Terms And Conditions
The following Terms and Conditions (“Agreement”) govern your participation in the Electronic Specialty Gas Conference (“ESG”) taking place in 2020 including any virtual conference, meeting, seminar, or event related to the ESG and owned and/or operated by Linx Consulting, Inc., a Massachusetts corporation (“Organizer”). By registering for and/or becoming a registered participant for the ESG you (“Participant”), whether you are registering on your own behalf or another person is registering you on your behalf, agree to these terms and conditions. This Agreement, dated as of Participant’s date of registration, is between Organizer and Participant.
1. Due to the current regulations and risks involved in holding a live ESG, as had been done over the in 2019, and in effort to provide Participants with substantially the same benefits of a live ESG, Organizer has developed a plan for a virtual ESG.
2. As this alternative plan has changed the landscape of the ESG, Organizer and Participant acknowledge that a virtual platform creates a new means of experiencing ESG that is unlike a live conference.
3. Among other things, this Agreement is designed to govern Participant’s access to and use of information that will be presented in the virtual ESG.
Accordingly, Participant agrees:
The terms above have their assigned meanings, and each of the below terms has the meaning assigned to it:
“Agreement” means these Terms and Conditions, as amended or updated from time to time.
“ESG” means the virtual Electronic Specialty Gas Conference taking place in 2020, including any and all of the virtual events related to the conference, such as presentations, Q&A opportunities, technical content, and breakout meeting rooms.
“Conference” means ESG as defined in this Section.
“Intellectual Property” means all proprietary information, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how, and trade secrets relating to the origin, design, manufacture, technique, formula, method, process, programming, operations, function, configuration, or service of a good or service.
“Organizer” or “we” means Linx Consulting, Inc. and its employees, volunteers, and affiliates.
“Participant” or “you” means the named individual that is registered for ESG.
“Person” means a natural person or entity, including any partnership, limited liability company, corporation, organization, and other association, whether incorporated or unincorporated.
“Speaker” means any Person that provides information and/or content for any ESG virtual event.
“ESG Platform” means any platform provided by Organizer to enable Participant to access ESG.
1 Section One – Rights and Limitations to Access
1.1 Effective Date. This Agreement is effective on the date that Participant becomes registered for the Conference, by completing registration.
1.2 Term. Except in accordance with the remainder of this Subsection 1.2, the term of this Agreement begins on the Effective Date and ends when Participant’s access to the ESG Platform ends. To the fullest extent of law, some of the provisions of this Agreement may survive the Term of this Agreement, particularly but not limited to those provisions governing and limiting your use of and rights to the information and content of the Conference and/or the ESG Platform, Organizer’s disclaimers of warranties, representations, and liabilities related to your use of the information and content of the Conference and/or the ESG Platform, and any disputes arising out of your access or use of the Conference and/or the ESG Platform and processes for those disputes.
1.3 Access Conditioned on Acceptance. Your access to the Conference is subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other policies and procedures that may be published or Modified, as stated in Section 5, from time to time.
1.4 Access. Upon registration, Organizer will grant Participant access to the Conference events for which Participant has registered, and Participant is entitled to access the Conference events for which Participant is registered.
1.5 Limitations to Access. Registration grants Participant single access, which shall not be shared with or by any means transferred to another Person at any time, unless Organizer gives its written consent to the sharing or transferring of such access. Organizer, in its sole discretion, reserves the right to:
(1) Withhold access to any or all Conference events from any Participant;
(2) Terminate your access to the Conference at any time, without notice, and/or for any reason whatsoever; or
(3) Monitor communications and/or dissemination of information through the ESG Platform and to edit, refuse to post, or to remove any information or content, in whole or part.
1.6 Content. Organizer reserves the right to change any and all aspects of the Conference, including but not limited to content, program, speakers, sponsors, or hosts.
1.7 Authorized Account User. By registering for the Conference and providing payment information for the registration fee, Participant warrants and represents that it has full authorization, as the account holder or as an authorized account user, to use that method of payment and/or account. Under no circumstances shall Organizer be liable for any unauthorized use of Participant’s payment method(s) or account(s).
1.9 Event cancellation. In the event the Conference is cancelled, the registration fee will be refunded in full. Organizer is not liable for any costs, expenses, or fees incurred by Participant or any Person beyond the registration fee as those costs, expenses, or fees are unforeseeable to Organizer and incurred at Participant’s sole risk.
