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   * All SAP Human Capital Management
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TERMS AND CONDITIONS

Wellesley Information Services, LLC

General Terms & Conditions

(Revised Feb. 2020)

These General Terms and Conditions (“T&Cs”), together with the applicable space
application for Event sponsorship  and participation and the insertion order
(each an “Order”), collectively constitute the agreement between the customer
identified on the Order  and Wellesley Information Services, LLC.

_________________________________________________________________________

 


I. TERMS AND CONDITIONS APPLICABLE GENERALLY TO CUSTOMER AGREEMENTS

The following T&Cs pertain and apply to each Agreement between the Customer, on
the one hand, and WIS, on the other hand.


1.01.      DEFINITIONS.

As used herein: (a) “Customer” means the applicant, advertiser or client
identified on the Order to which these T&Cs pertain and relate; (b) “Agreement”
means the Order(s) to which these T&Cs relate and all proper amendments,
supplements and addenda hereto and thereto; (c) “Event” means the specific
expositions or Events identified on the Customer’s application for Event
sponsorship and participation to which these T&Cs relate; (d) “Venue management”
means the owner or manager of the facility in which the Event is conducted, and
its employees and agents; (d) “Venue” means the facility in which the Event is
conducted; (c) “Promotion” means the specific advertising program(s) identified
in the Order(s); (f) “Services” means the scope of work as more particularly
described in the Order for custom research services to be provided by WIS to
Customer; (g) “Content” means the reports, articles and other materials made
available through access to and use of the one or more of WIS’s research
websites, including www.sapinsideronline.com (collectively, the “Site”),
including all charts, graphs, pictures and tables; and (h) an “affiliate” of, or
a person “affiliated” with, a specified person, is a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.


1.02.      BILLING

Credit terms are strictly enforced.  Payment terms for all WIS products and
services are 100% upon signing, due net 30 from invoice date.  A 1.5% per month
finance charge will be assessed on all invoices over 30 days in arrears.  In
addition, Customer will reimburse WIS for all collection expenses incurred,
including attorneys’ fees and costs.  Customers more than 60 days in arrears on
any WIS invoice must pay all outstanding invoices or, at WIS’s discretion,
submit payment with copy before any current or future insertions will be
accepted.  Any provision in an Order or other agreement to the contrary
notwithstanding, if Customer is an agency, both Customer and its principal are
jointly and severally liable for all payments due hereunder.  WIS reserves the
right to notify Customer’s principal regarding any overdue and unpaid invoices. 
Except as provided herein, all monies paid by or on behalf of Customer shall be
deemed fully earned and non-refundable at the time of payment.


1.03.      NOTICES

Any notice required or permitted to be given in accordance with the T&Cs shall
be in writing.  Notices to WIS shall be sent to: Wellesley Information Services
PO Box 982 Hampstead, NH 03841 & email shall be sent to
events@sapinsiderevents.com.  Notices sent to Customer shall be sent to the
address listed on its account.  For contractual purposes, each party consents to
receive electronic communications.  All notices will be deemed given upon
receipt.  Either party may change its address for receipt of notice by notice to
the other party in accordance with this Section 4.02.


1.04.      USE OF TRADEMARKS AND TRADENAMES.

The titles and logos of WIS’s services are registered and unregistered
trademarks of WIS, and may not be used without the express written consent of
WIS.  WIS is authorized to use Customer’s trademarks, trade names and logos in
connection with the performance of the services by WIS specified in the
Order(s).  Any use by WIS beyond that contemplated in connection with the
performance of the Services must be approved by Customer in writing.


1.05.      CANCELLATIONS AND TERMINATION.

Except as otherwise provided herein, either party hereto may, upon written
notice to the other party, if such other party commits a material breach of this
Agreement and does not cure such breach within thirty (30) days following its
receipt of notice thereof from the non-breaching party.

Upon expiration or earlier termination of this Agreement (other than by Customer
for as a result of an uncured material breach by WIS), Customer shall be
obligated to pay in full all fees and expenses set forth herein and no such
expiration or termination shall relieve Customer of the obligation to pay any
such fees or expenses.  In the event of the termination of this Agreement by
Customer as a result of an uncured breach by WIS, any prepaid fees and prepaid
expenses hereunder will be reimbursed by WIS to customer.


1.06.      FORCE MAJEURE.

Non-performance by either party (other than payment obligations) will be excused
to the extent that performance is rendered impossible by natural disaster, war,
terrorism, governmental act or any other reason where failure to perform is
beyond the reasonable control of the non-performing party (each, a “Force
Majeure Event”).  If the Force Majeure Event is likely to have a significant and
substantial impact on the successful carrying out of the services contemplated
by the Order(s) of beyond 10 business days, Customer may by notice in writing to
WIS terminate its obligations under the Order(s) impacted by any such Force
Majeure Event and shall be entitled to receive refund of any pre-paid fees
related to such Order(s), less any unrecoverable expenses incurred by WIS.


1.07.      INDEMNIFICATION.

Customer agrees to indemnify, defend on a current basis, and hold harmless WIS,
the Venue and Venue management, and its members, directors, officers, employees,
agents, affiliates, attorneys and representatives, from and against any
judgment, loss, damage, cost or expense, and other liabilities, together with
all reasonable costs and expenses related thereto, including legal and
accounting fees and expenses, arising or resulting from, or related to: (a) the
negligence or willful misconduct of Customer, or any of Customer’s employees,
agents, invitees or guests; (b) breaches any of its obligations,
representations, warranties or covenants herein; (c) third party claims or suits
alleging libel, violation of rights of privacy and publicity, unfair
competition, intentional or negligent infliction of emotional distress and
copyright and/or trademark infringement or other matter contrary to law; (d) the
inaccuracy, incompleteness or misleading nature of the Materials, or any of
them, supplied by or on behalf of Customer; and (e) its violation, or alleged
violation of any rule, law or regulation.  The covenants contained in this
Section 4.07 shall be continuing and shall survive the expiration or earlier
termination of this Agreement.


