OneMIP - The TV industry’s largest content showcase

License: general terms and conditions digital offering

The provisions of the ONEMIP GENERAL TERMS & CONDITIONS

 (the “General Terms and Conditions”) shall apply to any Customer, who requests admission to OneMip Platform managed by RX France,

 a French joint stock company with a capital of 90,000,000 euros, having its registered offices at 52 Quai Dion Bouton 92800 Puteaux, France, registered with the Nanterre Companies Registry under n°410 219 364. The General Terms and Conditions in this Schedule are incorporated by reference into your Agreement, together with the agreement order registration and/or online registration (the “agreement order”), the Digital Platform Users Terms and Conditions and any Terms and Conditions referenced therein.

Management” shall be defined as RX France, a division of RELX Inc. and the “Customer” or “Participant” shall be defined as the individual or company designated on the agreement order and receiving a License under this Agreement. Each of Management and Customer shall be referred to herein as a “Party” and, collectively, the “Parties”.  

The “Digital Offering” shall refer to any virtual provided to the Customer (including but not limited to : Directory listing, Company page, Users, Product leads (content), Visibility, Showcase, Analytics, Personal advisor, Sponsoring), each of which shall be managed by Management, and which shall be distributed via one or more digital distribution platforms (collectively, the “Platform”). The Platform is determined by and may be modified by Management in its sole discretion without notice to Customer.

Each of the following are incorporated by reference in this General Terms and Conditions and, therefore, the Agreement: (i) the “Service Documentation” (as provided by Management or made available to all customers on the Digital Offering website and as may be amended from time to time); (ii) the rules and regulations of the Platform as may be provided to Customer by Management or made available to customers on the Digital Offering website or Platform; (iii) the Digital Offering terms of service, designated in the registration, applicable to each participant and/or users accessing the Digital Offering (each, a “User”), any Digital Offering codes of conduct, and the Digital Offering’s “IP Issues and Procedures” (each as may be made available to customers on the Digital Offering website and as may be amended from time to time); and (iv) any other terms incorporated herein by reference. 

1. License Grant

Pursuant to the Agreement, Customer hereby receives a limited license (the “License”) to participate in the Digital Offering(s) as an exhibitor or other Participant. The License permits Customer’s authorized Users to utilize the specified virtual stand(s) or other virtual profile or service provided to Customer by Management within the Platform (the “Company Page”) (as set forth on the agreement order) in order to create a virtual experience, engage with Users and to utilize, where applicable, Management provided services. Customer shall be solely responsible for any and all expenses associated with Customer’s use of the Company Page. 

2. Ownership and Management of the Digital Offering(s).

Ownership. Customer acknowledges that Management is the sole and exclusive owner of (or the co-owner of, or the exclusive licensee to, as the case may be) the Digital Offering, and all tangible and intangible assets related to same, including, without limitation, Digital Offering names, trademarks, service marks, trade dress, and logos, as well as all interests related thereto and the goodwill associated therewith. Management retains all right, title, and interest in and to any such assets which Management may provide to Customer in connection with this Agreement. 

3. Payment terms

Customer shall pay to Management all amounts due (the “Fee”) in accordance with the Agreement and the payment terms included herein. If no payment terms are specified, the Fee shall be due and payable within thirty (30) days of the invoice  date. Management reserves the right to suspend or terminate Customer’s License and/or access to the Digital Offering if the Fee is not paid in accordance with the payment terms.  Once purchased, the License is non-refundable and non-transferable. In the event of Customer’s cancellation, Customer remains responsible for the full payment of the Fee. 

Late Fees; Collection Fees.

In accordance with Article L. 441.10 of the French Commercial Code (Code de Commerce), in the event of late payment, the Customer shall be liable for late payment penalties calculated at three (3) times the legal interest rate, as from the day following the payment date as indicated here above or shown in the agreement order and/or on the invoice and of a flat compensation for recovery costs in the amount of 40 euros, it being specified that if the exposed recovery costs are superior to 40 euros, the Management may ask for supplementary compensation, with justificatory documents. This provision shall not be deemed a grant of an extension of time to make payment. If and when the issue giving rise to the suspension to the Digital Offering has been resolved, at the Management’s discretion, the Customer may be offered a substitute alternative solution.  Failure to pay the price in full may preclude the Customer from registering for any future Event of the Management. 