2 Section Two – Conduct and Use
2.1 Disruptive Conduct and Unethical Practices. Organizer reserves the right to remove you from a Conference event if, in its sole discretion, it determines that you have engaged in or plan to engage in disruptive or unprofessional conduct or unethical practices. As a result of removal from a Conference event, for these reasons, Organizer reserves the right to withhold Participant’s registration fees.
2.2 Unauthorized Use. Reproduction, by any means, of any information or content of the Conference whether provided by Speakers, attendees, sponsors, or hosts is prohibited. Participant agrees and acknowledges that information or content disclosed by Speakers, attendees, sponsors, or hosts is the sole property of the disclosing party, or their respective affiliates, and may include Intellectual Property, as defined in Definitions, of the disclosing party. Thus, Participant shall not use the information or content provided by a disclosing party without and/or beyond the scope of the disclosing party’s consent. Any use without or beyond the scope of the disclosing party’s consent, including but not limited to reproduction, duplication, public display or performance, incorporation with other works, preparation of derivative works, distribution by sale or any other form, or audio transmission, by any means, including but not limited to photographs, video recording, or audio transmission, is an unauthorized use and prohibited under this Agreement.
2.3 No Rights to Information or Content. Participant acknowledges that by accessing the Conference and/or the ESG Platform, you obtain no rights in the information or content provided therein.
3 Section Three – Privacy and Disclosure
3.1 Overview. Except as provided by this Agreement, any personal information you provide to Organizer, such as name, address, company/affiliation, telephone number and email address, will not be released, sold, or otherwise disseminated to any Persons. Organizer will not collect data from any Participant unless provided voluntarily, knowingly, and with access to update and change the data upon notice and request.
3.2 Conference Related Information. By registering for the Conference and submitting your email address during the registration process, you agree that Organizer may send you Conference related information that enables you to participate in all Conference related events.
3.3 Data Collected and How Data is Used.
(1) Participant List. Organizer may collect your name and company/affiliation and include that information in a list of Conference Participants. During your registration for the Conference you may opt-out of having your name and affiliation included in this list. This list will be released to Conference Speakers, sponsors, hosts, and other participants. By not opting out of this option, your name and company/affiliation will be automatically included in this list.
(2) In Performance. Organizer may use your personal information to perform any of its duties under this Agreement, to communicate with you, or to comply with a request by you. For example, we may use your information to:
· Operate our ESG Platform and deliver the services you have requested, including, without limitation, access to the Conference and its related events;
· Respond to your inquiries to us;
· Confirm your registration;
· Include in the Participant List, according to Subsection 3.3(1);
· Enable our suppliers and service providers to carry out certain functions on our behalf, according to Subsection 3.6;
· Ensure the security of our business, prevent or detect fraud or abuses of our website or ESG Platform;
· Contact you in order to conduct research about your opinion of the Conference or other product or service that may be offered;
· Send you personalized marketing communications to inform you of other products or services available from Organizer or a Conference Speaker, sponsor, or host;
· Develop and improve our products and services, for example, to ascertain demand for any product or service; or
· Comply with law.
(3) Promotional Communications. Organizer may use your personal information, such as email address, to send you updates about our services and/or conferences. You have the right to opt-out of receiving promotional communications at any time by:
(a) Opting out of the communications during your registration;
(b) Using the “unsubscribe link” in the emails; or
(c) Contacting Organizer at:
Linx Consulting, Inc.
P.O. Box 384
Mendon, MA 01756-0384
3.4 Data Collection and Use Related to Your Registration in Other Conference Events. Some Conference related events, such as a breakout meeting room, may require a separate registration/sign-up process by which Participant will be required to provide information such as name, address, email address, company/affiliation, and phone number. If Participant registers for such events and provides such registration information, Organizer may release the registration information specific to that event with the other participants and Persons in the event, and by registering, Participant consents to such dissemination of its information.
3.5 How Your Personal Information is Collected. Organizer collects your personal information from you when you provide that information during registration for a Conference event.
3.6 Third-Party Processors. Organizer reserves the right to use third-party processors to either deliver access to the Conference to you or to process your registration fee. All third-party processors are subject to privacy policies that govern their use of your personal information.
3.7 Data Retention. Your personal information will be retained for as long as is reasonably necessary to achieve the purposes above, according to Subsection 3.3.