1.08.      DISCLAIMER.

WIS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING
THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 
WITHOUT LIMITATION OF THE FOREGOING, WIS SPECIFICALLY DISCLAIMS ANY WARRANTY
REGARDING ANY BENEFIT CUSTOMER MIGHT OBTAIN FROM PARTICIPATING IN AN EVENT OR
DISPLAYING ITS ADVERTISING MATERIALS OR THAT THE ADVERTISING WILL BE
ERROR-FREE.  Without limiting the generality of the foregoing, WIS disclaims all
warranties and guarantees with respect to its advertising services provided in
connection with any Promotion, including warranties and/or guarantees relating
to (a) the positioning or placement of advertisements; (b) advertising results;
(c) the number of exhibition attendees or the demographic nature of such
attendance at any Event; and (d) the accuracy of audience data, including
audience demographic data, audience size/reach data, and otherwise.  In no event
shall WIS have any liability for any advertising, creative, printing or
administrative costs.


1.09.      ASSIGNMENT.

This Agreement cannot be assigned by Customer, in whole or in part, without the
prior written approval of WIS; any other purported assignment by Customer shall
be null and void and of no effect.  WIS may assign this Agreement without
Customer’s consent, and any such assignee shall become “WIS” for all purposes
hereunder and shall acquire all of rights and obligations of WIS hereunder.


1.10.      GOVERNING LAW; VENUE.

This Agreement shall be governed by and construed in accordance with the laws of
The Commonwealth of Massachusetts without regard to its conflicts of laws
provisions.  Any action or proceeding arising out of or related to this
Agreement shall be brought in the courts of record of record of The Commonwealth
of Massachusetts in Suffolk County or the U.S. District Court for the District
of Massachusetts.  Customer consents to the jurisdiction of such courts and
waives any objection to the laying of venue of any such civil action or
proceeding in such courts.


1.11.      COSTS, EXPENSES AND ATTORNEYS’ FEES.

If either party commences any action or proceeding against the other party to
enforce or interpret this Agreement, the prevailing party in such action or
proceeding shall be entitled to recover from the other party the actual costs,
expenses and attorneys’ fees and all related costs and expenses incurred by such
prevailing party in connection with such action or proceeding and in connection
with obtaining and enforcing any judgment or order thereby obtained.


1.12.      SEVERABILITY; WAIVER.

If for any reason a court of competent jurisdiction finds any provision or
portion of this Agreement to be unenforceable, that provision will be enforced
to the maximum extent permissible so as to effect the intent of the parties, and
the remainder of this Agreement will continue in full force and effect.  The
failure of either party to enforce at any time or for any period of time any of
the provisions of this Agreement shall not constitute a waiver of such
provisions or the right of such party to enforce each and every provision.


1.13.      CONSTRUCTION.

Unless the context otherwise requires: (a) a capitalized term has the meaning
assigned to it; (b) references in the singular to “him,” “her,” “it,” “itself,”
or other like references, and references in the plural or the feminine or
masculine reference, as the case may be, shall also, when the context so
requires, be deemed to include the plural or singular, or the masculine or
feminine reference, as the case may be; (c) this Agreement shall be construed
without regard to any presumption or other rule requiring construction against
the party that drafted and caused this Agreement to be drafted; (d) the words
“include,” “includes” and “including” shall be deemed to be followed by the
words “without limitation”; and (e) the word “or” is not exclusive.

In addition, WIS reserves the rights: (i) to interpret this Agreement and to
adopt further regulations as reasonably may be deemed necessary by it, and the
Customer agrees to be bound thereby; and (ii) to modify the T&Cs from time to
time with or without notice, and WIS will post the modified T&Cs at
www.sapinsideronline.com or other interfaces through which Customer has ordered
Event participation, advertising, or Content or Services.  Customer acknowledges
and agrees that it is Customer’s responsibility to review the T&Cs periodically
to familiarize itself with any modifications.  Customer’s continued Event
participation, or use of advertising, Content or Services after such
modifications will constitute its acknowledgement and agreement of the modified
T&Cs.


1.14.      SURVIVAL.

Any expiration or earlier termination of this Agreement for any reason
whatsoever notwithstanding, those provisions of this Agreement that, by their
nature, are intended to survive such expiration or termination shall so survive.


1.15.      BINDING EFFECT; ENTIRE AGREEMENT.

This Agreement (i) when executed by Customer and upon written acceptance by WIS,
shall constitute the valid and binding agreement of the parties respecting the
subject matter hereof.  WIS shall not be bound by conditions printed or
appearing on order blanks or copy instructions submitted by or on behalf of
Customer; and (ii) contains the entire agreement of the parties concerning the
subject matter hereof.  This Agreement may not be modified, discharged or
terminated, and the rights of any party shall not be waived except by a written
instrument, signed by the party to be charged.  This Agreement shall be binding
upon, and inure to the benefit of, each of the parties hereto and their
respective legal representatives, successors and permitted assigns.  This
Agreement does not constitute a partnership or joint venture or principal-agent
relationship between the parties.  The interpretation of the provisions of this
Agreement is reserved solely to WIS, whose interpretations shall be final,
binding and conclusive in all respects.


1.16.      GENERAL BRANDING GUIDELINES.

Communicating with SAP customers through WIS programs – WIS is committed to the
productive exchange of information between SAP partners and our readers,
attendees and other customers.  Our experience has shown that following a few
simple guidelines leads to the most constructive and valuable information
exchange.

Our content requirements help ensure that all third-party communications through
our programs effectively highlight your insights, your partnership with SAP, and
the power of your solutions for SAP customers.

Please be sure that your advertisements adhere to all SAP branding guidelines
(available from SAP at https://service.sap.com/partnerportal) to ensure proper
usage of all SAP trademarks and brands, the provisions of which as in effect
from time to time are incorporated into the Agreement for all purposes.

 


II. TERMS & CONDITIONS APPLICABLE ONLY TO ORDERS CONTAINING EVENT SPONSORSHIP
PRODUCTS

The following T&Cs pertain and apply only to the Agreements for participation in
WIS Events, between the Customer, on the one hand, and WIS, on the other hand,
including Event-related expo participation and sponsorship amenities and
products.


2.01.      AGREEMENT; QUALIFICATIONS OF CUSTOMER.

The Order, when properly executed by Customer and upon written acceptance by
WIS, and together with the applicable TCs, shall constitute a valid and binding
license agreement for Customer’s participation in the Event.  WIS reserves the
right to interpret this Agreement and to adopt further regulations as may be
deemed necessary by it for the general success of the Event, including the
conditions, rules and regulations stated herein, in the Event Service Manual
(“ESM”), sponsorship materials and in the Venue contract, to which WIS is or
will be a party, all of which are made a part hereof as though fully
incorporated herein, and the Customer agrees to be bound thereby.  WIS, in its
sole discretion, determines whether a prospective supplier is eligible to
participate in the Event and reserves the right to accept or refuse any
application for participation in the Event in its sole discretion.  Eligibility
is generally limited to persons or firms that supply products and/or services to
the Event’s targeted attendee market.


