"Launch date" means the date on which EXPO21XX shall first display the Exhibitors company and/or products and services on The Website in accordance with the terms of The Agreement.
"The Website" means www.expo21xx.com or such other site as shall be operated by
EXPO21XX.
"The Balance" means the balance of the fee to be paid by The Exhibitor and shown on The Agreement as the balance.
"The Agreement" means the agreement entered into on The Agreement Date between The Exhibitor and EXPO21XX for the supply by EXPO21XX to The Exhibitor of The Services.
"The Material" means the company product information, text, graphics, photographs and all other information requested by EXPO21XX from The Exhibitor to enable EXPO21XX to perform its obligations under The Agreement.
"EXPO21XX" means EXPO21XX GmbH.
"The Exhibitor" means the person company or firm which has entered into The Agreement.
"The Term" means the period commencing with
the beginning of the quarter following The Launch Date and during which The Services shall be supplied to The Exhibitor by EXPO21!XX in accordance with the terms of The Agreement and including any renewal thereof.
"The Agreement Date" means the date of The Agreement.
"The Services" means any exhibition stand, registry, advertisement or other service which is to be provided or supplied by EXPO21XX to The Exhibitor pursuant to The Agreement.
2. Provision of The Services
From The Launch Date and for The Term, EXPO21XX shall provide the Exhibitor with The Services on The Website displaying the information about The Exhibitor and its products or services in accordance with The Agreement.
3. Exhibitor Material
3.1 The Exhibitor shall provide EXPO21XX with The Material
not later than 60 days from The Agreement Date. EXPO21XX reserves the right, in its sole discretion, to refuse to incorporate on any EXPO21XX site any of The
Material, which it considers, in its sole discretion,
to be inappropriate.
3.2 If The Exhibitor fails to supply The Material in
accordance with these terms and conditions, EXPO21XX
shall have the right, but not the obligation, to use
reasonable efforts to obtain The Material from other
sources in order to perform it´s
obligations under paragraph 2.
3.3 EXPO21XX shall have until 90 days after receipt by it of The Material to perform its obligations under The Agreement. The Launch Date shall be decided by EXPO21XX after receipt inspection and acceptance by it of The Material.
3.4 If The Exhibitor fails to supply The Material in accordance with these terms and conditions EXPO21XX shall
have the right but not the obligation to delay in The Launch Date.
3.5 EXPO21XX shall not have any liability to the Exhibitor for the consequences of any delay in The Launch Date.
3.6 The Exhibitor may request modification of the contents of its stand by providing written notice and updated material to EXPO21XX at least
90 business days prior to the date on which the modification shall take effect. All modifications are subject to EXPO21XX's approval. A minor modification of the stand may be requested free of charge not more than once in any period of
6 months or as otherwise provided for in The Agreement. Other modifications will be made by EXPO21XX upon payment by The Exhibitor of a further fee agreed with EXPO21XX. These terms and conditions shall apply to the provision and content of any modification.
3.7 The Exhibitor is solely responsible for the content, accuracy and quality of The Material and shall check whether the
stand(s), registries or advertisement(s) is/are error free. Any omission or errors must be notified to EXPO21XX immediately.
3.8 Subject to the terms of The Agreement, EXPO21XX retains sole right and control over the programming and content of EXPO21XX web sites directories, catalogues and other products.
4. Payment
4.1 The Exhibitor shall pay The Balance within 30 days after The Launch Date
or 21 days after receipt of the invoice or as otherwise provided for in The Agreement.
5. Duration of the Agreement
5.1 The Agreement shall commence on The Agreement Date and endure for The Term. The Agreement may be renewed for a further period of 12 months on payment by The Exhibitor of a renewal fee prior to the expiry date.
5.2 After expiry of The Term, the Exhibitor has NO OBLIGATIONS to order, renew or purchase any further EXPO21XX products or services.
5.3 If the Exhibitor fails to comply with any of these terms and conditions, EXPO21XX has the absolute right to remove the stand from The Website and/or disable any hyperlink whereupon The Agreement shall terminate forthwith.
5.4 The Exhibitor may cancel The Agreement at any time after The Launch Date by written notice to EXPO21XX and within 3 months from the date of cancellation the exhibition stand and all The Services will be removed from The Website.
