1. Definitions
In these Terms and Conditions, the following definitions apply:
- 1.1. “Application Form” means the application form document to which these Exhibition Terms and Conditions are attached or referenced, integrated, or linked, specifying the package details that the Organizer may agree to at its discretion, and to which these rules apply. The Organizer has the absolute discretion to approve the Application Form.
- 1.2. “Financial Year” means the twelve (12) month period from January 1 to December 31.
- 1.3. “Exhibitor” means the person, institution, association, or organization listed on the Application Form that purchases the Package.
- 1.4. “Terms and Conditions” means the rules stated in the Application Form.
- 1.5. “Agreement” means the contract entered into between the Exhibitor and the Organizer, comprising the “Terms and Conditions” and the “Application Form.”
- 1.6. “Data Protection Laws” means all laws related to data protection and privacy applicable in the region where the Organizer or Exhibitor processes personal data, the location where the Exhibition takes place, the location where elements of the Package are provided, and/or the respective regions of the Organizer or Exhibitor.
- 1.7. “Device” means applications and barcode scanner devices used to scan visitor information.
- 1.8. “Directory” means online product and/or service directories or other publication formats, serving as a directory for exhibitors, sponsors, and attendees, which may include, but is not limited to, matchmaking features.
- 1.9. “Directory Content” means all content, materials, and other information directly uploaded to the Directory by the Exhibitor and/or its personnel, or provided by the Exhibitor and/or its personnel through other means for inclusion in the Directory.
- 1.10. “Exhibition” means the exhibition, conference, side event, or other event hosted by the Organizer and facilitated through the exhibition specified in the Application Form.
- 1.11. “Participation Fee” means the amount payable by the Exhibitor for the Package specified in the Application Form.
- 1.12. “Force Majeure Event” means any event or circumstance beyond the Organizer’s reasonable control (including, but not limited to, government regulations or actions, imposition of sanctions, import/export bans, military actions, acts of terrorism or war, riots, epidemics, pandemics, fires, acts of God, floods, droughts, earthquakes, natural disasters, power outages and malicious hacking attacks, negligence of third-party contractors/suppliers, damage to or cancellation of the venue, industrial disputes, interruption or failure of public services such as electricity, or nuclear, chemical, or biological contamination).
- 1.13. “Intellectual Property Rights” means trademarks, trade names, domain names, logos, design rights, copyrights, database rights, moral rights, goodwill, rights of confidence, know-how and trade secrets, and all other intellectual property rights or similar rights, whether registered or not, currently existing or arising in the future, valid anywhere in the world.
- 1.14. “Exhibitor Manual” means the manual provided by the Organizer to the Exhibitor containing general information about the Exhibition and rules to be observed, which may be updated by the Organizer from time to time.
- 1.15. “Marketing Services” means the marketing service elements of the Sponsorship specified in the Application Form, which includes promotional campaigns such as, but not limited to, sending emails to third parties.
- 1.16. “Materials” means all content, materials, and other information provided by the Exhibitor and/or its personnel, including but not limited to the Exhibitor's company name, profile information, descriptions of products and/or services, logos, manuscripts, texts, photos, audio, video, design works, content session data, and Directory Content.
- 1.17. “Opening Date” means the scheduled first day of the Exhibition, representing the first day the event is accessible to the public.
- 1.18. “Organizer” means the entity providing the Package, specifically KOAMI MESSE Co., Ltd., as stated in the Application Form.
- 1.19. “Organizer Group” means the Organizer and its affiliates whose ultimate parent company is the Korea Association of Machinery Industry (KOAMI).
- 1.20. “Venue Owner” means the person or entity that owns, manages, and/or operates the exhibition venue.
- 1.21. “Package” means the exhibition space and/or sponsorship, directory, and/or device package purchased by the Exhibitor in connection with the Exhibition stated in the Application Form, the contents of which may be updated from time to time by mutual agreement.
- 1.22. “Personnel” means employees, consultants, agents, other representatives, or subcontractors (or the employees, consultants, agents, or other representatives of such contractors) associated with or employed by the Exhibitor in connection with the Exhibition.
- 1.23. “Reportable Breach” means any security breach leading to the accidental, unauthorized, or unlawful processing, destruction, loss, alteration, or access to personal data.
- 1.24. “Exhibition Space” means the exhibition area provided to the Exhibitor via the Application Form.
- 1.25. “Sponsorship” means the sponsor and/or promotional elements for the Package specified in the Application Form, including but not limited to advertising, marketing services, and/or opportunities to sponsor, contribute to, or participate in content sessions.
- 1.26. “Venue” means the location where the Exhibition is held.
2. Package
- 2.1. Upon submission of the signed/sealed Application Form to the Organizer, it shall be deemed an offer to purchase the Package in accordance with the Terms and Conditions, and the Exhibitor cannot revoke it. The submission of the Application Form does not guarantee that the Exhibitor will necessarily (i) be permitted to exhibit or participate in the Exhibition, (ii) be assigned to a specific hall, section, or location within the Venue, and/or (iii) be provided with the exact Package, including but not limited to the physical exhibition space and/or sponsorship. The Organizer reserves the right to reject any Application Form. The Application Form shall become legally binding as an Agreement once the Organizer sends a written acceptance (via email or other means) to the Exhibitor, regardless of receipt. Except as specified in these Terms and Conditions, any changes to the terms of this Agreement, including Package updates, are invalid unless agreed upon in writing by both parties. These Terms and Conditions apply to the exclusion of any terms implied by trade, custom, practice, or course of dealing that the Exhibitor may seek to apply.