2.02.      RATES.

Rates for partnerships, sponsorships and/or presentations are based on
participation in the Event and related promotions, and are set forth on the
Order, and are guaranteed only for the Agreement period.  Rates appearing on the
Order are net and not subject to advertising agency commissions.  Rates are
subject to change upon notice from WIS; provided, Customer may cancel the
Agreement without penalty by notice to WIS prior to the time the rate change
becomes effective.  Conditions, other than rates, are subject to change by WIS
without prior notice to Customer.


2.03.      CUSTOMER CONDUCT.

WIS respects the rights of all suppliers and vendors to promote and market their
products based upon facts and the strengths of their business, products and
customer service.  Therefore, WIS will investigate any complaints from attendees
and, where they have been unfairly treated by a supplier, WIS may eject such
supplier from the Event with forfeiture of all fees paid.  Similarly, negative
or non-factual statements by one supplier regarding other suppliers or their
products will be investigated and, where verified, may result in similar
ejection and forfeiture sanctions.


2.04.      POSITIONING; USE OF VENUE SPACE.

Positioning of Event partnership and sponsorship locations and online
positioning of Customer promotions is at the sole discretion of WIS except when
an arrangement for a specific preferred position is approved by WIS in writing. 
Any space not occupied by Customer at the time set for completion of
installation of displays will be reassigned at the discretion of WIS, in which
case all amounts paid or payable by Customer will be forfeited unless special
arrangements have been approved in writing by WIS.  Customer shall be bound by
all pertinent laws, codes and regulations of municipal or other authorities,
having jurisdiction over the Venue or the conducting of the Event, together with
the rules and regulations adopted by Venue management.

Customer agrees to keep its exhibit open and staffed at all times during the
Event hours.  Customer shall conduct its exhibit in a manner not to be
objectionable to WIS, other exhibitors, the Venue and the public.  WIS and Venue
management reserve the right to restrict or prohibit exhibits, or item or
feature thereof which, because of noise, method of operation, content or any
other reason, are objectionable, out of keeping with the character of the Event,
or otherwise detract from the design or description that was given advance
approval; and to close, remove or require changes in any exhibit or item or
feature thereof, or to remove any of Customer’s personnel, agents,
representatives, independent contractors, invitees or guests who are deemed
detrimental to WIS, the Event, other customers, the Venue or the public.  If
Customer or its representatives fail to observe the terms and conditions of this
Agreement, Customer may be dismissed from the Event without refund or appeal.

Distribution of giveaway items and samples is permitted, provided there is no
interference with other exhibits.  WIS may withhold or withdraw permission to
distribute giveaways or samples, advertising or any material it deems
objectionable or conflicting with local safety regulations.  WIS prohibits the
distribution of SAP-related educational books at event, unless submitted to, and
sanctioned by WIS at least 30 days prior to the Event.


2.05.      CUSTOMER MATERIALS; MOVE-IN, MOVE-OUT TIMES.

Movement of exhibits in and out of the Venue must be handled by official Event
contractors.  Customer must make its own arrangements for transportation of its
Event materials; WIS cannot accept or sign for Event materials on behalf of the
Customer.  Move-in and move-out times and access outside of Event hours are
designated by Venue management.  At such time after the close of the Event as
WIS may specify or upon sooner termination of this Agreement, all Customer
materials shall be removed and cleared from the Event space and such space left
in good and clean order and condition.  Customer will pay the cost of repairing
any damage caused to the Venue facility by the Customer and/or its employees,
agents, representatives or invitees.  Any property remaining after the last day
designated by WIS for it to be removed may be held or otherwise disposed of by
WIS or Venue management at the Customer’s expense.  No exhibits may be removed
from the Event facility before the Event ends.


2.06.      ATTENDANCE.

WIS shall have sole control over Event admission policies at all times.


2.07.      FILMING AND VIDEO RECORDING RIGHTS; ELECTRONIC MESSAGES.

From time to time, photographs, motion pictures and/or video recordings may be
made in the Event facility, which recordings may include (without limitation)
images of Customer, its employees, agents and related merchandise and displays. 
Customer may not hinder, obstruct or interfere in any way with such photography
or recordings whether by WIS, its agents, attendees or other suppliers, and
hereby consents to WIS’s use of such recordings for commercial purposes. 
Customer hereby grants WIS a perpetual, nonexclusive, royalty-free, worldwide
license (a) to use, display, publish, distribute, digitize, copy, perform,
license, sublicense, transfer, make available or transmit any photographs or
images provided by Customer hereunder, insofar as such photographs or images
shall have been provided without inclusion of advertising copy or similar
non-photographic materials, in any media or format not known or hereafter
devised, in connection with the WIS’s database of travel-related information;
and (b) to use Customer’s trademarks, service marks, logos, trade names,
copyrighted content, hypertext links, domain names, icons, buttons, banners,
graphic files and images.  No visual or audio recording or transmission will be
made by Customer of the Event without WIS’s prior written consent.  Customer
shall not violate any copyrights with respect to writings, music or other
materials used by it at the Event or at any function which is part of,
affiliated with, or held in conjunction with the Event.

By signing this Agreement, Customer authorizes WIS to provide contact
information including address, phone number, fax number, and contact person to
any service vendor contracted to conduct work for WIS.  By providing WIS the
e-mail addresses set forth in the application, Customer hereby consents to
receiving unsolicited commercial e-mail messages from WIS, its affiliates,
partners and assigns, as well as third parties licensed to send such messages to
Customer by any of the foregoing.


2.08.      SECURITY.

WIS will provide perimeter guard service during the Event and while the Venue is
closed.  Customer agrees that WIS is not liable for anything Venue security does
or fails to do; including damage, theft or loss sustained by Customer’s
employees, agents, representatives or invitees.  Customer will not be allowed
into the Exhibitor Showcase after published hours.  Customer may want to
consider arranging security for its specific booth space for either during or
after published hours.


