Last Revised: October 19, 2022
1.1 Shoptalk Online Retail Meetup event (the “Event”) is organized by Shoptalk Commerce, LLC (“Shoptalk”).
1.2 In consideration of us accepting your Registration (defined in clause 3.2) and payment of any applicable fees in accordance with clause 3.4 (“Fees”), we grant the Participant(s) the right to attend the Event.
1.3 These Terms and Conditions together with any other click-through terms and any documentation relating to your registration including the rules and regulations of the owner or operator of the venue in which the event is taking place (“Venue”) form the agreement between Shoptalk and you in relation to the Event (the “Agreement”).
1.4 For the purposes of the Agreement:
a) references to “we” “us” and “our” means to Shoptalk;
b) references to “you” and “your” means the company or individual entering into the Agreement;
c) “Participant” means the individual(s) within your company on behalf of whom you are booking the delegate Tickets in their capacity as a delegate to the Event. Participant shall be taken to include “Participants” unless the context otherwise requires.
2.1 By submitting your Registration (as defined in clause 3.1), you agree to the terms of this Agreement which will bind you.
2.2 If you are completing the registration on behalf of another individual, you confirm that you have (a) made them aware of the Agreement and (b) have authority to enter into the Agreement on their behalf.
2.3 If you or the Participant do not comply with the Agreement, both we and the Venue may restrict your access to the Event and/or remove you from the Venue as well as exercising any other rights or remedies we might have as a result of your non-compliance.
2.4 The version of the Agreement in force on the day you purchase the Ticket shall apply to you. However, we reserve the absolute right to update the terms on our website from time to time without notice. Accordingly, you should check the latest terms each time you register for an event.
3. Registering For The Event
3.1 Please follow the onscreen prompts to register to attend the Event (“Registration”). You may only register using the method set out on our website.
3.2 After submitting your Registration, you will receive an email from us acknowledging that we have received it. This does not mean we have accepted your Registration.
3.3 We shall confirm our acceptance of your Registration by email. We reserve the right, in our sole and absolute discretion, to reject any Registration. If we do not accept your Registration, we will notify you by email.
3.4 We shall not charge any fees that are payable for your Registration (“Fees”) until we have confirmed our acceptance in accordance with clause 3.3.
3.5 We shall issue you a ticket which grants you (and any Participant) entry to the Event (“Ticket”) when we have received payment of the Fees.
4. Attendee Requirements
4.1 You acknowledge and agree that unless the costs are included in the Fees, you are solely responsible for all costs that you incur relating to the attendance at the Event (including, without limitation, any travel costs and any costs relating to your or your guests presence at the Event). Without prejudice to the generality of the foregoing, it is your responsibility to check and ensure that you (and any Participant) obtain all necessary and appropriate documentation for entry into the country where the Event is being held. This includes but is not limited to valid passports, visa, vaccination certificates and any other documentation that you may need.
4.2 You are responsible for making your own arrangements to attend the Event including travel and accommodation. Unless any item is specifically referred to in the description of the Ticket, you should assume it is not provided.
4.3 Tickets and appropriate photographic identification must be produced for inspection upon request by any official, steward or third party authorized by us at the Venue or any police officer and/or on admission or re-admission (if re-entry is permitted). Failure to do so may result in you being (a) denied entry to the Event; (b) asked to leave the Venue; or (c) not being allowed to re-enter the Venue (if re-entry is permitted).
4.4 On first admission to the Event, you will be provided with an attendee badge. Attendee badges must be worn at all times in the Event areas and you must not share, transfer, sell or trade your badge.
4.5 You warrant that you will comply with (and shall procure that any Participant shall comply with): (a) all reasonable instructions and directions issued by or on behalf of us in connection with your participation at the Event; (b) any instructions or directions given in relation to the use of the Venue (including any rules set out in any Venue manual); (c) all relevant laws and regulations relating to your attendance at the Event; and (d) any further specific rules which apply to the Venue. We shall not be responsible for any failure or delay where such failure or delay occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.
4.6 You shall not (and procure that a Participant shall not) distribute any products, materials, pamphlets or other advertising which may be considered by us to be defamatory or offensive or may infringe the intellectual property rights of another party.