3. Participation Fee
- 3.1. The Exhibitor must pay the Participation Fee in accordance with the payment terms specified in the Application Form. The Organizer assumes no responsibility if the Exhibitor pays the Participation Fee (or any part thereof) to a bank account other than the one designated by the Organizer. In particular, the Organizer is not liable for any losses suffered by the Exhibitor or its personnel in connection with third-party fraud, such as bank account communication fraud, identity theft, or other scams, nor is it liable for any other losses, damages, costs, or claims. The Exhibitor's payment obligation under this Agreement is only fulfilled upon payment of the Participation Fee to the Organizer's designated bank account. If the Exhibitor receives information from the Organizer regarding a change in the designated bank account, the Exhibitor must verify this directly with the Organizer. Without prejudice to any other right or remedy, if the Organizer does not receive the Participation Fee in its designated bank account by the due date, the Organizer may take the following actions: (i) deny the Exhibitor and its personnel access to the Exhibition, (ii) refuse to provide and/or withdraw the Package, and/or (iii) charge interest on the overdue amount at a rate of 4% per annum above the base lending rate of HSBC Limited in Seoul from the due date until paid, compounded quarterly, regardless of any judgment establishing the debt. If the Organizer takes such actions, the Exhibitor shall not be entitled to a refund of any Participation Fees already paid and remains liable for the full Participation Fee.
- 3.2. The total contracted Participation Fee must be paid to the Organizer, and the Exhibitor is solely responsible for paying (i) bank and other payment and transfer fees, and (ii) any separate applicable taxes, including VAT, GST, sales, and/or service taxes, in addition to the Participation Fee. If withholding tax is required to be paid on all or part of the Participation Fee, the Exhibitor must pay the withholding tax directly to the relevant tax authority and provide the Organizer with a valid certificate of payment. If a valid certificate is not provided or if the Organizer is unable to recover the withholding tax, the Participation Fee amount (without limitation, and including amounts incremented due to this circumstance) will be increased as necessary to compensate.
- 3.3. The Exhibitor agrees that the Venue Owner and/or the Organizer may require specific services to operate the Exhibition efficiently and safely. These specific services include, but are not limited to, connection to and consumption of public utilities such as electricity, and auditing of the exhibition booth floor plans. These services may be provided by contractors selected by the Venue Owner and/or the Organizer, and the Exhibitor must use these contractors for such services. The costs for utilizing these services will be outlined in the Exhibitor Manual or provided in writing by the Organizer prior to the Opening Date. As this constitutes an agreement between the Exhibitor and the contractor, the Exhibitor is responsible for paying the service costs directly to the respective contractor in accordance with their payment terms. If the Exhibitor fails to pay the service costs per the contractor's terms, the Organizer may, at its discretion: (i) pay the Exhibitor's service costs directly to the contractor and then re-invoice the Exhibitor, or (ii) consider the Exhibitor to have committed an irremediable material breach and exercise its rights under Article 15, Section 1 of this Agreement.
4. General Obligations of the Exhibitor
- 4.1. The Exhibitor must comply with (i) all laws (including, but not limited to, all laws related to anti-bribery, anti-corruption, trade sanctions, modern slavery prevention, and export controls), (ii) all rules published from time to time by the Organizer and/or Venue Owner regarding the Package (including, but not limited to, mandatory health, safety, and security regulations and guidelines), and (iii) the provisions specified in the Exhibitor Manual (including, but not limited to, all operational requirements).
- 4.2. The Exhibitor warrants, represents, and undertakes the following: (i) it has the right, capacity, and authority to enter into this Agreement and perform its obligations hereunder, and (ii) the party signing or legally accepting this Agreement on behalf of the Exhibitor has the necessary authority to do so.
- 4.3. The Exhibitor and its personnel must not (i) act in a manner that causes offense, annoyance, nuisance, or inconvenience to the Organizer, Venue Owner, and/or Exhibition attendees, (ii) engage in any action that may negatively impact the reputation of the Organizer, Venue Owner, and/or the Exhibition, and/or (iii) cause or permit any damage to the Venue or to any fixtures or fittings not owned by the Exhibitor.
- 4.4. The Exhibitor must cooperate in good faith with the Organizer regarding all matters related to the Package and/or the Exhibition. The Exhibitor must provide the Organizer, without limitation, all information reasonably requested by the Organizer concerning the Package and ensure such information is accurate.
- 4.5. The Exhibitor is solely responsible for obtaining passports, visas, and other essential documents required for entry and admission. If the Exhibitor and/or its personnel fail to obtain such documents and are unable to attend the Exhibition, the Participation Fee must still be paid in full.
- 4.6. The Exhibitor is solely responsible for obtaining licenses, regulatory approvals, customs clearance, or any other necessary approvals for all products, services, and/or materials exhibited at the Exhibition, including, but not limited to, essential consents required for playing music or other audio and visual materials used by the Exhibitor and/or its personnel.
- 4.7. The Exhibitor acknowledges that the Organizer may use the Exhibitor's details (including but not limited to the company name, logo, and profile information) in the following manner: (i) in the Exhibition show guide, official directory, and/or promotional materials prepared in connection with the Exhibition, and/or (ii) published on the Exhibition site, during the Exhibition, and/or on the website. The Organizer will handle such promotions/publications with reasonable care but is not liable for any errors, omissions, or misquotations that may occur.
- 4.8. All unauthorized filming, sound recording, and photography of the Exhibition, and all unauthorized transmission of audio or visual materials from the Venue by the Exhibitor and/or its personnel, is expressly prohibited. The Exhibitor and/or its personnel agree to: (i) hand over to the Organizer, or destroy upon the Organizer's request, any materials recorded on media in violation of this Article 4, Section 8; and (ii) unconditionally vest the copyright and other intellectual property rights of such materials in the Organizer immediately upon their creation.