2.09.      HOSPITALITY SUITES; OUTSIDE ACTIVITIES.

Hospitality suites must be reserved through WIS.  Any costs associated with
Customer’s hospitality suite are the responsibility of Customer.  Customer shall
not schedule or conduct any outside commercial activity (e.g., receptions,
seminars, symposia and hospitality suites) during, and within a ten (10) mile
radius of the Venue, whether such activities are held at or away from the Venue
facility, except with the prior written approval of WIS.  Exhibitor acknowledges
and agrees that events that conflict with previously scheduled WIS activities
shall be a reason WIS withholds such consent.  Failure to comply with this
paragraph may result in Customer not being permitted to exhibit.


2.10.      ERRORS AND OMISSIONS.

Customer agrees that WIS will not be liable in the event of any errors or
omissions in the Event’s directory listing or in any related materials.


2.11.      CHANGE OF EVENT LOCATION OR SCHEDULE.

WIS shall use its best efforts to conduct and promote the Event on the indicated
dates at the Venue.  Customer acknowledges and agrees that WIS may re-name or
re-locate the Event or change the site, hours, and/or dates of the Event,
without the consent of Customer, in which event (i) Customer will be notified of
such change including imposition of any additional charges or expenses
necessitated by such change, (ii) no refund will be due to Customer, (iii) WIS
will adjust Customer’s rights afforded hereunder as it reasonably determines,
and (iv) Customer agrees to accept such adjusted rights under the terms of this
Agreement.


2.12.      CANCELLATION OF EVENT.

WIS may cancel all or part of the Event for any reason, in its sole discretion. 
If the Event is canceled by WIS in its entirety, this Agreement shall terminate
and Customer waives all claims it might have against WIS for damages or
expenses, and if such cancellation is (i) for reasons described in Section 4.06,
WIS shall refund to Customer the amount described in Section 4.06 in full
satisfaction of all liabilities of WIS to Customer; and (ii) for any other
reason, Customer waives all claims it might have against WIS for damages or
expenses and Customer agrees to accept in complete satisfaction and discharge of
all claims against WIS a refund of all amounts paid by the Customer to WIS in
accordance with this Agreement.  Refunds shall not be made for partial
cancellations or reductions in the size or scope of the Event.  If Customer
cancels this Agreement prior to any cancellation of the Event by WIS, it shall
not be entitled to any refund.


2.13.      CANCELLATION; TERMINATION OF AGREEMENT.

Upon acceptance by WIS of Customer’s application for Event sponsorship and
participation comprising the Order, Customer shall have no right or entitlement
to cancel this Agreement, withdraw from the Event or reduce its commitments
hereunder, and any attempt to do so, including Customer’s failure to pay in full
(100%) of the fees for Exhibitor Showcase space or Event sponsorship, plus any
applicable taxes, at least ninety (90) days prior to the first day of the Event,
and/or failure of Customer to actually occupy the exhibition space assigned to
Customer, shall be considered a material breach by Customer of its obligations
hereunder, for which WIS shall have and retain all rights and remedies hereunder
and at law or in equity.  In the event Customer so attempts to cancel this
Agreement, withdraw from the Event or reduce its commitments hereunder, Customer
acknowledges that WIS would be harmed and suffer loss and that it would be
difficult to determine the precise value for or amount of that harm and in that
event, Customer agrees to pay to WIS the full amount of its contracted fee as
reflected in Customer’s Order.  Such payment shall be liquidated damages and not
a penalty, and the parties agree that such amounts constitute a reasonable
provision for liquidated damages.  Any cancellation, withdrawal or reduction in
commitments, or attempt to do so, will result in forfeiture of Customer’s rights
under this Agreement, including the right to present speakers at, or participate
in the Event; and in such case WIS shall have the right, but not the obligation,
to license the subject Exhibitor Showcase space to another supplier prior to the
Event without any rebate or allowance whatsoever to Customer and without in any
way releasing Customer from any liability hereunder, and Customer expressly
agrees to pay WIS the full contracted amount hereunder.  In addition, in such
circumstance WIS reserves the right to notify the Venue to cancel any
hospitality space and/or hotel guest rooms under Customer’s name and Customer
shall remain liable for the associated payments to be made to the hotel or
Venue.

If Customer breaches any of the representations, warranties, covenants, terms or
conditions set forth herein, including failure to make any payments hereunder
when due, Customer shall be deemed in material default hereunder, and WIS shall
have the rights to terminate this Agreement upon notice and retain Customer’s
deposit(s) paid as WIS’s non-exclusive remedy, thereby reserving any and all
rights under law, including WIS’s right to collect the full amount set forth in
Customer’s application.  Without limiting the generality of the foregoing,
failure of Customer to pay in full (100%) of the fees for Exhibitor Showcase
space, plus any applicable taxes, at least ninety (90) days prior to the first
day of the Event will constitute Customer’s cancellation of this Agreement may
result in termination of this Agreement by WIS and forfeiture


2.14.      REPRESENTATIONS AND WARRANTIES.

Customer represents and warrants that (a) it has the full power and authority to
enter into this Agreement and grant the rights herein; (b) the execution and
performance of this Agreement shall not constitute a breach or default under any
contract or instrument to which the Customer is a party, or by which it is
bound; (c) it is fully authorized to represent all claims made at the Event and
publish the entire contents and subject matter contained in its Event
promotions, in each case including (i) the names, portraits and/or pictures of
any persons living or dead, (ii) any copyrighted material, trademarks and/or
depictions of trademarked goods and services, and (iii) any testimonials or
endorsements contained in any information or art submitted to WIS as part of the
Event or a Promotion; and (d) all content provided as part of any Event is
either owned by or properly licensed by Customer, and the entirety of claims
made at the Event are accurate and complete and are not misleading.


2.15.      INSURANCE.

Customer shall, at its expense, maintain adequate insurance to fully protect the
Indemnitees from any and all claims, arising from Customer’s activities,
including statutory limits for workers’ compensation coverage, and commercial
general liability including products and completed operations, independent
contractors personal injury and blanket contractual liability insurance limits
of at least $1,000,000/€1,000,000 per occurrence, $2,000,000/€2,000,000
aggregate.  This coverage must be primary of any other valid and collectible
insurance of Customer and shall be written on an occurrence basis.  Claims-made
policies are not acceptable and do not constitute compliance with Customer’s
obligations hereunder.  Such insurance coverage shall be evidenced by a
certificate of insurance, provided to WIS not less than 30 days prior to the
scheduled opening of the Event and naming WIS, the Event, the Venue and Venue
management as additional insureds, with a 30-day notice of cancellation
provision to the holder(s).  Customer understands that none of WIS, the Venue or
Venue management maintains insurance covering the Customer’s property and it is
the sole responsibility of the Customer to obtain such insurance.  Customer is
responsible for any and all damages caused by Customer or Customer’s agents,
employees, invitees or guests.