3.8 International Users. Organizer and Conference access are headquartered in the United States. Your personal data may be accessed by or transferred to Organizer in the United States, including Organizer’s ESG Platform service provider. If Participant is accessing the Conference from outside the United States, Participant acknowledges and consents to its information being transferred to, stored, and/or processed in the United States or any place that a server, which processes information related to the Conference, is located.
3.9 Your Rights. If you are located in certain parts of the world, including California and countries that fall under the scope of the European General Data Protection Regulation (“GDPR”), you may have certain rights regarding your personal information, like the right to request access to or deletion of your data.
(1) European General Data Protection Regulation (GDPR). If you are located in a country that falls under the scope of the GDPR, data protection laws give you certain rights with respect to your personal data, subject to any exemptions provided by the law, including the rights to:
· Request access to your personal data;
· Request correction or deletion of your personal data;
· Object to our use and processing of your personal data;
· Request that we limit our use and processing of your personal data;
· Request portability of your personal data; and
· Make a complaint to a government supervisory authority.
(2) California Consumer Privacy Act (CCPA). The California Consumer Privacy Act (“CCPA”) requires us to provide California residents with some additional information about the categories of personal information we collect and share, where we get that personal information, and how and why we use it. The CCPA also requires us to provide a list of the “categories” of personal information we collect, as that term is defined in the law. In the last 12 months, we collected the following categories of personal information from California residents:
· Identifiers like your name, contact information, and email address if you provided that information during a registration; and
· Professional or employment-related information if you provided that information to us during a registration.
We collect personal information for the purposes described in Section 3.3, and we share this information with the categories of third parties described in Section 3.6. If you are a California resident, you have additional rights under the CCPA, subject to any exemptions provided by the law, including the right to:
· Request to know the categories of personal information we collect, the categories of business or commercial purpose for collecting and using it, the categories of sources from which the information came, the categories of third parties we share it with, and the specific pieces of information we collect about you;
· Request deletion of personal information we collect or maintain;
· Opt-out of any sale of personal information; and
· Not receive discriminatory treatment for exercising your rights under the CCPA.
3.10 Security of Your Personal Information. We have implemented appropriate technical and organizational measures in accordance with industry standards to safeguard your personal information. However, we cannot guarantee the security of any third-party website that you may be directed to from our website, a Conference Speaker, sponsor, or host, or the ESG Platform. Any third-party platform or website is beyond our control and may not be subject to the same security standards.
3.11 Other Uses of Your Information. Organizer reserves the right to disclose any information necessary to comply with law, regulation, legal process, or governmental request.
4 Section Four – Disclaimer of Warranties, Representations, Limitation of Liability
4.1 Organizer as Platform. Participant acknowledges that: (a) Organizer is providing a platform for the Conference and the content thereof; and (b) Speakers are providing the content for the Conference, which is delivered through Organizer’s ESG Platform.
4.2 Indemnification. Participant shall indemnify, defend, and hold harmless Organizer for any and all claims, losses, damages, judgments, settlements, costs, expenses (including attorneys’ fees), or other liabilities arising from or in connection with: (1) your use of any information or content provided by any Speaker, attendee, sponsor, or host; (2) your claim of ownership to any information or content provided by any Speaker, attendee, sponsor, or host; or (3) your access to the Conference and/or the ESG Platform. You agree not to settle any such claims without notice to and written consent of Organizer.
4.3 International Participants. The Conference is operated and administered from the United States. Organizer makes no representation that the information, content, or materials provided during the Conference or through the platform by which the Conference is delivered is appropriate or legally authorized for use in locations outside of the United States. Participant takes full responsibility, under the laws of Participant’s location, for its access to and use of Conference information, content, materials, and platform.
4.4 System Requirements. Organizer makes no warranties that the ESG Platform, software or services, will meet your system requirements, be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the software or server that provides you access are free of viruses or bugs. Organizer shall not be liable for any acts or omissions made by your internet service provider or other third-party with whom you have contracted to gain access to the ESG Platform.
4.5 Disclaimer of Warranties. Organizer makes no warranties with respect to any Conference event, including but not limited to the content or material presented or provided by the Speakers, attendees, sponsors, or hosts. TO THE FULLEST EXTENT PROVIDED BY LAW, ORGANIZER DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THOSE EXPRESS OR IMPLIED, WARRANTIES OF MERCHANTABILITY, AND/OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
4.6 Disclaimer of Representations. The views, opinions, positions, and content expressed and provided by the Speakers, attendees, sponsors, or hosts of the Conference are theirs alone and do not reflect the views, opinions, positions, or content of Organizer or any employee or affiliate thereof. Organizer makes no representations as to the accuracy or validity of the information or content presented by any of the Speakers, attendees, sponsors, or hosts.