- 4.9. The Exhibitor permits the Organizer and its representatives to film, record audio, and take photographs without limitation at all times, including footage, recordings, and photos (resulting materials) featuring the Exhibitor's personnel (and content). The Exhibitor agrees to inform its personnel of such filming, audio recording, and photography at the Exhibition. The Exhibitor acknowledges and agrees that the Organizer is the sole and exclusive owner of such resulting materials, and hereby waives: (i) all rights to the resulting materials, and (ii) any rights of the Exhibitor arising from or in connection with the resulting materials or their use. The Organizer has the right to use the photographed photos, videos, and audio recordings anywhere without any corresponding compensation. The Exhibitor acknowledges that the Organizer holds exclusive rights to the aforementioned items. If the Exhibitor's personnel object to the use of their likeness in the filming, sound recording, and/or photography of the Exhibition, the Exhibitor must notify the Organizer in writing.
- 4.10. The Exhibitor acknowledges and agrees that the terms of this Agreement (including, but not limited to, the Participation Fee) and the provisions of the Exhibitor Manual are confidential information of the Organizer and must strictly not be disclosed to third parties.
5. Data Protection
- 5.1. The Organizer and the Exhibitor acknowledge and agree that each is independently responsible for the processing of personal data in connection with this Agreement, including but not limited to all processing activities of personal data in accordance with the Data List defined in Article 5, Section 2. Furthermore, each party agrees to act as a data controller to ensure compliance with the Personal Information Protection Act of the Republic of Korea and related regulations, and the EU General Data Protection Regulation (GDPR - EU Regulation 2016/679), where applicable. Each party must (i) process personal data in strict compliance with Data Protection Laws and ensure neither they nor others violate these laws, and (ii) act reasonably in providing information and support if the other party reasonably requests it to fulfill Data Protection Laws. If either party becomes aware of a Reportable Breach concerning the processing of personal data related to this Agreement, that party must (i) provide the other party with reasonable details of the Reportable Breach without delay, and (ii) act reasonably in cooperating with the other party when communicating and notifying relevant data subjects and/or regulatory authorities regarding the breach. If either the Organizer or the Exhibitor is contacted by a supervisory authority regarding the processing of personal data under this Agreement, that party must (i) promptly provide the other party with reasonable details of the inquiry, and (ii) cooperate reasonably with the other party regarding the response to the authority. The Organizer collects, uses, and protects personal information in accordance with its Privacy Policy, details of which can be found at (https://www.amxpo.org/privacy_kor.do).
- 5.2. Subject to the generality of Article 5, Section 1, if the Exhibitor receives any document containing personal data provided by the Organizer ("Data List"), the Exhibitor must: (i) treat the Data List as a confidential document and not disclose it to third parties; (ii) use the Data List solely for the purpose of making initial contact in response to the contacts on the Data List engaging with the Exhibitor's products and/or services via the Package; (iii) securely delete or render unusable all or part of the Data List either at the time reasonably requested by the Organizer or within the timeframe mandated by Data Protection Laws, whichever is earlier; and (iv) share reasonable details with the Organizer if any inquiries, complaints, notices, or communications are received from supervisory authorities regarding the Exhibitor's use of the Data List, and cooperate reasonably with the Organizer in responding to them. The Exhibitor acknowledges and agrees that the Organizer is only obligated to provide the Exhibitor with all or any part of the Data List to the extent permitted by law, and the Organizer assumes no liability if the personal data provided to the Exhibitor falls short of the Exhibitor's expectations as a result of the Organizer complying with Data Protection Laws.
6. Special Provisions for Exhibition Space
- 6.1. The Organizer reserves the right, in the best interest of the Exhibition, to alter the floor plan or the dimensions of the Exhibition Space, and has the authority to change the size, shape, or location of the Exhibition Space and/or the access routes to the exhibition booths and/or Venue entrances. If the size of the Exhibition Space applied for by the Exhibitor is reduced, the Exhibitor will receive a proportional refund of the Participation Fee payable for the Exhibition Space.
- 6.2. The Organizer grants the Exhibitor permission to use the Exhibition Space for the purpose of displaying exhibits at the Exhibition. The use of the Exhibition Space does not confer ownership to the Exhibitor, and it must be used without sub-leasing. The Exhibitor may conduct business only within the Exhibition Space and must not exhibit items, distribute publications or other materials, or engage in promotional sales activities while moving around the Venue outside their assigned Exhibition Space, nor allow others to do so.
- 6.3. The Exhibitor must: (i) occupy the Exhibition Space when the Exhibition is held, and (ii) ensure that the Exhibition Space and the booth within it are always (a) staffed by qualified personnel during the Exhibition, and (b) kept clean, tidy, well-organized, and free of unsafe goods/items and other hazards. The Organizer is not responsible for this; the safety of the Exhibitor is the Exhibitor's responsibility. Additionally, the Exhibitor must (iii) not close the Exhibition Space prior to the official conclusion of the Exhibition.
- 6.4. The Exhibitor must not permit the display of any materials and/or exhibits that are not exclusively related to the Exhibitor's commercial activities. No exhibits may be brought into the Venue without official transport approval or customs clearance documents related to the Exhibition. The Exhibitor must obtain prior written permission from the Organizer for the operation and demonstration of all exhibits and related items within the Venue, and such demonstrations may only be conducted when the Exhibitor and/or authorized personnel are present. The Organizer may, without legal liability and at the Exhibitor's risk and expense, remove any exhibits or stop any demonstrations if such display or demonstration: (i) violates laws and/or applicable industry regulations/standards (including but not limited to CITES trade regulations or other standards published by IUCN); (ii) constitutes a counterfeit and/or infringes upon the intellectual property rights of a third party; (iii) may cause offense or is potentially illegal; and/or (iv) fails to comply with these Terms and Conditions.