4.7 You will defend, indemnify and hold harmless us and our third party service providers, officers, directors, employees, contractors, agents, representatives, successors and assigns, from and against all costs (including reasonable attorneys fees), expenses, damages, claims, losses and liabilities suffered or incurred by us (or any of our group companies) arising from your (or your Participants) attendance to the Event or by virtue of any other acts or omissions by or on your (or your Participants) behalf at the Venue.
4.8 If you or a Participant breach the warranties given in clauses 4.5, we shall be entitled to terminate the Agreement.
5.1 You shall not (and procure a Participant shall not) at any time do or say anything, or be associated with anything, any party or any statement, which is, or which is widely reported as being, or which may be considered by us to be detrimental or prejudicial to or to adversely affect the name, image, reputation of our business or the business of any other participant at the Event or the Venue.
5.2 While at the Venue, you will not (and procure a Participant will not) engage in any conduct or activity that, in our view or the view of the Venue: (i) creates a dangerous situation; (ii) puts at risk an individual’s personal security; (iii) is against public order; or (iv) which any other participant at the Event may find offensive, defamatory or derogatory in anyway.
5.3 If you or a Participant act in such a way that breaches this clause 5 or are otherwise in breach of any Venue regulations, we may terminate the Agreement.
6.1 Fees are due upon us confirming your Registration.
6.2 If payment is not received by us when due, we shall be entitled in our discretion: (a) to cancel any Ticket that may have been issued automatically; and (b) the terms of clause 15.4(b) to 15.4(d) shall apply.
6.3 You must pay all amounts due to us under the Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). All sums due under the Agreement are exclusive of any applicable sales tax which shall be paid by you at the rate from time to time in force.
6.4 Unless otherwise agreed by us in writing, you shall not be permitted entry to an Event if any sums are owed by you (or any of your group companies) to us (or any of our group companies), at the date on which the Event commences, in respect of any services that we (or one of our group companies) have contracted to provide.
6.5 You shall make all payments by credit/debit card or bank transfer in such currency as set forth in the Registration (unless otherwise agreed with us).
6.6 We reserve the right to charge interest at the rate of 2.5% or the maximum percentage permitted by law, whichever is lower, on overdue payments.
6.7 Once we have accepted your Registration, your fees will not be adjusted downward based on any sponsorship, discount or any other reason. Furthermore, if your Registration was at a discounted rate and you fail to make payment when the payment is due, the discount will no longer apply and we reserve the right to charge the rate applicable at the time that payment is made.
6.8 There are no special rates for daily attendance or any other form of part attendance. Even if you attend one day or only part of the Event you will have to buy a Ticket for the whole Event. If you register using a special rate that is not applicable to you, you hereby give us the right to charge your card for the difference, upon us giving you notice that we do not agree with your selection of a special rate.
6.9 You shall not be entitled to withhold any payment of the Fees (in whole or in part) due to us on the basis that you have or may have a claim, counter claim or right of set-off against us.
7. Substitution Policy
7.1 You acknowledge and shall bring to the attention of all Participants that Tickets for the Event are non-refundable.
7.2 Subject to clause 7.3 and clause 7.4, you may, via the site, transfer your Ticket to another person, provided that you make them aware that their attendance at the Event shall be subject to the Agreement.
7.3 If, after we have accepted your Registration, you then become a confirmed speaker at the Event, you cannot transfer your Ticket to another person.
7.4 Once you have received your badge on site, it cannot be changed, substituted or reissued to a different person. Registered attendees cannot convert their passes to complimentary sponsor passes.
8. Event Alteration or Cancellation
8.1 It may be desirable or necessary for us to alter the Event, for example, the advertised content, timing, date and/or location of the Event, with consequential impacts on the Ticket. We reserve the right to do this at any time prior to the Event. In the event of such alterations, we shall have no liability to you provided the Event and thereby the Ticket, as altered, is substantially similar to that as originally sold. We will provide you with notice of any alterations as soon as is reasonably practicable.
8.2 We reserve the right to cancel the Event and the Ticket at any time and will provide you with notice of the same as soon as is reasonably practicable.