4.7 Disclaimer of Liability. Organizer shall not be liable for:
(1) Any errors, omissions, or inaccuracies in information or content provided by the Speakers, attendees, sponsors, or hosts including any losses, injuries, or damages arising from the information or content’s display or use. Participant acknowledges that any reliance on the information, opinions, content, materials, and/or advice arising from the Conference shall be at Participant’s sole risk; and
(2) Any loss or damage, in contract, tort or otherwise, arising from or in any way connected with your use or access to the Conference or the ESG Platform, whether direct or indirect, including but not limited to damage for loss of business, loss of profits, business interruption, loss of business information, or any other pecuniary or consequential loss that is either foreseeable or unforeseeable.
5 Section Five – General Provisions
5.1 Right to Modify. Organizer reserves the right to amend, modify, update, or change (collectively “Modify” or “Modification”) any of the provisions of this Agreement from time to time. If Organizer Modifies the Agreement, Organizer will publish the modified version of this Agreement on the Conference website within fourteen days of the Modification. Your continued access to the Conference will be deemed to constitute your acceptance of the Modification.
5.2 Survival. Upon completion of the Conference, this Agreement shall remain in full force and effect to the fullest extent allowed by law.
5.3 Notice. Unless otherwise stated in this Agreement, any party giving or making any notice, request, demand, or other communication (“Notice”) in accordance with this Agreement shall give the Notice in writing and deliver notice by means of personal delivery, registered or certified mail, or email. Notice is effective upon receipt.
5.4 Governing Law and Forum Selection. This Agreement shall be governed by the Federal laws of the United States and the State laws of Massachusetts. This Agreement shall be construed to have been executed in the State of Massachusetts, and performance of this Agreement, by virtue of Organizer offering the virtual Conference and Participant attending the virtual Conference, shall be construed to have taken place in the State of Massachusetts. Accordingly, the parties agree that the proper forum for any dispute arising out of this Agreement shall be located in the State of Massachusetts.
5.5 Waiver. Organizer’s failure to enforce your strict performance of any provision of the Agreement will not constitute a waiver of Organizer’s right to subsequently enforce a provision of this Agreement.
5.6 Severability. If any provision of the Agreement is determined to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, so long as the essential provisions of this Agreement remain legal and enforceable.
5.7 Force Majeure. No party will be liable for nonperformance of any of its obligations under this Agreement if its nonperformance was due to a Force Majeure Event as defined in paragraph (1) of this Section, on condition that such party complies with the conditions in paragraph (2) of this Section.
(1) A Force Majeure Event shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing.
(2) Upon occurrence of a Force Majeure Event, the non-performing party shall promptly notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance, including its expected duration. The non-performing party shall furnish the other party periodic reports regarding the progress of the Force Majeure Event. The non-performing party shall use reasonable diligence to minimize damages and to resume performance.
5.8 Arbitration. In advance of Arbitration, the parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy.
(1) Notice and Response. A party must give the other party written notice of any dispute not resolved in the normal course of business and to which it would like to negotiate. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place (“First Meeting”).
(2) Close of Negotiation. Unless otherwise agreed in writing by the negotiating parties, the negotiation shall end at the close of the First Meeting of executives.
(3) Negotiations Inadmissible. All offers, promises, conduct and statements, oral or written, made in the course of the negotiations of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
(4) Condition to Arbitration. At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by Judicial Arbitration and Mediation Service, Inc. (“JAMS”) Rules or by agreement of the parties. This limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph (1) of this Subsection.
(5) Statute of Limitations Tolled. All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs (1) and (2) above are pending and for 15 calendar days thereafter.
(6) Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, and not resolved by negotiation, shall be determined by arbitration in Massachusetts, U.S.A. before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or the JAMS International Arbitration Rules, where applicable. Judgment on the award may be entered in any court having jurisdiction. The language to be used in the arbitral proceedings will be English. This clause shall not preclude a party from seeking injunctive relief in a court having jurisdiction.
5.9 Merger. This Agreement contains the final, complete, and exclusive statement of the agreement between the parties with respect to the transactions contemplated herein and all prior or contemporaneous written or oral agreements with respect to the subject matter hereof are merged herein.
To evidence the parties’ agreement to this Agreement, Participant has executed and delivered it on the Effective Date, pursuant to Section 1.