4. Term and renewal

For MIPCOM 2023 contracts signed before the 10th of February 2023, the Agreement is concluded for one (1) year from the 1st of August following the signature of the Agreement (the “Date”).

Unless written notification that terminate the Agreement after giving one (1) month notice, the Agreement will be automatically renewed every year on the same Date under the same terms.

The above shall not apply for Sponsoring and for Customers that purchased the Digital Offering within an exhibition space of a physical event (the “physical participant”).

For physical participant, Sponsoring, the Agreement is concluded for one (1) year for renewal, Parties shall expressly agree on the renewal or purchase a service for a physical event.

For MIPTV 2023 contracts signed after the 10th of February 2023, the Agreement is concluded with a provision of service starting following the signature of the Agreement (the “Date”) until the 30th of June 2023.

For Events taking place from the 1st of June 2023 on, the Agreement is concluded for 6 months with a provision of service starting, following the signature of the Agreement (the “Date”):

• for MIPCOM and MIPJUNIOR customers from the 1st of July to the end of February

• for MIPTV and MIPDOC customers, from the 1st of march  to the 30th of June 

The above shall not apply for Sponsoring and for Customers that purchased the Digital Offering within an exhibition space of a physical event (the “physical participant”).

5. Advertisements

All advertisements are subject to Management approval. Management may, at its sole discretion, reallocate advertising or revise the advertising layout. Management may offer new advertisement products or positions throughout the Digital Offering cycle that may not be offered at the time of execution of this Agreement. 

6. Eligible Activities

Customer shall present only Customer Materials (as defined herein) directly related to the Digital Offering’s industries and of specific interest to Digital Offering Users. Management reserves the right to determine the eligibility of any Customer Materials for display or use within the Company Page.

At Management’s request, Customer shall provide Management with a written summary   of their intentions for the Company Page (the “Digital Company Page Plan”). Management reserves the right to require changes to the Digital Company Page Plan in its sole discretion, provided, however, that any Management review of the Digital Company Page Plan or requirements related to the Digital Company Page Plan shall in no way shift the liability with respect to the Company Page from Customer to Management.

Only Customer’s products may be displayed in the Company Page. The Company Page must be used solely for the purpose of promoting Customer’s products and/or services and shall not be used for other business purposes. Customer shall not use the Company Page to promote any other physical or virtual offering, including an exhibition or conference, without Management’s prior written consent. Use of the Company Page for the purpose of soliciting prospective employees, and employee-recruiting activity of any kind, are prohibited, without Management’s prior written consent. Management rulings with regard to any Company Page use are final.

Customer shall be solely responsible for the setup of the Company Page, including, but not limited to, the design and inclusion of the Customer Materials, and such setup shall be carried out in accordance with the Service Documentation and the reasonable instructions of Management. The positioning and allocation of the Company Page within the Digital Offering shall be determined by Management in its sole discretion. Customer’s participation in, and continued access to and presence at, the Digital Offering are each subject to Customer’s strict compliance with this Agreement, as determined by Management in Management’s sole discretion. Management reserves the right to remove from the Digital Offering (in whole or in part), the Company Page, Customer, or any Customer Representatives (as defined herein) upon determination that the same is not in compliance with the Agreement. Management shall provide no refunds in the event of such removal.

Only a brand’s owner or a representative who is authorized by such owner may present such brand in the Digital Offering. For any brand Customer presents in connection with the Digital Offering, if Customer is not such brand’s owner, Customer represents and warrants to Management that Customer is authorized to represent such brand and will comply with any applicable agreements with such brand’s owner at all times in connection with the Digital Offering. Management reserves the right to verify the identity and status of a brand’s owner or authorized representative. In the event of a conflict between a brand’s owner and any alleged or authorized representative, the brand’s owner shall have the sole right to present such brand in the Digital Offering.