8.3 Where: (i) the alterations being made are such that the Event and thereby the Ticket, as altered, are not substantially similar to that as originally sold; or (ii) the Event and the Ticket is cancelled (other than for reasons of force majeure as provided under clause 13) you shall be entitled to a credit (for the value of any fees already paid under the Agreement) to be used for the Event and the Ticket as altered or any future event held by us of your choice. Alternatively, if the Event and related Ticket is cancelled and we do not plan to hold the same or substantially similar event in future, you may request a refund (calculated by us in good faith) of an amount that reflects the total sums paid by you at the date of cancellation minus the value of any rights, goods and/or services provided by us to you prior to the date of cancellation. Any such refund shall be paid by us as soon as reasonably practicable following receipt of your request.
9. Data Protection
9.1 We may process personal data of you or your Participants, such as their contact information (for example, name, business telephone number, job title and business email address) for the purpose of meeting our obligations under this Agreement and for managing our general relationship with you. In doing so we shall comply with applicable data protection laws.
9.2 To the extent that the Participant or you collect personal data at the Event, the Participant and you acknowledge that you are responsible as data controller for compliance with all applicable data protection laws in respect of any collection and subsequent processing of personal data that you or the Participant collects, through electronic scanning of identification badges or otherwise. Whether in the course of your or the Participants attendance at the Event or in relation to any other activities related to the Event.
10. Intellectual Property
10.1 We grant to you a non-transferable, non-exclusive, royalty free license to use the Event logos and trademarks (the "Event Marks"), during the Term (as defined at clause 15), solely to promote your attendance at the Event. You shall comply with our reasonable instructions in relation to your use of the Event Marks.
10.2 You acknowledge that all intellectual property and similar and related rights (including, without limitation, trademarks, copyright, design rights, know-how, confidential information and goodwill) in and relating to the Event Marks, the Event and any materials provided by or produced by us in relation to the Event shall be owned by us (or the applicable third party licensor). Except for the rights and licenses expressly set forth in this Agreement, no other right is granted, no other use is permitted and all other rights are expressly reserved by us.
10.3 You and the Participant will not at any time take any action nor fail to act, the result of which would either: (a) contest, impair or jeopardize in any way any of Shoptalk’s (or the applicable third party licensor’s) right, title and interest in and to the Event Marks or cause the validity or enforceability of the Event Marks or Shoptalk’s ownership thereof to be called into question or (b) invalidate or impair the Event Marks or tarnish, disparage, degrade, dilute or injure the Event Marks (or the goodwill associated therewith) or the reputation of Shoptalk (or the applicable third party licensor).
10.4 You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable license to use your logos, trade marks, brand names, company names and any other materials (the “Customer Intellectual Property”) provided to us:
a) during the Term (as defined in clause 10), to promote the Event on the Event website and other marketing and publicity materials; and
b) for a period of six months following the Event or, if relevant, for as long as you retain an online account for our products, in any report, publicity, marketing materials, apps or websites produced about the Event or for events or meetings products that are the same or have substantially the same attendees as the Event.
10.5 Any materials and information provided to us shall be subject to our approval and editorial discretion (which we may exercise at any time to remove or amend any such materials, including the right to edit or re-phrase information submitted in order to make the information accurate and/or more appealing (from correcting spelling mistakes to re-tagging data or interests where appropriate)).
10.6 We acknowledge that all intellectual property rights in the Customer Intellectual Property shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Customer Intellectual Property, including any developments or variations, except for the rights and licenses expressly set forth in this Agreement.
10.7 In the event that you change the Customer Intellectual Property at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Customer Intellectual Property 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), provided however, we may agree, in our discretion, to make any consequential changes to materials if you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.
10.8 Other than in accordance with the rights and uses set out in the Agreement, you shall not use our Event Marks without our written consent.
10.9 Each party shall defend, indemnify and hold harmless the other party from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any third party claim that the other party’s use of the indemnifying party’s intellectual property rights in accordance with the Agreement infringes any intellectual property rights of any third party. In connection with any indemnification claim under this Agreement, the indemnified party shall provide to the indemnifying party: (i) prompt notice of the claim (except to the extent a failure to receive notice does not materially prejudice the defense of the claim), (ii) the exclusive right to control and direct the investigation, defense and settlement of the claim and (iii) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to the Event). The indemnified party may participate in a claim with its own counsel at its own expense.
10.10 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 trade marks, or do anything which will or may affect any registration of the other party's trade marks.
10.11 Neither party shall use the other’s intellectual property or make any statement which in any way connotes that the parties are forming a partnership or any trading arrangement (other than your attendance at the Event), or endorsing any part of the other’s business, trading name or style.