5.5 Either party may cancel The Agreement at any time within 15 days from The Agreement Date.
5.6 The provisions of articles 3.7, 5.6, 5.7, 6, 7, 8, 9 ,10,11 and 12 will survive any termination, cancellation or expiration of The Agreement and in addition the provisions of article 4 will survive any termination or cancellation by The Exhibitor which has not taken place within 15 days of the Agreement Date.
5.7 Upon termination or upon cancellation The Exhibitor shall not be entitled to claim or obtain a refund of any
amount which have been paid to EXPO21XX under The Agreement.
6. Licenses and Ownership
6.1 The Exhibitor hereby grants to EXPO21XX, during the term, a non-exclusive worldwide royalty free license to use reproduce distribute and display the whole or any part of The Material
on any EXPO21XX Website or Directory.
6.2 Each party owns and shall retain all right, title and interest in its proprietary features, technology, trade marks, patents and intellectual property including, without limitation, those that are currently used or any which may be developed in the future and subject to the provisions of paragraph 6.1 neither party shall copy, distribute, reproduce or use the other party's proprietary features, technology, material and intellectual property rights, except as expressly permitted under The Agreement or under these terms and conditions.
7. Representations and warranties
The Exhibitor represents and warrants as follows:
7.1 That the Material does not constitute or contain any defamation or invasion of the right of privacy or publicity, or infringement of the copyright, trademark or other intellectual property right, of any third party,
7.2 That The Services shall not be used for any fraudulent, immoral or illegal purpose,
7.3 That the goods and services offered by The Exhibitor do not contravene any law or regulation,
7.4 That an exhibition stand will not contain a link to a website which contains descriptions of goods or services which are prohibited under The Agreement or to which The Exhibitor does not have a right to link,
7.5 That The Exhibitor has the legal right and permission to use each and every part of The Material.
8. Disclaimer of warranty
8.1 Except as otherwise provided for in the Agreement or by law, The Services, The Website and all EXPO21XX products are provided on an "as is" basis without warranties of any kind, express or implied, including but not limited to warranties of title, warranties of merchantability or of fitness for a particular purpose, or warranties that the site will always be available, accessible, secure and uninterrupted.
8.2 EXPO21XX has no responsibility for the content or accuracy of The Material, or of The Exhibitor’s stands, advertisements or registries.
9. Limitation of Liability
9.1 The liability to The Exhibitor of EXPO21XX hereunder, its directors, officers, employees and agents, whether in contract, tort or any other legal theory, is limited to, and will not exceed the amount paid by The Exhibitor to EXPO21XX pursuant to The Agreement. In no event will EXPO21XX its officers directors employees and agents, be liable for any damages including special, incidental or consequential damages, whether based on breach of contract, tort (including negligence) or otherwise, or on inability to use any of The Services or The Website.
10. General
10.1 The Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without reference to its provisions concerning conflict of laws.
10.2 Any notice under The Agreement will be in writing and delivered by, express courier, facsimile, e-mail or certified or registered mail, and will be deemed given upon confirmation of receipt of facsimile or e-mail or upon delivery by express courier or mail. Notices will be sent to a party at its address set forth in The Agreement or at such other address as that party shall have specified in writing for that purpose.
10.3 The parties are independent contractors and have no authority to assume or create any obligation or responsibility on behalf of each other. The Agreement does not create or imply any partnership, agency or joint venture.
10.4 In the event that any of the provision of The Agreement are held by a court or arbitrator to be void or otherwise unenforceable then the remaining provisions of The Agreement shall remain in full force and effect.
10.5 The Agreement is the whole and entire agreement between the parties and supersedes any prior agreement or communications both written and oral. Any amendment to The Agreement or waiver of any rights thereunder shall be in writing and signed by both parties.
11. Joint and Several Liability
11.1 If several exhibitors rent a stand together, each of them is jointly and severally liable for the performance of their obligations under the Agreement. In their application, they shall name an authorized representative.
and EXPO21XX need only negotiate with the latter.
11..2 Notices to the authorized representative named in the application shall be deemed to be notices to The Exhibitor or exhibitors (in the case of joint stands).
12. Organizer's rights and obligations (Luxembourg international trade fair agreement)
12.1 EXPO21XX will group participants according to the nature of the exhibits. The Exhibitor can not choose a specific position within an electronic fairground on The Website, but Expo21xx will
endeavor to take account of the wishes of The Exhibitor, in deciding what it, at its own discretion, considers an appropriate location for a stand.