- 6.5. Unless Article 6, Section 6 applies, the Exhibitor is fully responsible for all aspects of the construction of the Exhibition Space, including but not limited to pipes of modular or similar structures, drapes, pre-built booths, branding, and booth settings. Unless written approval is obtained from the Organizer, exhibits and display materials must not exceed the wall height of the exhibition booth. Plans for all exhibition spaces other than shell scheme booths must be submitted in the Exhibitor Manual for approval and must conform to the submitted specifications. The Organizer reserves the right to request the alteration or removal of any exhibition booth that differs from the approved specifications or does not meet mandatory requirements. The costs for such alteration or removal shall be borne entirely by the Exhibitor. If such alteration or removal is not completed within the time required by the Organizer, the Organizer may perform the work at the Exhibitor's risk and expense, and the Exhibitor must reimburse the costs upon the Organizer's request.
- 6.6. The Organizer is responsible for installing pre-fabricated booths (including modular booths or similar structures, pipes and drapes, and shell scheme booths) in the Exhibition Space only if explicitly agreed upon in the Application Form. The detailed setup and branding of the Exhibition Space remain entirely the Exhibitor's responsibility and must be managed by the Exhibitor.
- 6.7. The Exhibitor may not share the Exhibition Space with a third party without the Organizer's prior written approval (and such approval is conditional upon the co-user of the space complying with all rules, conditions, and restrictions prescribed by the Organizer). If the Exhibitor is permitted to share the Exhibition Space, the Exhibitor must ensure that the co-user and the co-user's personnel comply with this Agreement. This is subject to the condition that the Exhibitor assumes absolute responsibility for the entire Exhibition Space and remains liable for any act or omission (including but not limited to breaches of this Agreement) by the co-user and the co-user's personnel. Even if sharing of the Exhibition Space is permitted, the Exhibitor remains solely responsible for the entire Participation Fee.
- 6.8. Food and/or beverages may only be provided by the Exhibitor and/or its personnel with the Organizer's prior written consent. Furthermore, separate from the aforementioned consent for food/beverages, the Exhibitor may not bring alcoholic beverages into the Venue without the Organizer's prior written consent. Even if the introduction of alcoholic beverages is permitted by the Organizer, additional fees such as corkage may apply.
- 6.9. Except for exhibitions open to the public and/or cases with the Organizer's prior written consent, retail sales and the provision of related products and/or services are not permitted within the Venue.
- 6.10. Upon the conclusion of the Exhibition specified by the Organizer or upon the early termination of this Agreement, all exhibits must be removed from the Venue, and the Exhibition Space must be returned to the Organizer in a good and clean condition. Any Exhibitor property remaining thereafter will be deemed abandoned and may be sold or disposed of by the Organizer at the Exhibitor's risk and expense.
- 6.11. Without prejudice to any other rights or remedies of the Organizer, if the Exhibitor and/or its personnel violate this Article 6 and/or endanger the safety of the Exhibition and/or other attendees, the Organizer reserves the right to close the Exhibitor's booth without any legal liability.
7. Special Provisions for Sponsorship
- 7.1. The Exhibitor must provide all materials requested by the Organizer by the deadline and must comply with the specifications and technical requirements for the materials set by the Organizer. Failure to do so grants the Organizer the right to refuse to print or publish, or to not use, some or all of the materials (however, all relevant costs and the Participation Fee related to the Sponsorship must be paid in full to the Organizer).
- 7.2. The Exhibitor warrants, represents, and undertakes regarding the Materials that: (i) they are accurate and complete; (ii) the Exhibitor is the original creator and copyright owner of the Materials, or if not, has obtained permission, consent, approval, or licensing from relevant third parties such as copyright owners or regulatory authorities, ensuring that providing the Materials to the Organizer for all purposes specified in this Agreement without limitation does not violate or infringe upon the rights (including limited property rights) of others; (iii) the Materials do not constitute defamatory, insulting, obscene, intimidating, threatening, offensive, abusive, or fraudulent content in any way; (iv) the Materials are not illegal in any way and do not violate, cause, or promote the violation of any laws; (v) there will be no claims, demands, liens, injunctions, or exercises of rights of any kind that could hinder or interfere with the Organizer's use of the Materials in connection with providing the Package; and (vi) if provided in digital format, the Materials are free from viruses, other malware, or any destructive elements, and will not adversely affect the Organizer's systems, publications, websites, platforms, media operations, other properties, and/or the users of the aforementioned items.
- 7.3. The Organizer shall exercise reasonable care when producing output that includes the Materials but is not liable for any errors, omissions, or misquotations that may occur. Without limitation to the foregoing, the Organizer cannot guarantee exact color matching when integrating the Materials, nor can it guarantee that the colors used in the Materials conform precisely to schematics and textual guidelines. All Materials are subject to the Organizer's approval, but despite such approval, the Exhibitor bears full responsibility for the Materials. The Organizer reserves the right to reject the Materials at any time after receipt. The Organizer shall use reasonable efforts to provide the Sponsorship in the size, position, and manner specified in the Application Form but is not liable if appropriate modifications are made.
- 7.4. The Exhibitor grants the Organizer a non-exclusive, royalty-free, worldwide license to use the Exhibitor's Materials or details in organizing the Exhibition, websites, and/or Exhibition-related materials. Even upon the conclusion of the Exhibition or termination of this Agreement, the Exhibitor agrees that the Organizer may utilize the information and Materials provided for the Exhibition on a non-exclusive basis, anywhere in the world, without paying separate licensing or additional fees.