10.12 If, during the Term, either party becomes aware of any threatened or actual unauthorized use or any misuse of the other’s intellectual property 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.
10.13 You and your Participants may provide their images, headshots or likenesses and we may record, film, photograph, or capture their likeness (collectively, the “Images”) in connection with the attendance of the Event under the Agreement. You shall inform any Participant that, by attending the Event, they and you grant us an absolute, irrevocable and perpetual (subject to clause 10.14) right to use, edit, publish, reuse or re-publish, disseminate and distribute such Images without any further approval from or any payment to you or them. You hereby, on behalf of yourself and its employees, waive all claims for compensation for the taking and use of the Images described herein and release us from any claim or liability arising from the taking or using of the Images including but not limited to any claim you or your employees may have for invasion of privacy, defamation or misappropriation.
10.14 You can request that we delete any of the materials referred to in clause 10.12 at any time. Upon receipt of such request, we will remove such materials, except to the extent we cannot identify any specific material to delete, the information has been created by our automatic back-up systems or such materials have already been shared, accessed and/or downloaded by others.
10.15 You may take photographs at the Event for purposes of company media pieces, social media and other marketing materials. However, you may record audio or video at the Event for purposes of company media pieces, social media and other marketing materials only with our written consent, such consent will not be unreasonably withheld. You may not record audio or video of hosted meetings at the Event.
11. Security Inspections
11.1 We and/or the Venue may conduct security searches to ensure safety at the Event.
11.2 If you refuse a security search or refuse to comply with rules and security notices published at the Venue, you will be required to immediately leave the Venue or be refused access to the Venue without refund.
12. Business Ethics and Anti-Corruption
12.1 We expect you to uphold the highest ethical standards within their organisations. We must (including Participants) comply with all applicable laws, statutes and regulations, including, but not limited to, those relating to anti-bribery, anti-corruption, anti-tax evasion and modern slavery (“Relevant Requirements”). You confirm you are knowledgeable about these Relevant Requirements and you must comply (and procure Participants comply) with these Relevant Requirements, together with any other policies which we may make available to you from time to time and any policies and procedures you implement to the extent required by such Relevant Requirements.
12.2 You confirm that you have not made, offered, authorised or accepted and will not make offer authorise or accept any payment, gift, promise or other advantage, whether directly or through any other person, to or for the use or benefit of any government official or any other person where that payment, gift, promise, or other advantage would comprise a facilitation payment or otherwise violate any Relevant Requirements.
12.3 You confirm that no person in your group is a government official or other person who could assert illegal influence on behalf of your company or any affiliate.
12.4 You will notify us immediately if you become aware of any matter that is prohibited by this clause.
12.5 Any breach by you of this clause shall entitle us to terminate this Agreement immediately.
13. Force Majeure
13.1 We shall not be deemed to be in breach of the Agreement or otherwise liable to you for any failure or delay in performing our obligations under the Agreement as a result of an event or series of connected events outside of our reasonable control and/or the reasonable control of our sub-contractors and/or suppliers as applicable (including, without limitation, strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, explosion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic, or pandemic) (a “Force Majeure Event”).
13.2 We will use reasonable commercial endeavours to minimise the effect of any Force Majeure Event on the performance of our obligations under the Agreement and to explore alternative methods (which may include, for example, a change of date or substitution of alternative benefits) to meet our obligations under the Agreement despite the Force Majeure Event.
13.3 Should it not be possible or advisable, despite our endeavours under clause 13.2, for us to fulfil our obligations under this Agreement as a result of a Force Majeure Event, we shall have the right to cancel all or a portion of the Event and / or Ticket and the Agreement shall terminate with immediate effect on written notification thereof by us. Following any such termination: (i) you shall and do hereby waive any claim for property or other damage or compensation; and (ii) there shall be no further liability on the part of either party to the other (except for rights which have accrued up to the date of the Force Majeure Event).
14. Limitation of Liability
14.1 Subject to clause 14.3, our total liability, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with this Agreement, the Event and the Ticket, shall be limited to the total Fees in respect of the Event and / or Ticket(s) that are the subject of the claim.
14.2 Subject to clause 14.3, we shall not have any liability arising out of or in connection with this Agreement for: (a) any loss of business, contract, revenue, profit, anticipated saving or interest or any loss of or damage to data, reputation or goodwill; (b) any acts or omissions of other attendees at the Events, or (c) any indirect, special, exemplary or consequential damages, losses, costs, claims or expenses of any kind, even if we have been advised of the possibility of such damages or losses arising.