To the extent Customer (and/or any third parties hired by or acting on behalf of Customer) manages, operates, administers, runs, or is otherwise responsible for one or more sweepstakes, contests, giveaways, or any other chance- or skill-based promotions which are promoted or taking place in the Company Page (each, a “Promotion”), Customer represents and warrants that Management shall not be a sponsor, endorser, or administrator of such Promotion and that Management is not affiliated with or responsible for any aspect of any such Promotion in any way. Customer further represents and warrants that the official rules for each such Promotion will explicitly release and hold harmless Management; each of its parents, subsidiaries, affiliates, and divisions; each of their respective directors, officers, employees, agents, shareholders and successors; and any other party that may be indicated to Customer by Management, from any and all liability associated with such Promotion.

7. Customer Materials; Publicity and Promotion; Intellectual Property.

Customer Materials” shall mean any materials, products, or services presented or displayed by Customer, or provided to Management by Customer, in connection with the Digital Offering, including, without limitation, any images, videos, logos, trademarks, service marks, advertisements and/or promotional copy, plans, data, lists, content, course materials, presentations, and the name, voice, and likeness of any Customer Representatives in connection with the Digital Offering. Notwithstanding the foregoing, the Customer Materials and the goodwill associated therewith at all times shall remain the sole and exclusive property of Customer.

Customer hereby grants to Management a limited, irrevocable, non-exclusive worldwide royalty-free right and license to use, publish, reproduce, and distribute the Customer Materials, in all media formats (whether now known or hereafter existing), worldwide, solely in connection with Management’s performance hereunder and the distribution, promotion, and publicity of (i) the Digital Offering(s) (including live, virtual and future iterations thereof) and (ii) Management’s business, services or products (collectively, the “Management Use”).

Customer represents and warrants that: (i) Customer is the sole and exclusive owner of (or co-owner or licensee to, as the case may be) the Customer Materials; (ii) the Customer Materials, and the Management Use thereof, does not and will not infringe any copyright, patent, trade secret, trademark or other proprietary rights of any third party and shall not violate, or cause the violation of the privacy rights of any third party, or be contrary to any Compliance Requirements (as described herein); (iii) Management may use the Customer Materials for the Agreement performance and for promotion use and without the need for any payments for five (5) years following the execution of the present Agreement and worldwide; (iv) any Customer Materials displayed within any Company Page do not contain any viruses, adware, spyware, worms, bombs, or other harmful or malicious code; and (v) Customer has the right to provide Management with, or to present or display, the Customer Materials in connection with the Digital Offering. Management assumes no liability for any Customer Materials or for any loss or damage resulting therefrom.

Management expects Customer to respect the intellectual property rights of other parties. Customer shall not market, sell or display any materials, products or services in connection with the Digital Offering that are counterfeit or which in any way infringes trademarks, copyrights, patents or other intellectual property of a third party. Customer warrants that the Customer Materials which Customer or its Customer Representatives submit for use in any media (including, but not limited to, ads, the Digital Offering website or any Digital Offering publication) shall not infringe the intellectual property rights of any third party and shall not contain anything which is libelous, obscene, indecent, blasphemous, discriminatory, offensive, or in any way unlawful. Any Customer involved in unauthorized, counterfeit or infringing activity, will be subject to having all such unauthorized, infringing, counterfeit or misleading materials, products or services removed from the Digital Offering and Customer being removed from current and future Digital Offerings. Management does not accept liability for intellectual property infringements that may be committed by the Customer.

8. No Assignment; No Sub-Licensing

This Agreement (and the License granted hereunder) is non-assignable by Customer. Customer shall not use the License for any other use than the one granted by the Management as described in the registration. . Customer shall not sub-license or assign the Company Page or any part thereof, shall not permit any third party to occupy, utilize, or in any way conduct business in the Company Page or any part thereof, and shall not transfer any rights granted in this Agreement to any third party without Management’s prior written consent. Any violation of the foregoing, including without limitation an attempted assignment of the Agreement or License by Customer, shall be null and void and shall constitute a breach, resulting in termination of the Agreement and cancellation of the License. Management may assign the Agreement at any time to its affiliate or any owner/purchaser of the Digital Offering, by operation of law or otherwise.