2.16.      TAXES AND LICENSES.

Customer shall be responsible for obtaining any licenses, permits or approvals
required under Federal, state, provincial or local law or regulation applicable
to its participation in, and activity at the Event.  Customer shall be
responsible for obtaining any tax identification numbers and paying all taxes,
license fees or other charges that shall become due to any governmental
authority in connection with its activities at the Event.  Customer will not
permit the delivery of merchandise at the Event facility without express prior
written permission from WIS.


2.17.      LIMITATION OF LIABILITY.

None of WIS, its service contractors, its affiliates and business partners
(including the Venue and Venue management), and their respective
representatives, employees, agents, affiliates and attorneys, shall be liable
for, and Customer hereby releases WIS and each of them from any and all claims,
injury, loss, damage or liability that may occur to Customer, or to Customer’s
employees, agents, guests, invitees or property from any cause whatsoever,
arising from, in connection with, or related to its participation in, or
sponsorship of the Event.  Customer assumes all responsibility and liability for
losses, damages and claims arising out of injury or damage to, or caused by,
Customer’s displays, equipment, employees or representatives.

In addition, and except for the indemnification obligations set forth in these
T&Cs, in no event shall WIS, the Venue or Venue management (on the one hand), or
Customer (on the other hand), or any of their respective representatives,
employees, agents, affiliates and attorneys, be liable for any special,
incidental, indirect, punitive or consequential damages (including loss of
profit or impairment of goodwill) arising out of, or in connection with this
Agreement or Customer’s participation in, or sponsorship of the Event, whether
foreseeable or not, even if a person so released has been advised of the
possibility of such damages.

The liability of WIS and its representatives, employees, agents, affiliates and
attorneys, and Customer’s remedy for any claim of loss or damage arising from or
related to this Agreement or Customer’s participation in, or sponsorship of the
Event, regardless of the form of action, shall be limited to the fees paid to
WIS hereunder.


2.18.      COMPLIANCE WITH LAW.

In connection with its participation in the Event, Customer shall abide by and
observe all Federal, state and local laws, codes, ordinances, rules and
regulations, and all rules and regulations of the Venue and Event facility
(including any union labor work rules).


2.19.      TERMS APPLICABLE TO EXHIBITOR SHOWCASE.

The following terms apply where the Event includes an Exhibitor Showcase or
comparable amenity, and Customer is participating in, and exhibiting its goods
and services through such Exhibitor Showcase:


(A)            ASSIGNMENT OF SPACE

.  Space within the Exhibitor Showcase shall be assigned by WIS in its sole
discretion for the Event and for the Event dates only.  The assignment of space
does not imply that similar space will be assigned for future Events.  WIS
reserves the right to change the floor plan or to move Customer to another
location prior to or during the Event for any or no reason.  The standard
Exhibitor Showcase booth unit includes the space selected and approved as set
forth in the Application; Customer identification sign; standard drapery;
general security as provided in Section 1.19(i); general illumination; and an
ESM.  All other expenses are the responsibility of Customer.  Customer shall not
assign, sublet, or share all or any portion of the allocated exhibit space nor
assign or transfer any of its rights or obligations under this Agreement without
prior written permission from WIS, which permission shall be in the sole
discretion of WIS.  Any Customer request shall set forth the name of the
company(ies) or organization(s) and the nature of the arrangements.  Customer
acknowledges and agrees that upon Customer’s failure to obtain written
permission as set forth in this paragraph, WIS reserves the right to charge a
fee in an amount equal to the number of additional non-approved exhibitors in
Customer’s space multiplied by the total value of Customer’s space and
sponsorship fee.  Customer agrees to pay liquidated damages within thirty (30)
days of written notice from WIS.


(B)           INSTALLATION AND DISMANTLE

.  Customer will be provided reasonable time to erect and dismantle its exhibits
as will be specified in the ESM.  WIS will remove exhibit materials not removed
from the Venue by the Customer at Customer’s expense.


(C)            CHANGE OF SPACE

.  WIS shall have the right, in its sole discretion, to change Customer’s space
assignment within the Exhibitor Showcase after the acceptance of this Agreement
if it is deemed to be in the best interest of the Event.  In the event WIS
elects to exercise its right to change Customer’s exhibit space, Customer will
be notified of its newly assigned space.  WIS will make reasonable efforts to
ensure that any reassignment will be to an exhibit space, which is of the same
general style and size as Customer’s original space.  If a reduction in space to
Customer’s exhibit space is, in WIS’s opinion, necessary, Customer will be
reimbursed on a pro-rata basis.


(D)           CUSTOMER AMENITIES

.  Only the primary Customer will be entitled to any additional complimentary
items offered by WIS to the “Customer”.  The primary Customer will be
responsible for all booth fees, and will be the only company listed in the Event
show guide.


(E)            EVENT BADGES

.  Customer personnel must wear the Event identification badges while on the
exhibit floor.


(F)            AVAILABLE SERVICES

.  On behalf of the Event suppliers, WIS has designated official Event
contractors to provide Event services on an exclusive basis, including: drayage,
cartage, furniture, booth and floor decorations, signs, photographs, and
telephone services.  Service companies other than the official contractors will
not be allowed to perform any of these exclusive services.  Non-exclusive
services may be performed by Event-appointed contractors (EAC) within certain
guidelines.  A complete listing of contractors and rates, exclusive services and
EAC guidelines will be provided upon request.  WIS assumes no responsibility or
liability for any of the services performed or materials delivered by the
foregoing persons, parties and organizations.  Arrangement for these services
and payments are to be made between Customer and official Event contractors. 
Rules and regulations for union labor are made by the local unions and these
regulations may be changed at any time.  Where union labor is required because
of building or contractor requirements, Customer agrees to comply with the
regulations.


(G)           UNION LABOR

.  Exhibitor is required to honor all union contracts in effect between WIS, the
Exposition Contractor, the Conference facility, and various labor organizations.