- 7.5. If any or all of the Sponsorship includes Marketing Services (including but not limited to sending emails to third parties via promotional campaigns), the Organizer shall use reasonable efforts to adhere to the implementation schedule specified in the Application Form. Where such Marketing Services involve emailing third parties, upon the Organizer's request, the Exhibitor must: (i) deliver an accurate and complete opt-out list (unsubscribe list) to the Organizer at least five (5) days prior to the start of the campaign, containing the email addresses of individuals who have refused or unsubscribed from receiving emails from the Exhibitor and/or its affiliated organizations and/or subsidiaries; and (ii) during the campaign period, provide updated unsubscribe lists to the Organizer in the format specified, and immediately notify the Organizer if an individual requests to opt out or unsubscribe. If emails are sent to addresses provided by the Exhibitor or its personnel in connection with such Marketing Services, the Exhibitor warrants, represents, and undertakes that it has obtained consent and authorization to send emails to those addresses and that those addresses are not on the unsubscribe list. The Exhibitor shall indemnify the Organizer against all losses, damages, costs, claims, and expenses (including but not limited to regulatory actions or fines) incurred by the Organizer and/or members of the Organizer Group resulting from a breach of Article 7, Section 5 by the Exhibitor or its personnel.
- 7.6. Without prejudice to any other rights or remedies of the Organizer, if the Exhibitor and/or its personnel breach this Article 7, the Organizer reserves the right, without legal liability, to: (i) suspend or cease the use of the Materials; and/or (ii) refuse and/or withdraw the provision of any Sponsorship elements.
8. Special Provisions for Directory
- 8.1. If the Exhibitor has purchased a Directory listing as part of the Package, the provisions of Article 8 shall apply. The Application Form may specify additional details regarding the Exhibitor's Directory listing for the Exhibition.
- 8.2. The duration, scope, and benefits of the Exhibitor's inclusion in the Directory are outlined in the Application Form.
- 8.3. The Exhibitor acknowledges and agrees that the ID and password for Directory access are confidential information of the Exhibitor and its personnel (where applicable). The Exhibitor must not disclose or allow others to use the ID and/or password, must instruct its personnel accordingly, and bears full responsibility for any unauthorized use of the ID and/or password by others, regardless of whether the Exhibitor permitted it, and any resulting omissions. In the event of unauthorized use of the ID and/or password or any security breach related to the Directory, the Exhibitor must notify the Organizer immediately.
- 8.4. All Directory Content must comply with these Terms and Conditions. The Organizer reserves the right to remove any Directory Content deemed offensive, inappropriate, defamatory, or otherwise non-compliant with these terms. The Exhibitor must ensure that Directory Content does not infringe upon the intellectual property rights of third parties and is solely responsible for verifying the accuracy and legal compliance of the Directory Content.
- 8.5. All Directory Content is considered public and non-proprietary, and the Exhibitor waives any moral rights in the Directory Content to the extent permitted by law.
- 8.6. The Exhibitor warrants, represents, and undertakes regarding the Materials that: (i) they are accurate and complete; (ii) the Exhibitor is the original creator and copyright owner of the Materials, or if not, has obtained permission, consent, approval, or licensing from relevant third parties, and the provision of these Materials does not infringe upon the rights of others; (iii) the Materials are not defamatory, offensive, obscene, threatening, or fraudulent; (iv) they are not illegal; (v) no claims or demands will hinder the Organizer's use of them; and (vi) digital Materials are free from viruses and malware.
- 8.7. Where Directory Content includes the Exhibitor's products and/or services (images and details that may be published in the Directory), the Exhibitor warrants, represents, and undertakes that such information is limited to general information and does not constitute advice. The Exhibitor must warrant that the Directory Content relates exclusively to the Exhibitor's own commercial activities.
- 8.8. Without limitation to Article 16, Section 4, the Exhibitor must indemnify the Organizer if losses, damages, costs, or claims arise for the Organizer and/or members of the Organizer Group due to (i) inaccuracy or incompleteness of the Exhibitor's Materials, and/or (ii) infringement of third-party intellectual property rights.
- 8.9. The Organizer does not guarantee that the Directory will operate continuously, securely, or without interruption, and assumes no liability for the temporary unavailability of the Directory or for viruses and other harmful components. The Exhibitor must not attempt to interfere with, manipulate, damage, or disrupt the proper functioning of the Directory (such as bypassing security, manipulating, hacking, or disrupting computer systems, servers, websites, routers, or any other Internet-connected devices). The Organizer reserves the right, at any time and for any reason, to: (i) alter and/or modify, temporarily suspend, or discontinue any element of the Directory; (ii) change the technical specifications of the Directory; and (iii) temporarily suspend and/or deactivate the Exhibitor's access to the Directory for maintenance, improvement, or to address security issues.
- 8.10. The Organizer is not responsible for the use or content of other websites linked or referenced within the Directory. Furthermore, the Organizer is not liable for any losses, damages, costs, claims, or expenses arising from the Exhibitor and/or its personnel's use of, or reliance on, information, products, and/or services available on or through other websites.
- 8.11. The Exhibitor acknowledges and agrees that the use of the Directory is subject to all website terms of use and/or fair or acceptable use policies displayed on the website hosting the Directory.
- 8.12. Without prejudice to any other rights or remedies of the Organizer, if the Exhibitor and/or its personnel breach this Article 8 (and/or the website usage rules, event or website terms of use, and/or the End User License Agreement specified upon software download), the Organizer reserves the right to suspend the Exhibitor's and its personnel's use of and access to the Directory.
- 8.13. The total limit of the Organizer's legal liability regarding the Directory, regardless of the size of the claim, is restricted to the amount of the Directory fee paid by the Exhibitor.
9. Special Provisions for Devices
- 9.1. If the Exhibitor rents Devices as part of their Package, the provisions of Article 9 shall apply. The Application Form may mandate that the Exhibitor rents Devices for use at the Exhibition.