9. Customer Conduct

Unless the Digital Offering is open to the general public (a “Consumer Offering”), retail sales are prohibited during the Digital Offering and entitle Management to shut down the Company Page and remove Customer from the Platform.  Management retains sole discretion to approve, control or prohibit which samples and other items may be offered, advertised or promoted in connection with the Digital Offering. Any Customer demonstration, distribution or activity that redirects web traffic or prevents ready access to other customers’ space within the Digital Offering is prohibited and shall be suspended permanently or for any periods specified by Management. 

10. Report Customer’s inappropriate content or behavior

If you wish to report (i) content that violates our Code of Conduct and / or (ii) any content that violates laws on discrimination, defending terrorism, harassment, violence, we invite you to complete this form and then please, choose the category “Report inappropriate content”.

We will investigate and do our best to remove the content, if applicable.

11. Compliance Requirements

Customer shall comply with all applicable laws, codes, ordinances, rules and regulations, standards, and judicial or administrative orders with regard to its participation in and activity in connection with the Digital Offering and shall give all required notices and obtain all required authorizations, licenses, consents, approvals and permissions under such laws and any rules and regulations from the Platform. In the event there are material changes to applicable laws, codes, ordinances, rules or regulations (including those of the Platform) which may have the effect of changing whether or not Customer’s contemplated activities in connection with the Digital Offering are legal and/or permissible, as determined by Management in its sole discretion, Customer acknowledges and agrees that Management shall have a right to terminate this Agreement and Management shall not be liable for any costs, damages, fees or other expenses of Customer as a result of any such termination.

12. Customer Representatives

All authorized individuals who access the Digital Offering via credentials provided by Management to Customer, including, but not limited to, Customer’s employees, representatives, sub-contractors (each a “Customer Representative” and collectively the “Customer Representatives”) shall each be deemed a User, must be 18 years of age or older (unless otherwise approved by Management in writing) and, by participating in the Digital Offering, Customer shall be liable for its Customer Representatives use of the Platform. Management will have no responsibility for supervision or control over any Customer Representatives in connection with the Digital Offering. Management limit the number of Customer Representative Users accessing the Platform, as described in the registration. Offensive, abusive or discriminatory language and/or behavior is not permitted in connection with the Digital Offering and Management reserves the right to determine, in its sole discretion, whether the behavior or presence of any Customer Representative is acceptable. Where Management provides appointments for Customer, remote interactions for Customer with Users, or speaking opportunities for Customer in connection with the Digital Offering, Customer represents and warrants that Customer will promptly attend such appointments or opportunities remotely wearing suitable attire. 

13. Default in Presentation

The actual population with product by Customer of the Company Page is a material obligation of Customer and is of the essence of the Agreement. The Company Page must be populated or utilized by Customer at all time. If a Company Page is not populated or is inactive at any point, Management may remove it from the Digital Offering in its sole discretion. 

14. Customer Breach

If Customer or Customer Representative breaches any provisions of or its obligations under the Agreement (including those incorporated by reference), (1) Management may immediately, without notice, terminate the License hereunder and prohibit Customer from presenting at the Digital Offering or accessing the Platform and may deactivate, remove, or alter the Company Page or any part thereof and utilize such Company Page for any purpose Management may see fit without in any way releasing Customer from any liability hereunder; (2) may prohibit Customer from all future virtual offerings, events and exhibitions run by Management; (3) Management shall retain all amounts paid hereunder and Customer shall pay Management any remaining balance outstanding according to the agreement order; and (4) Management may pursue any other legal or equitable remedies to which it is entitled. Further, Management may remove any or all Customer Materials from the Digital Offering website or from the Platform. If the License is terminated as described in this section, Management shall not be liable for any costs, damages, fees or expenses of Customer as a result of such termination. 

15. Resolution of Certain Disputes

If there is a dispute or disagreement between (1) Customer and a Digital Offering service provider, (2) Customer and the Platform, or (3) Customer and one or more Users or other customers, Management’s interpretations of this Agreement and the rules governing the Digital Offering and its actions or decisions concerning the dispute or disagreement and its resolution shall be binding on Customer. While Management may help facilitate the resolution of disputes through various programs, Management has no control over and does not guarantee: the existence, quality, safety or legality of products; the truth or accuracy of any content or listings; the ability of any customer to sell items; the ability of buyers to pay for items; or that a buyer or customer will actually complete a transaction or return an item.