(H)           SAFETY

.  All display materials used for decoration must be flameproof.  Displays that
do not pass fire safety inspection will be ordered closed until such fire
hazards are corrected against further danger of fire.  All electrical equipment
or devices used in or about an exhibit must be in good operating condition and
able to pass fire and/or electrical inspections.  Extra materials stored in
Customer’s exhibit space must not block access to the exhibit or cover
electrical wires or outlets.  Customer shall cooperate responsibly with local
ordinances and Venue management rules regarding health, fire prevention and
public safety.  If inspection of Customer’s booth discloses a failure to comply
with any applicable law, code or regulation, or if WIS determines that all or
any part of an exhibit presents a fire hazard or other danger, WIS may cause the
removal of all or a portion of such exhibit at Customer’s expense.  Under no
circumstances may the weight of any equipment or exhibit material exceed the
Venue’s maximum floor load.  Customer accepts full and sole responsibility for
any injury or damage to property or persons resulting from failure, knowingly or
otherwise, to distribute the load of its exhibit material in conformity with the
maximum floor load specifications.


(I)             SECURITY

.  WIS will provide guard service to the perimeter of the Exhibitor Showcase
during the hours when the exhibit area is closed.  However, Exhibitor is solely
and fully responsible for its own exhibit material and other property at all
times, regardless of its location.  Neither WIS or Venue management, nor its
agents or representatives will be responsible for any injury, loss or damage
that may occur to Exhibitor or to Exhibitor’s employees, sub-contractors or
agents, or the property belonging to any such party.  Exhibitor shall obtain, at
its own expense, adequate insurance against any such injury, loss or damage. 
Anyone visiting, viewing or otherwise participating in Exhibitor’s exhibit space
is deemed to be the invitee or licensee of Exhibitor, rather than the invitee or
licensee of WIS.  Exhibitor is solely liable for any injury to its property or
to persons participating in the exhibit or its invitees and guests, or any party
or individual(s) designated by Exhibitor as its agent(s), and assumes full
responsibility and liability for acts and omissions of its agents, employees or
independent contractors, whether acting within or without the scope of their
authority, and agrees to hold harmless WIS and the Exhibitor Showcase from
responsibility or liability resulting directly or indirectly from such acts or
omissions.


2.20.      AMERICAN DISABILITIES ACT.

Customer acknowledges and agrees that, in connection with the Event, it will be
a public accommodation as defined under Title III of the Americans with
Disabilities Act (“ADA”).  As a public accommodation, Customer agrees that in
connection with the Event, Customer will: (i) provide, at its expense, any
auxiliary aids and services as may be necessary to ensure effective
communication with Customer by attendees of the Event; (ii) where applicable,
assure, at its expense, that displays posted at or on Customer’s booth(s) are
accessible to individuals with disabilities; and (iii) not discriminate or
retaliate against any individual in violation of the ADA.

_________________________________________________________________________

 


III.  TERMS AND CONDITIONS APPLICABLE ONLY TO ORDERS CONTAINING DIGITAL AND
PRINT ADVERTISING PRODUCTS.

The following T&Cs pertain and apply only to the advertising program Agreements
between the Customer or its advertising agency (if any) (“Advertiser/Agency”),
on the one hand, and WIS, on the other hand, including print/digital advertising
orders, webinars, content hosting and bundles, list rental, website and
newsletter display advertising, magazine advertising, social media programs, and
other targeted promotion programs, products and arrangements undertaken by WIS
pursuant to the Order(s).


3.01.      CONTENT, USE OF PROMOTIONS.

The content of each Promotion is subject to WIS’s approval.  WIS reserves the
right to reject any promotion or space reservation at any time if WIS deems the
promotion to be unacceptable as not in keeping with the associated publication’s
standards or for any other reason.  Advertiser/Agency hereby grants WIS the
right and license to use, reproduce, transmit and distribute all of the
Advertiser/Agency’s materials (“Materials”) for promotional activities,
including activities such as display at relevant Events, illustration in sales
materials and brochures relating to the publication(s) specified, and use in
public relation activities.


3.02.      POSITIONING OF PROMOTIONS.

Positioning of a Promotion is at the discretion of WIS except when an
arrangement for a specific preferred position is acknowledged by WIS in writing.


3.03.      PRODUCTIONS REQUIREMENTS; DEADLINES.

Advertiser/Agency assumes liability for all content (including text,
representations, illustrations, sketches, photos, maps, labels, trademarks or
other copyrighted matter) and also assume responsibility for any claims arising
therefrom made against WIS.  WIS reserves the rights to review content material
for appropriateness to the audience, and to accept or reject advertising or
content for any reason.  Advertising copy that may be mistaken by a reader as
news or other non-advertising materials must be clearly marked “Advertisement”. 
WIS reserves the right to add the word “Advertisement” above or near any
advertisement that in WIS’s sole judgment, too closely resembles the editorial
content of the publication.

Materials not received by WIS’s production department by closing date cannot be
quality checked and will not be entitled to approval or revision by
Advertiser/Agency.  WIS may exercise the right to publish existing material to
fulfill contracts if new material is not received by closing date.  No material
extensions will be granted unless accompanied by a space order.  Other
production requirements for Promotions are set forth on the rate card and within
the Promotional package.

All services must be scheduled and executed by the later of the date stated in
the Order or the date that is 12 months following WIS’s receipt of the executed
Order, or payment will be forfeited.  Magazine Advertising: Program
cancellations must be received by WIS in writing at least four (4) weeks in
advance of the issue close date.  Targeted Asset Push, Webinar and Email
Marketing Campaigns: Program cancellations must be received by WIS in writing at
least two (2) weeks in advance of the mailing.  Turnkey Webinars: Program
cancellations must be received in writing by WIS at least 45 days in advance of
the scheduled event date.  Timely cancellations will be refunded, less
out-of-pocket expenses incurred prior to cancellation.  Late cancellations will
be invoiced in full, along with other then-applicable cancellation charges and
fees.


3.04.      REPORTING.

From time to time, WIS may engage technology solution providers (each, a “TSP”)
to provide technology solutions and tools (each, a “Solution”) to assist WIS in
the execution and reporting aspects of the Promotion.  Use of these Solution
platforms and tools in the execution and reporting of the Promotion is subject
to applicable provisions in the underlying Solution(s) licensing arrangements
with WIS, which may include: (i) licensing of the Solution(s) for ordinary
course of business use only; (ii) prohibiting the transfer of ownership or grant
of any right to sublicense or further distribute the Solution(s);
(iii) prohibiting the removal of all copyright and other proprietary notices and
marks of the TSP; (iv) prohibiting the disassembly, reverse engineering, reverse
compilation or other access to information regarding the construction of the
Solution(s), including (without limitation) underlying source code; and
(v) otherwise not conflicting with the Solution(s) licensing arrangement in any
material respect.


