the representations, warranties, and undertakings herein contained in the Agreement, the license herein granted may be terminated by the Organizer (without the Organizer being liable for any damages or claim whatsoever and without prejudice to the Organizer's other rights and remedies) and the Exhibitor shall indemnify the Organizer against all claims, demands, losses, liabilities, charges, actions, and expenses incurred by the Organizer as a result of such breach.
- Right to Reject or Eject:
The Organizer may reject, eject, or prohibit the Exhibitor or its representatives, with or without giving cause. If cause is not given, the maximum liability of the Organizer (if any) shall not exceed the prorated amount of the Exhibitor Fee paid by the Exhibitor based on the number of days of the exhibition remaining at the time of ejection. If the Exhibitor or its representatives are ejected for violation of any provisions of these Agreement, no refund of any portion of the Exhibitor Fee shall be made.
The Exhibitor shall be liable for and shall insure, indemnify fully and effectively, and hold the Organizer and its affiliates harmless against any and all costs, claims, demands, losses, liabilities, charges, actions, and expenses which any of them may be subject to, or may incur or which may be made, claimed, or instituted against them or any of them as a result of any act, breach of any of the terms of the Agreement, omission, conduct or failure of the Exhibitor or its directors, officers, agents, invitees, or independent contractors. The Exhibitor's indemnity shall extend to cover all losses caused to any persons or property, however caused by the Exhibitor or its personnel, or otherwise arising while said persons are accessing the Virtual Exhibit booth or downloading exhibitor materials.
- Liability Limitation:
The liability of the Organizer (if any) shall under no circumstances (whether arising from breach of contract, or otherwise) exceed the amount of the Exhibitor Fee paid by the Exhibitor.