14.3 Nothing in the Agreement shall limit or exclude a party's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) amounts payable in connection with your indemnification obligations under this Agreement, or (d) any other liability which cannot be limited or excluded by applicable law.
15. Term and Termination
15.1 This Agreement shall take effect from the date we confirm your registration in accordance with clause 3.3 until six weeks after the close of the Event (the “Term”), unless terminated early in accordance with its terms.
15.2 Either party has the right at any time to terminate the Agreement immediately by giving written notice to the other if the other:
a) has committed a material breach of any of its obligations under the Agreement (which shall include failure to pay any amounts due under the Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or
b) 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.
15.3 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. Upon expiry or termination of this Agreement, the parties agree that the provisions of clauses 4.7, 10.2, 10.4, 10.9, 10.13, 14, 15.3, 15.4, and 16 continue to survive in accordance with its terms.
15.4 If this Agreement is terminated by us in accordance with this clause 15:
a) where such termination occurs prior to commencement of the Event, you shall be obliged to pay the Fees and any other outstanding sums as at the date of termination within 14 days of the date of our notice of termination;
b) there shall be no obligation on us to refund any sums already paid by you pursuant to clause 6;
c) you shall no longer be entitled to use the Event Marks and you shall remove any of your property at the Event immediately, failing which the property shall be removed by us at your expense; and
d) unless otherwise agreed by us in writing, you shall not be permitted entry to the Event.
16.1 You agree that unless otherwise set out in the Agreement or agreed in writing between us, both during the Term and for a period of five (5) years after termination of this Agreement: (a) the terms of this Agreement; and (b) all technical, financial and other information or data provided to you in relation to us and our group or the Event in connection with the Agreement (together the “Confidential Information”) shall be treated in the strictest confidence by you. Unless otherwise approved in writing by us, you shall not share the Confidential Information with any other party save: (i) to your employees, officers, representatives or advisors who need to know the Confidential Information for the purposes of complying with this contract and agree to keep such Confidential Information confidential; or (ii) as may be required by law, a court of competent jurisdiction of any governmental or regulatory authority, provided you shall promptly notify us of such order, to the extent legally permissible, and make good faith reasonable effort to assist us, to obtain, at our expense, a protective order requiring the Confidential Information so disclosed to be kept in confidence and used only for the purpose for which such order was issued. The restrictions set out in this clause 16.1 shall not apply to any Confidential Information that: (i) is or subsequently becomes available to the general public, other than through a breach of this Agreement by you; (ii) is developed through your independent efforts without reference to the Confidential Information; or (iii) that you rightfully receive from a third party without restrictions as to its use.
16.2 The 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 the Agreement.
16.3 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 the Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (AND WHETHER BY STATUTE, LAW OR A COURSE OF DEALINGS) TO THE MAXIMUM EXTENT ALLOWED BY LAW INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE PRODUCTS OR SERVICES OFFERED BY ANY OTHER ATTENDEES OF THE EVENTS.
16.4 No failure or delay by either party to exercise any right to remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
16.5 No variation of the Agreement shall be effective unless it is in writing, specifically references this Agreement and signed by each of us.
16.6 Nobody else has any rights under the Agreement. No other person has any rights to enforce any of its terms and the parties do not require the agreement of any other person to change the contract.
16.7 The Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.
16.8 We may transfer the Agreement to someone else. You are not permitted to assign or transfer any of your rights or obligations arising under the Agreement.
16.9 If a court finds part of the Agreement illegal, the rest will continue in force. Each of the paragraphs of the Agreement operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.10 If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provide to us upon registration. The words 'writing' or 'written' in these terms include, where relevant, email.
16.11 If you have any questions or complaints about the Ticket you should in the first instance contact us and provide us with as full a description of the issue. We will endeavour to respond to your complaint as soon as possible and within 30 working days.
16.12 This Agreement is deemed to be made under and shall be interpreted in accordance with the laws of the state of New York, excluding its conflict of laws provisions. The parties hereby submit to the jurisdiction and venue of the state and federal courts of the State of New Yorkfor purposes of all legal proceedings arising out of or relating to this agreement. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The parties hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.