16. Customer Directory, Digital Offering Website & Digital Offering Publications

Customer authorizes Management to publish Customer’s directory entry on Digital Offering website(s), on the Platform and in any other directory relating to the Digital Offering or relevant industry. In the event such directory entry is not created automatically in connection with the Digital Offering setup process, Customer will be required to complete its own directory entry on the Digital Offering website and/or the Platform; provided that Customer acknowledges and agrees that Management may prepopulate the Digital Offering website and/or the Platform on Customer’s behalf with information which Customer previously provided to Management (if available). Customer may update, change, or remove any such prepopulated information at any time via the Platform or by contacting Management. If Customer fails to complete its directory entry on the Digital Offering website, Management shall be entitled to enter Customer’s details from the agreement order and a description from a previous Digital Offering year (if available) on its behalf. Management shall not be liable for any omissions, misquotations or other errors, including, without limitation, any which appear in the Digital Offering directory, on the Digital Offering website, in the official catalogue of the Digital Offering or any other media. 

17. Privacy

The personal data provided by Customer to Management is necessary for the fulfilment, administration, management and execution of the Agreement. Data provided to Management shall be used in accordance with the Management privacy policy located at https://privacy.reedexpo.com, as amended from time to time.

Data may be transmitted to Managment’s partners, which may become Data Controllers, organizing an event or a session, or publishing a video, that Data Subject attend to and/or watch online.

The registration details supplied above (name, company, role title, email address and telephone number) will be added to the OneMip show directories to facilitate the in-show networking and deal-making services provided to you. Participants may not use the information provided within our directories for any other purpose.

Customer and Customer Representative may exercise their right to access, obtain, correct and oppose the use of their personal data, to the extent that such data is processed solely by the Management, by writing to Privacy Centre webform

18. Duplication and Recording

Customer is prohibited from making any recordings or taking screen shots or photographs of any part of the Digital Offering, including, but not limited to, other customers’ virtual presentation, Company Page or products, except with the written consent of Management in advance of the Digital Offering, to be granted or withheld at Management’s sole complete discretion. Customer is prohibited from copying or circulating any materials, content or User lists in relation to the Digital Offering except with the written consent of Management, to be granted or withheld at Management’s sole complete discretion. Such violations may be considered a Customer Breach and result in termination of the License hereunder. 

19. Indemnity

Customer shall indemnify and hold harmless Management, Digital Offering’s owner(s) and sponsors, the Platform’s provider, and each of their respective officers, directors, employees, representatives, shareholders, successors, and other agents, from and against any and all actual or alleged claims, liabilities, losses, suits, damages, judgments, proceedings, fees, expenses, costs (including, without limitation, reasonable legal fees) and charges of every kind arising out of or resulting from:

 

a. Customer’s execution of the Agreement, Customer’s use of the Company Page, and Customer’s presentation in connection with the Digital Offering;

b. the actions, inactions or negligence of Customer or any Customer Representative, including the breach by Customer of any representation, warranty or obligation contained in this Agreement;

c.  the breach by Customer of the intellectual property rights of any third party, whether knowingly or unknowingly, and whether intentionally or unintentionally (including, but not limited to, the Customer Materials, the sale or distribution of pirated goods and counterfeits/”knock-offs” of existing products and services, or Customer’s use of music in connection with the Digital Offering);

d. Management Use of any Customer Materials (and any materials contained within the Customer Materials), including, but not limited to, any Digital Offering directory, website, and publications or content;

e. Customer’s allegations of infringement against another Customer, including, but not limited to, Customer’s service of process on another Customer; or Customer’s service of a judicial/administrative order on another Customer,

f.   Customer’s violations of any legal and/or regulatory requirements; and/or

Actions taken by Management at the request of Customer regarding the asserted intellectual property rights of Customer; or actions taken by Management, in Management’s discretion, in regard to the asserted intellectual property rights of Customer.