- 9.2. The Exhibitor acknowledges and agrees that a third-party supplier designated by the Organizer ("Device Supplier") provides all Devices. The Devices allow the Exhibitor to participate in lead capture services provided by the Device Supplier, and the Exhibitor must agree to and comply with the Device Supplier's terms of use to activate these services. Agreeing to the Device Supplier's terms creates a separate agreement between the Exhibitor and the Device Supplier regarding the activation and use of these lead capture services. If the Device Supplier exercises its right to terminate the Exhibitor's use of the lead capture services in accordance with its terms, any fees paid by the customer for the Devices will not be refunded.
- 9.3. The Exhibitor acknowledges and agrees that they must obtain the necessary consent from Exhibition attendees before using the Device to scan their badges.
- 9.4. The Exhibitor acknowledges and agrees that, concerning the lead capture services, all data collected by the Exhibitor and/or its personnel must be hosted by the Device Supplier in accordance with its terms of use. Specifically, the Exhibitor acknowledges and agrees that specific data collected using the lead capture services may be disclosed to the Organizer for the purposes stated in the Device Supplier's terms of use.
- 9.5. Without prejudice to any other rights or remedies of the Organizer, if the Exhibitor and/or its personnel breach this Article 9, the Organizer has the authority to insist that the Exhibitor and/or its personnel immediately cease using the Devices and return them to the Device Supplier.
- 9.6. The Exhibitor acknowledges and agrees that the Device Supplier provides all Devices to the customer on behalf of the Organizer. The Exhibitor must collect and return all Devices in accordance with the Device Supplier's instructions. If the Exhibitor and/or its personnel fail to return the Devices or cause damage resulting in loss, damage, or costs, they must indemnify the Organizer and/or members of the Organizer Group. For any Device errors, malfunctions, or inaccuracies and/or other losses or damages arising in connection with the collected attendee data, the Exhibitor must contact the Device Supplier to resolve the issue. Given these circumstances, the Exhibitor waives all claims against the Organizer arising from such issues. Any liability relating to the Devices, if it arises, is strictly limited to the amount of the Participation Fee paid by the Exhibitor for the Devices.
10. Visitor, Delegate, and Exhibitor Badges
- 10.1. If visitor badges and/or delegate badges are issued as part of the Package, they will be issued in accordance with the Organizer's current rules applicable to visitors and/or delegates (where applicable) from time to time. The Organizer or Venue Owner will issue badges to the Exhibitor for provision to personnel working at the Exhibition (where applicable), and such badges must be produced upon the personnel's request. The Organizer may refuse entry to anyone without a valid badge. Badges are valid only for the badge holder named at the time of issuance.
11. Limited Grant of Rights
- 11.1. The Exhibitor's rights concerning the Exhibition and the Package are strictly limited to those specified in this Agreement. The Exhibitor may advertise its participation in the Exhibition on its website or social media by providing a link to the Exhibition website. However, the Exhibitor must immediately comply if the Organizer requests the removal of the advertisement at any time and for any reason. The Exhibitor is not permitted to (i) build a website explicitly related to the Exhibition, or (ii) promote an affiliation with the Exhibition and/or the Organizer, except as explicitly stated in this Agreement or with prior written consent from the Organizer. Nothing in this Agreement shall be construed as granting the Exhibitor any right, permission, or license to use or exploit the intellectual property rights of the Organizer or any member of the Organizer Group.
12. Changes to the Exhibition
- 12.1. Notwithstanding any other provision in this Application Form, the Organizer reserves the right to reasonably change the format, content, location, Venue, opening hours, dates, and/or the various time-related components comprising the Exhibition at any time. If the aforementioned changes are made, this Agreement remains binding on both parties, provided the Organizer amends the Package as it deems necessary.
13. Cancellation and Rescheduling by the Organizer
- 13.1. The Organizer reserves the right to cancel or change the dates of the Exhibition at any time, for any reason (including but not limited to situations where the Organizer deems holding the Exhibition illegal, impossible, or impracticable due to Force Majeure Events).
- 13.2. If the Exhibition is rescheduled to dates within twelve (12) months from the originally scheduled Opening Date, and/or if the Exhibition is canceled but the Organizer reasonably determines that it will be held again the following year (or, for biennial or triennial events, within the year of the next equivalent cycle), this Agreement shall continue in full force and effect. The obligations of both parties shall apply to the new Exhibition schedule in the same manner as they applied to the originally scheduled Exhibition. For the avoidance of doubt, nothing in this Article 13, Section 2 waives the Participation Fee in relation to the payment terms specified in the Application Form.
- 13.3. If the Exhibition is canceled and/or it is not reasonably determined that it will be held the following year (or, for biennial/triennial events, within the next cycle's year), at the Exhibitor's option, they will either receive a partial refund of the fees already paid or a Credit Note for the amount paid. Any obligation to pay the remaining Participation Fee will be waived, and this Agreement will be terminated without any further liability.
- 13.4. The Exhibitor acknowledges and agrees that the provisions of this Article 13 represent the Exhibitor's sole remedy in the event of cancellation or rescheduling of the Exhibition, and all other liabilities of the Organizer are expressly excluded.
14. Cancellation by the Exhibitor
- 14.1. The Package application cannot be canceled by the Exhibitor, and except where clearly stated in the Application Form, the Exhibitor does not have the right to cancel this Agreement. Except as specified in the Application Form and/or Terms and Conditions, the Exhibitor is not entitled to a refund, and the Participation Fee must be paid in full.
- 14.2. If the Application Form explicitly allows cancellation by the Exhibitor, except where the Organizer has the right to terminate this Agreement under Article 15, Section 1, the Exhibitor may cancel the Package by sending a written notice to the Organizer. If the Exhibitor gives notice of cancellation, the Exhibitor must pay a cancellation penalty as specified in the Application Form. The relevant date for determining the cancellation penalty is based on the originally scheduled Exhibition start date prior to any rescheduling, not the new date modified under Article 13, Section 2.