3.05.      RATE POLICY.

By submitting an Order, Advertiser/Agency accepts such Order is subject to these
T&Cs.  All orders accepted for space are subject to credit requirements.  WIS is
not bound by any Order or other document that conflicts with these T&Cs or by
any oral or written promises or representations made by its sales
representatives, and no such promises or representations have been relied on by
Advertiser/Agency in entering into this Agreement.

Rates are set forth on the rate card(s) to which the Order(s) relate and are
guaranteed only for the contract period specified in the Order(s).  Advertising
rates are subject to change.  Advertisers will be notified of any rate changes
and all future ads billed at new rates.  Conditions, other than rates, are
subject to change by WIS without notice.  Less than the specified number of
consecutive insertions will be billed at the current one‑time rate for the issue
in which the Promotion appears.

Rates appearing on the Rate Card are gross and do not include agency commission,
if any.

No coupons or reply cards will be accepted in any Promotions.

Advertiser/Agency is liable for any costs (design fees, set ups, additions or
alterations to advertisements, logos, color, film, reprints, etc.) incurred in
the preparation of its Promotion regardless of whether or not the Promotion
runs.  Materials received after published deadlines are subject to a late
insertion fee and WIS reserves the right to insert the Advertiser’s last-run ad
in its place; if the subject ad is a first-time insertion, WIS will hold space
as long as possible, then insert other advertising in its place at full cost to
Advertiser/Agency.  If space cancellations are received after the space closing
deadline, the Advertiser/Agency will be charged for the Order.  If a Promotion
is cancelled or rescheduled by Advertiser/Agency within 10 business days of send
date a 20% fee plus any production costs incurred by WIS will be charged.


3.06.      BILLING.

Credit terms are strictly enforced.  Payment terms for all WIS products and
services are 100% upon signing, due upon receipt from invoice date.  A 1.5% per
month finance charge will be assessed on all invoices over 30 days in arrears. 
In addition, Customer will reimburse WIS for all collection expenses incurred,
including attorneys’ fees and costs.  Customers more than 60 days in arrears on
any WIS invoice must pay all outstanding invoices or, at WIS’s discretion,
submit payment with copy before any current or future insertions will be
accepted.  Any provision in an Order or other agreement to the contrary
notwithstanding, if Customer is an agency, both Customer and its principal are
jointly and severally liable for all payments due hereunder.  WIS reserves the
right to notify Customer’s principal regarding any overdue and unpaid invoices. 
Except as provided herein, all monies paid by or on behalf of Customer shall be
deemed fully earned and non-refundable at the time of payment.


3.07.      REPRESENTATIONS AND WARRANTIES.

Advertiser/Agency represents and warrants that (a) it has the full power and
authority to enter into this Agreement and grant the rights herein, (b) the
execution and performance of this Agreement shall not constitute a breach or
default under any contract or instrument to which the Advertiser/Agency is a
party, or by which it is bound, (c) it is fully authorized to publish the
Materials contained in the Promotion, in each case including (i) the names,
portraits and/or pictures of any persons living or dead, (ii) any copyrighted
material, trademarks and/or depictions of trademarked goods and services, and
(iii) any testimonials or endorsements contained in any information or art
submitted to WIS as part of a Promotion; (d) the Materials do not violate any
applicable law or regulation; (e) the Materials do not violate or infringe upon
any third party right in any manner or contain any material or information that
is defamatory, libelous, slanderous, that violates any person’s right of
publicity, privacy or personality or may otherwise result in any tort, injury,
damage or harm to any person; and (f) the Materials comprising the entire
contents of the Promotion are accurate and complete and are not misleading.


3.08.      COMPLIANCE WITH LAW.

Advertiser/Agency shall ensure that all Promotions comply with all applicable
Federal, state and local laws and regulations.


3.09.      CONFIDENTIALITY DISCLAIMED.

Advertiser/Agency agrees that WIS has no obligation to maintain the
confidentiality of submitted Materials until publication date.  WIS will hold
Advertiser’s/Agency’s materials for a maximum of one year from last issue date. 
It is the responsibility of the Advertiser/Agency to arrange for the disposition
of artwork, proofs or digital Materials prior to that time, otherwise Materials
will be destroyed at WIS’s discretion.  All requests from Advertiser/Agency must
be submitted in writing.


3.10.      LICENSED RIGHTS.

Customer hereby grants WIS a perpetual worldwide right and license to use,
display, publish, distribute, digitize, copy, perform, license, sublicense,
transfer, make available or transmit the Materials (including any photographs)
provided by Customer hereunder, insofar as such photographs shall have been
provided without inclusion of advertising copy or similar non-photographic
materials, in any media or format not known or hereafter devised, in connection
with the WIS database of travel-related information.


3.11.      LIMITATION OF LIABILITY.

None of WIS, its service contractors, its affiliates and business partners, and
their respective representatives, employees, agents, affiliates and attorneys,
shall be liable for, and Advertiser/Agency hereby releases WIS and each of them
from any claim, injury, loss, damage or liability arising from, in connection
with, or related to: (a) errors in map location indicators, telephone, telex,
facsimile, e-mail numbers, key numbers, reader inquiry numbers or advertisers’
index, for any omitted, misplaced or mispositioned advertisements, or changes in
a Promotion’s text and rates required by an Advertiser/Agency, (b) any loss,
claim, damage, liability cost or expense as a result either of the failure of
Promotion to appear or of the appearance of any errors in the Promotion as
published or the inclusion of any Promotion in any release, and (c) any delays
in delivery and/or non-delivery of a Promotion by or on behalf of WIS due to a
Force Majeure Event as described in Section 4.06.

In addition, and except for the indemnification obligations set forth in these
T&Cs, in no event shall WIS, its service contractors, its affiliates and
business partners, including the Venue and Venue management (on the one hand),
or Customer (on the other hand), or any of their respective representatives,
employees, agents, affiliates and attorneys, be liable for any special,
incidental, indirect, punitive or consequential damages (including loss of
profit or impairment of goodwill) arising out of, or in connection with this
Agreement, whether foreseeable or not, even if a person so released has been
advised of the possibility of such damages.

The liability of WIS and its representatives, employees, agents, affiliates and
attorneys, and Advertiser/Agency’s remedy for any claim of loss or damage
arising from or related to this Agreement, regardless of the form of action,
shall be limited to the portion of the invoiced cost of the Promotion paid to
WIS hereunder.