20. Limitation of Liability

Management is not responsible for the actions of any Digital Offering User in connection with the Digital Offering, including, but not limited to, any User’s attempt to circumvent or otherwise interfere with the security, integrity, or conduct of the Digital Offering. Customer’s interactions with third parties, including, but not limited to, Digital Offering Users, in connection with the Digital Offering, are solely between Customer and such third party. Additionally, Management is not responsible for any problems or technical malfunction of any network or lines, servers or providers, equipment or software which are beyond Management’s control, including, but not limited to, any injury or damage to Customer or Customer’s property resulting from participation in the Digital Offering.  Management makes no representations or warranties with respect to the number of Users or the demographic nature of such Users. In no event shall Management be liable for any special, consequential or indirect damages, loss of profits, loss of business, loss of revenue, loss of goodwill or loss of anticipated savings.

Management shall not be held responsible for missing meeting or Networking.

Lastly, compensation for any harm thus sustained by the Customer may never exceed the Fee.

21. Service Level Agreement

In case of Platform disturbance or unavailability we invite you to complete this form and then please, choose the category “Platform disturbance”

We will do our best efforts to fix the disturbance within 48 business hours, from Monday to Friday.

22. Insurance

Customer shall take out all insurance policies necessary for their participation in the Digital Offering. The Management declines all liability in this regard, in particular for the loss of personal property.   

Customer shall take out additional insurance policies as necessary.  The Management shall in no event be liable for any claim for which Customers may be liable or any loss Customers may incur in the event of inadequate insurance cover. Customer agrees that neither the Management nor the Platform operator shall be held liable for any claims raised by a third party regarding the Customer Material.

Proof of Insurance. At Management’s request, Customer shall provide certificates or other acceptable evidence of insurance evidencing the foregoing coverage and shall provide Management with prompt written notice of any material change to the same. Such certificates must list the aforementioned policies and clearly list the required additional insureds.

Failure to Comply. Customer’s failure to comply with the insurance requirements in this section shall not relieve Customer of its indemnification obligations under this Agreement.

23. Force Majeure

If, in the sole discretion of Management, the management or operation of the Digital Offering or the performance of Management under the Agreement are interfered with or rendered impossible or commercially unreasonable by virtue of a Force Majeure (as defined below), the Digital Offering (or any part thereof) may be temporarily suspended or terminated by Management.

A “Force Majeure” shall be any causes or circumstances beyond Management’s reasonable control, including, without limitation, fire; storm; casualty; flood; epidemic; pandemic; earthquake; hurricane; explosion or accident; blockade embargo; inclement weather; governmental restraints; restraints or orders of civil defense or military authorities; war; act of public enemy; riot or civil disturbance; act or threatened act of terrorism, strike, lockout, boycott or other labor disturbance; Platform cancellation, inability to secure sufficient labor; power failure; equipment failure; Technical Impossibility (as defined below); local, state or federal laws, ordinances, rules, orders, decrees or regulations whether legislative, executive or judicial, and whether constitutional or unconstitutional. Management shall not be responsible for delay, damages, loss, costs or other unfavorable conditions arising by Force Majeure.

As used herein, “Technical Impossibility” means that the Digital Offering, any part thereof or any obligation hereunder of Management is delayed, disrupted, technically impaired, or corrupted by infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical problems, failures, malfunctions or other causes beyond Management’s control which may have destroyed, corrupted or undermined the security, integrity or feasibility of the Digital Offering or any portion thereof.

If Management temporarily suspends the Digital Offering (or any part thereof) for reason of Force Majeure or for scheduled maintenance, such suspension shall not be deemed to be a breach or violation of the terms of this Agreement.

If Management terminates the Digital Offering for reason of Force Majeure: (i) such termination shall not be deemed to be a breach or violation of the terms of this Agreement; (ii) Management will notify Customer and, upon receipt of such notification, this Agreement shall be terminated; and (iii) Customer shall be entitled to a pro-rated refund of the portion of the Fee paid to Management as of the date of such notification.

With the exception of the pro-rated refund, Management shall not be responsible for delay, damage, loss, costs or other unfavorable conditions arising by Force Majeure.