15. Termination
- 15.1. The Organizer may immediately terminate this Agreement by written notice to the Exhibitor without legal liability if: (i) the Exhibitor breaches its obligations under this Agreement and any contracts between the Exhibitor and any member of the Organizer Group, and (even if remediable) fails to remedy the breach within 14 days from the date of written notice of the breach (or within the time necessary to remedy it before the Exhibition start date or to provide the Package as scheduled); (ii) the Exhibitor goes bankrupt, enters liquidation or administration by creditors, is subject to receivership, dissolution, insolvency, debt restructuring agreements, or similar events, resulting in the restriction of property rights; or (iii) the Exhibitor is convicted of a criminal offense or acts in a way that harms the reputation of the Exhibitor, the Exhibition, and/or the Organizer. If the Organizer terminates this Agreement under this Article 15, Section 1, without prejudice to any other rights or remedies, the Organizer is not obligated to refund any Participation Fee already paid, and may issue an invoice for any outstanding amounts immediately payable by the Exhibitor.
- 15.2. The Organizer may terminate this Agreement by written notice to the Exhibitor without legal liability under the following circumstances: (i) if the Organizer, in its sole discretion, determines that providing the Package to the Exhibitor is not in the best interest of the Exhibition and/or is not of justifiable commercial benefit to the Organizer; (ii) if the Organizer is required by law or financial institutions to cease trading with specific individuals, entities, or regions; and/or (iii) if the Organizer decides to cancel the Exhibition and does not wish to maintain the validity of this Agreement under Article 13, Section 2. If the Organizer terminates this Agreement under Article 15, Section 2, a portion of the Participation Fee paid by the Exhibitor will be refunded (where legally permissible), and the Exhibitor will not be required to pay the remaining balance. If terminated under this section, the Exhibitor acknowledges and agrees that the refund of the amount paid is their sole remedy, and all other liabilities of the Organizer are expressly excluded.
- 15.3. Upon termination of this Agreement, without prejudice to any other rights or remedies, the Organizer has the right, without incurring any liability, to temporarily suspend or deactivate the Exhibitor's and its personnel's access to the Exhibition, the website, and all Materials. The Organizer is free to resell any part of the Package.
- 15.4. Termination of this Agreement does not affect any rights, remedies, obligations, or liabilities of either party that accrued up to the date of termination.
- 15.5. Articles 1, 3, 5.2, 7.4, 7.5, 8.8, 8.13, 9.6, 11, 13, 14, 15, 16, 19, and 20 shall survive the termination of this Agreement.
16. Liability and Indemnity
- 16.1. The Organizer makes no guarantees regarding: (i) the presence or location of any exhibitor, sponsor, or attendee at the Exhibition; (ii) the number of exhibitors, sponsors, or attendees at the Exhibition; and/or (iii) any profits or results (commercial or otherwise) the Exhibitor might achieve by participating in the Exhibition or purchasing elements of the Package. The Organizer makes no warranties regarding (a) the condition of the Venue or utilities provided for use therein, or (b) the products and/or services sold, displayed, or offered by others, nor does it guarantee any benefits or outcomes from matchmaking, transactions, or other arrangements with exhibitors, sponsors, or attendees. Except as specified in these Terms and Conditions, the Organizer excludes all terms, regulations, warranties, representations, and agreements related to the Exhibition and Package not expressly stated herein.
- 16.2. The Organizer is not liable for any losses, damages, costs, or resulting claims incurred by the Exhibitor and/or its personnel arising from or in connection with the provision of services by third parties related to the Exhibition and/or Package. This includes, but is not limited to, utility provision, AV, security rooms, coat checks, exhibition booths, shell scheme auditing or health & safety inspections, booth installation, graphics, freight forwarding, logistics, transport, and delivery provided by third-party contractors and/or Venue Owners. Without limitation to the foregoing, the Exhibitor acknowledges and agrees that services provided by official or recommended contractors appointed by the Venue Owner and/or Organizer constitute a separate contract directly between the Exhibitor and the contractor.
- 16.3. Subject to Article 16, Section 6: (i) the Exhibitor is responsible for all risks arising from or in connection with the Exhibitor's and its personnel's participation and/or attendance at the Exhibition; (ii) neither the Organizer nor members of the Organizer Group shall be liable for (a) any indirect, consequential, special, incidental, or punitive losses or damages, actual or anticipated loss of revenue, business failure, loss of opportunity, loss of goodwill, loss of data, or other types of economic loss or damage, or (b) any theft, loss, injury, illness, or death affecting persons or property, whether caused by negligence, willful misconduct, accident, or Force Majeure; and (iii) the total liability of the Organizer and Organizer Group members to the Exhibitor and its personnel under this Agreement shall not exceed the total Participation Fee paid by the Exhibitor.
- 16.4. The Exhibitor shall indemnify the Organizer and/or members of the Organizer Group against any losses, damages, costs, claims, or expenses arising in connection with: (i) property loss or damage, injury, illness, or death caused by the acts or omissions/negligence of the Exhibitor and/or its personnel; (ii) claims by third parties that Materials published in the Directory and/or exhibits infringe their intellectual property rights, and/or that Materials received and/or used in connection with the Package infringe intellectual property rights; (iii) the violation of any law by the Exhibitor and/or its personnel; (iv) the failure of the Exhibitor and/or its personnel to comply with Article 5, Section 2 upon receiving the Data List; and (v) the acts or omissions/negligence of a co-user and/or its personnel if the Exhibitor shares the Exhibition Space under Article 6, Section 7.