3.12.      ADDITIONAL TERMS APPLICABLE TO WEBSITES, NEWSLETTERS, APPS AND
EMAILS.

All advertising on the WIS’s websites is subject to the IAB/AAAA Standard Terms
and Conditions For Internet Advertising Media Buys One Year or Less
(Version 3.0) (the “IAB 3.0 Terms”) as amended as follows: (i) in
Section XIV(d), “Commonwealth of Massachusetts” shall be inserted into the first
blank and “Boston, Massachusetts” shall be inserted into the second blank; and
(ii) as set forth in these T&Cs.

All impressions are estimates and not guaranteed.  All impressions and/or other
measurements of advertisements for the websites, newsletters, apps and emails
are based solely on WIS’s calculations.  Unless otherwise agreed to in a signed
writing by WIS, WIS will bill for the advertising on its websites based on each
website’s own ad delivery number and, if applicable, WIS has the right to bill
for advertising in the apps, emails and newsletters based on its own ad delivery
numbers.

Unless expressly agreed by WIS in writing, impressions sold are worldwide only.

For the avoidance of doubt, newsletters and emails are sold by audience size.

In addition to the disclaimers set forth in Section 4.08, WIS disclaims all
warranties and guarantees with respect to its websites, apps, newsletters and
emails, including warranties and/or guarantees relating to: (i) the
availability, uptime and delivery of any impressions and/or advertisements
thereon; and (ii) the quantity, quality or frequency of clicks, opens or
click-through rates.

To the extent Advertiser/Agency collects or obtains any data from its use of any
advertising services provided by WIS, regardless of method or device and
including data that relates to usage of such advertising services, user
behavior, and/or analytics, Advertiser/Agency agrees to comply with
(i) applicable laws, rules and regulations regarding the collection, use and
dissemination of such data, and (ii) the then-current version of any WIS data
policy that may be adopted by WIS from time to time (the “WIS Data Policy”),
which is incorporated herein by reference.

WIS’s electronic services are not commissionable by agencies.

 

_________________________________________________________________________

 


IV.  TERMS AND CONDITIONS APPLICABLE ONLY TO ORDERS CONTAINING CUSTOM RESEARCH
SOLUTIONS.

The following T&Cs pertain and apply only to the custom research solutions
Agreements between the Customer, on the one hand, and WIS, on the other hand,
including Customer’s purchase or license of WIS-owned content and WIS’s
providing of research reports, custom research, custom content, and other custom
research solutions to Customer undertaken by WIS pursuant to the Order(s).


4.01.      SERVICES AND CONTENT.

In using the Services or Content, Customer represents and warrants that all
registration information submitted is truthful and accurate, and covenants that
it will update such information as and when necessary to keep it accurate and up
to date.  Anything contained in these T&Cs to the contrary notwithstanding, if
Customer has executed a separate written agreement with WIS that governs access
to or use of the Content or Services, then the terms of such agreement and not
these T&Cs shall govern and control.


4.02.      TERMS OF USE.

The Content may be accessed only in accordance with the express terms of the
Order and is subject to the prevailing terms of use for the website(s) from
which the Services are accessed.


4.03.      SERVICES.

WIS shall perform the Services in a professional manner on a timely basis and in
accordance with the criteria and specifications set forth in the Order and these
T&Cs.  WIS acknowledges that time is of the essence with respect to performance
of the Services and that prompt and timely performance of all Services,
including satisfying all performance and delivery dates and other requirements
in this Agreement is strictly required.

WIS agrees to perform the Services as more particularly described in the Order
and will do so in accordance with the express provisions set out in the Order
and otherwise substantially in accordance with then-prevailing industry
standards and best practice methods.


4.04.      INTELLECTUAL PROPERTY RIGHTS


(A)

The Content, the Services and all processes, analyses and methodologies,
know-how and trade secrets used by WIS in performing the Services and creating
the Content and any related intellectual property rights throughout the world
and all modifications thereto and derivative works thereof developed solely by
WIS, or by or with the input of another party (the “WIS Intellectual Property”)
are protected by United States copyright and other intellectual property laws,
belong to WIS and may not be used or reproduced by you without the express
written permission of WIS.  WIS hereby reserves any and all intellectual
property rights in the WIS Intellectual Property.


(B)

Customer is and will be the sole and exclusive owner of all right, title, and
interest in and to the results and proceeds of the Services including any
materials created or developed by WIS pursuant to this Agreement (collectively,
the “Works”), including all copyrights and other intellectual property rights
therein, in perpetuity throughout the universe.  In furtherance of the
foregoing, WIS agrees that the Works are works made for hire for Customer as
defined in Section 101 of the Copyright Act of 1976.  To the extent any Work
does not qualify as work made for hire, WIS hereby irrevocably: (i) assigns,
transfers, and otherwise conveys to Customer throughout the universe, all right,
title and interest in and to such Work, including all copyrights and other
intellectual property rights therein, including all registration, renewal and
reversion rights, and the right to register and sue to enforce such copyrights
against infringers; and (ii) waives any and all claims WIS may now or hereafter
have in any jurisdiction to so-called “moral rights” or rights of droit moral
with respect to such Work.  Without limiting the foregoing, Customer’s rights in
the Works include the right to change, edit and rearrange the Works, and
subtract from, add to, and combine the Works with any other material, in whole
or in part as Customer and its successors and assigns determine in their sole
discretion.  Customer has no obligation to use the Works or to exercise any
rights given by this Agreement.  WIS has no right to review or approve the Works
before they are used by Customer or at any other time.


4.05.      LIMITATION OF LIABILITY

In addition, and except for the indemnification obligations set forth in these
T&Cs, in no event shall WIS, its service contractors, its affiliates and
business partners (on the one hand), or Customer (on the other hand), or any of
their respective representatives, employees, agents, affiliates and attorneys,
be liable for any special, incidental, indirect, punitive or consequential
damages (including loss of profit or impairment of goodwill) arising out of, or
in connection with this Agreement, whether foreseeable or not, even if a party
person so released has been advised of the possibility of such damages.

The liability of WIS and its affiliates, representatives, employees, agents,
affiliates and attorneys, and Customer’s remedy for any claim of loss or damage
arising from or related to this Agreement, regardless of the form of action,
shall be limited to the portion of the invoiced cost of the Promotion paid to
WIS hereunder.

 




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