24. Confidential Information

Customer may be exposed to or provided with non-public information which would be deemed confidential by a reasonable person receiving such information (“Confidential Information”), including, but not limited to, the terms of this Agreement; Management’s business, financial, technical, sales, pricing, or customer information; Management’s development plans; any source code, technology, or processes; any personal data or personally identifiable information; and the Service Documentation, Management’s policies, and any security measures relating to the Digital Offering. Customer shall hold Confidential Information in confidence using the same degree of care as it normally exercises to protect its own confidential or proprietary information, but in no event shall it use less than reasonable care. Customer agrees not to disclose any Confidential Information unless the Confidential Information: (i) is or becomes public knowledge through no fault of Customer; (ii) was in Customer’s possession before receipt from Management and was not subject to a duty of confidentiality; (iii) is rightfully received by Customer without any duty of confidentiality; or (iv) is independently developed by Customer without use of the Confidential Information. If Customer becomes legally compelled to disclose any of the Confidential Information, Customer will: (i) provide Management with prior written notice thereof so that Management may seek a protective order or other appropriate remedy if Management so chooses, and (ii) if required, disclose only as much of the Confidential Information as is required.

25. Non-Disparagement

At all times this Agreement is in effect, including, but not limited to, Customer’s marketing and promotional activities for the Digital Offering (if any), Customer shall conduct itself in accordance with generally accepted decorum which will reflect favorably on the image, reputation and good will of the Digital Offering and shall not disparage, through speech or conduct, Management, the Digital Offering, the Digital Offering’s sponsors, other customers, or the products/services of the Digital Offering’s sponsors and/or other customers.

26. Admission to Digital Offering

Management shall have sole control over the access and/or registration policies for Users in connection with the Digital Offering at all times. See Digital Offering website for the admission policy. 

27. Data Collection and License

Customers undertake not to use the data for any other purposes. Customer that would use the data contained in the database for their own purpose are deemed data controllers and bear all the liabilities of this status towards other customers. The Management shall, under no circumstances, be held liable regarding the unlawful data processing and use from other customers or third parties;

28. Notices

Any notices to Management shall be given in writing completing this form and then please, choose the category: “Digital Platform” and the subcategory “ User inqueries”

29. Governing Law; Forum Selection Clause

The General Terms and Conditions and the Contract Documents are governed by French law. IN THE EVENT OF A DISPUTE CONCERNING THE VALIDITY, INTERPRETATION OR PERFORMANCE OF THIS DOCUMENT, THE PARTIES UNDERTAKE TO SEEK AN AMICABLE RESOLUTION WITH THE POSSIBILITY OF USING A MEDIATOR. IN THE EVENT THAT THE PARTIES FAIL TO REACH AN AMICABLE SOLUTION, THE COURTS OF PARIS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR SUCH DISPUTE, WHICH THE PARTIES EXPRESSLY ACCEPT.

30. Reservation of Rights; No Waiver

Management reserves the right to take any action that is reasonably necessary in the sole judgment of Management for the protection of the Digital Offering and/or the Users. Neither the failure of Management to require strict compliance with any provision of this Agreement nor the failure, delay or omission by Management in exercising any right with respect to any provision of this Agreement will be construed as a waiver or relinquishment to any extent of Management’s right to assert or rely upon any such provision or right in that or any other instance.

31. Severability

If any provision of this Agreement is judged to be invalid or unenforceable, the defective provision shall first be revised, limited or amended, consistent with the general intent of the provision, such that it is valid and enforceable, and the remaining provisions of this Agreement shall be unaffected and shall remain enforceable.

32. Survival

Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

33. Headings

The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretations of this Agreement.

34. Integration of Agreement; Non-Reliance; Remedies Cumulative

This General Terms and Conditions, including the terms incorporated by reference herein, and the entire Agreement constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting generally the enforcement of creditors’ rights. Customer acknowledges that in entering into the Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement. The rights and remedies provided by this Agreement are cumulative and use of any one right or remedy by either Party shall not preclude or waive the right to use any or all other rights or remedies. Such rights and remedies are given in addition to any other rights or remedies the Parties may have by law, statute, ordinance, or otherwise.

23/11/2022 Version