- 16.5. The Organizer shall not be deemed to have breached this Agreement, nor be liable, for any delay or failure in performance resulting from a Force Majeure Event and/or any delays, failures, or errors arising from the Exhibitor's actions in cooperating, performing, and/or providing approvals, consent, information, and/or Materials. Nothing in this Article 16, Section 5 relieves the Exhibitor of its obligation to pay the Participation Fee.
- 16.6. Nothing in these Terms and Conditions shall exclude or limit any legal liability that cannot be excluded or limited by law.
- 16.7. The Exhibitor acknowledges and agrees that the provisions of this Article 16 are reasonable to protect the Organizer as the host of the Exhibition and provider of the Package.
17. Insurance
- 17.1. The Exhibitor must maintain adequate insurance coverage for its activities at the Exhibition, including but not limited to the move-in and move-out of exhibits. Without limitation, the Exhibitor must secure and maintain public liability insurance and employer's liability insurance for personal injury, death, and property damage/loss through a recognized insurer, at or above the minimum amounts specified in the Exhibitor Manual. The Organizer has the right to request the Exhibitor's insurance policies and premium payment receipts.
- 17.2. The Exhibitor must ensure that relevant contractors are adequately insured for the duration of the Exhibition, including move-in and move-out. Furthermore, the Exhibitor must verify that contractors carry public liability and employer's liability insurance for personal injury, death, and property damage/loss through a recognized insurer, at or above the minimum amounts specified in the Exhibitor Manual.
- 17.3. If the Exhibitor is permitted to share the Exhibition Space under Article 6, Section 7, the provisions of Sections 17.1 and 17.2 apply equally to the co-user of the Exhibition Space.
- 17.4. If sufficient proof of insurance coverage is not provided, the Organizer may immediately cancel the Exhibitor's right to participate in the Exhibition (including, but not limited to, the rights of any space co-users), and the Exhibitor will not be entitled to a refund.
18. Sustainability
- 18.1. The Organizer strives to operate its business in a sustainable manner to achieve efficiency and excellence in the Exhibition. To support this, the Exhibitor must comply with all sustainability requirements outlined in the Exhibitor Manual or any sustainability requirements provided in writing by the Organizer to the Exhibitor.
19. General Provisions
- 19.1. The Organizer reserves the right to refuse entry to, or remove from the Venue, any person at any time.
- 19.2. The Organizer, Venue Owner, and their respective personnel may enter the Venue at any time to carry out work, repairs, or alterations, or when deemed necessary. The Organizer is not liable for any loss, damage, costs, claims, expenses, or inconvenience suffered by the Exhibitor and/or its personnel arising from or in connection with such works.
- 19.3. The Exhibitor acknowledges and agrees that the Organizer and each member of the Organizer Group hold a perpetual, irrevocable, royalty-free, non-exclusive worldwide license for all media and Materials described below, and retain the right to collect, maintain, reproduce, publish, display, transmit, distribute, and apply them: (i) analytical data extracted from or related to the Exhibition and/or Package (including but not limited to online behavior and usage data related to movement, attendees, users or Directory, Devices, and/or lead generators/matchmaking); and/or (ii) Materials, Directory Content, and other information provided by the Exhibitor and/or its personnel for or in connection with the Package, Exhibition, and/or exhibitions or events owned, hosted, managed, or operated by the Organizer or Organizer Group, and/or materials exhibited or made available by the Exhibitor and/or its personnel (both (i) and (ii) collectively referred to as "Data", whether provided before, during, or after this Agreement). The foregoing includes, but is not limited to, the right of the Organizer and Organizer Group members to use, repurpose, and reproduce the Data to develop and sell services or goods in any physical, digital, intangible, or other formats currently known or developed in the future.
- 19.4. No provision of this Agreement creates a partnership, joint venture, or agency relationship between the parties.
- 19.5. In the event of a conflict between these Terms and Conditions and the Application Form, the provisions of the Application Form shall prevail.
- 19.6. Each party acknowledges and agrees that this Agreement constitutes the entire agreement between the parties regarding the Exhibition and the Package, and supersedes any prior oral or written agreements, communications, or understandings.
- 19.7. The Exhibitor may not assign or transfer its rights or obligations under this Agreement without the Organizer's prior written consent. The Organizer may delegate all its rights under this Agreement to any member of the Organizer Group without the Exhibitor's consent. The Organizer may assign all its obligations under this Agreement to third parties who assist the Organizer or Organizer Group in preparing the Exhibition and Package, without the Exhibitor's consent.
- 19.8. Failure by either party to exercise any right or remedy shall not be construed as a waiver of such right or remedy. A waiver by either party of any breach by the other party shall not be considered a waiver of any subsequent breach or of any other provision of this Agreement. Rights and remedies under this Agreement are cumulative and do not exclude any rights or remedies provided by law.
- 19.9. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is impossible, the relevant provision shall be deemed deleted. Such modification or deletion under this Article 19, Section 9 does not affect the validity and enforceability of the remaining provisions of this Agreement.
- 19.10. Unless otherwise explicitly stated, third parties have no rights to enforce any terms of this Agreement. The right of the parties to terminate, withdraw, modify, waive, or settle under this Agreement is not subject to the consent of any person other than the parties involved.
- 19.11. Regardless of whether debts arise under this Agreement, the Organizer may set off any debt owed by the Exhibitor to the Organizer against any debt owed by the Organizer to the Exhibitor.
- 19.12. All notices or other communications between the parties under or in connection with this Agreement must be in writing (including, but not limited to, email).
20. Governing Law and Jurisdiction
- 20.1. This Agreement is construed and applied in accordance with the laws of the Republic of Korea, and the Exhibitor submits to the non-exclusive jurisdiction of the courts of the Republic of Korea for all purposes related to this Agreement.
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