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Informa

BOAT SHOW MARKETPLACE ANNUAL SUBSCRIPTIONS – TERMS AND CONDITIONS

1.              Introduction
1.1.          Unless otherwise agreed by us in writing, these Terms and the Order Form govern the supply of and/or your access to the Membership Benefits.
2.              Definitions
2.1.          Throughout these Terms and the Order Form, the following definitions apply:
                “Basic Membership Package” means the Membership Package as more particularly described on the Order Form as the Basic Membership Package;
                “Basic Plus Membership Package” means the Membership Package as more particularly described on the Order Form as the Basic Plus Membership Package;
                “Catalog/Marketing Material” means the marketing information (images and description) provided by you relating to your Products and/or Services;
                “Fees” means the annual fees payable in respect of your Membership Package;
                “Informa”, “our”, “we”, or “us” means Informa Middle East Limited (Dubai Branch), registered under the laws of Dubai, UAE and having our business address at Level 20, Sheikh Rashid Tower, DWTC, P.O. Box 9428, Dubai, UAE;
                “Intellectual Property” means patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
               “Leads” means the contact details of people/companies interested in you and your Products and/or Services;
               “Marketing and Trends Dashboard” means information specifically relating to your account, which can be accessed by your logging-on to the Site;
               “Materials” means any content, materials and/or information on the Site excluding Member Content;
               “Member”, “you” or “your” means the person, firm, company or other body stated as such on the Order Form;
               “Member Content” means any content, materials and/or information on the Site which is contributed by you or on your behalf (whether by uploading directly to the Site or otherwise);
               “Membership” means membership to the Site via your subscription to a Membership Package;
               “Membership Benefits” means the benefits applicable to your particular Membership Package as detailed on the Order Form;
               “Membership Package” means either the Basic Membership Package, Basic Plus Membership Package or Premium Membership Package as chosen by you on the Order Form;
               “Membership Period” means the Initial Term or the current Renewal Period (as applicable);
               “Order Form” means the order form completed by you as part of your application for Membership;
               “Premium Membership Package” means the Membership Package as more particularly described on the Order Form as the Premium Membership Package;
               “Product Categories” means the general categorization of different types of medical products/equipment as detailed on the Site;
               “Products and/or Services” means your products and/or services, images and details of which may be uploaded to the Site;
               “Site” means the website identified with the url: www.omniagmd.com;
               “Upgrade Payment” means the Fees payable by you for any upgrade of your Membership Package.
3.              Membership Applications and Payment
3.1.          To subscribe to the Site, you must choose the Membership Package to which you would like to subscribe, provide the details requested on the Order Form and pay the Fees.
3.2.          Upon our receipt of the Order Form and the Fees, we will contact you to inform you of your account activation date (“Account Activation Date”).
3.3.          You undertake that (i) all details you provide to us relating to your Membership will be correct, and (ii) the credit/debit card you use to pay the Fees (if any) is your own.  We reserve the right to validate any credit/debit card used prior to providing you with your Membership Benefits.  Access to your Membership Benefits will not be provided until we are in receipt of the Fees in full, in cleared funds.
3.4.          It is within our absolute discretion (without any requirement to provide an explanation) to refuse any Membership application or terminate your Membership at any time.  Without prejudice to clause 14.1, if we decide to reject your Membership application or terminate your Membership, we will notify you in writing of our decision and refund the Fees paid by you (in full if before the Account Activation Date or on a pro-rata basis if your Membership Period has already started).
3.5.          Each Membership Package available via the Site has the different Membership Benefits described on the Order Form.
3.6.          Your Membership Benefits will be limited solely to the benefits contained in the Membership Package to which you have subscribed.
4.              Term and Renewal
4.1.          Your initial Membership term shall be for a period of twelve (12) months from the Account Activation Date (the “Initial Term”).  Any renewal Membership term shall be for a period of twelve (12) months (the “Renewal Period”) from the date that the Initial Term or the preceding Renewal Period expired (the “Renewal Date”).
4.2.          We will send you a renewal notice (a “Renewal Notice”) prior to the expiry of the Initial Term or any Renewal Period.  Each Renewal Notice will:
4.2.1.      notify you of the amount of renewal Fees payable in respect of your Membership Package;
4.2.2.      ask whether you wish to amend your Membership Package (e.g. upgrade or downgrade); and
4.2.3.      alert you as to whether or not there are any changes to the Terms that will be applicable during the Renewal Period (“Terms Changes”), which such changes shall be effective from the Renewal Date.
4.3.          Continued use of the Membership Benefits after the Renewal Date will constitute acceptance by you of any Terms Changes and you will be deemed to have renewed your existing Membership Package for the Renewal Period.  All renewal Fees are payable in full in advance and (without prejudice to any other available rights or remedies) we reserve the right to suspend your access to the Site on or after the Renewal Date until the renewal Fees are paid.
5.              Upgrades
5.1.          You may apply to upgrade your Membership Package at any time.  If we accept your application to upgrade your Membership Package, then, upon our receipt of the Upgrade Payment, it will be upgraded for the remainder of the then current Membership Period.
6.              Usernames and Passwords
6.1.          Upon acceptance by us of your Membership application, we will issue you (and your employees, if applicable) with a username and password.  Usernames and passwords remain the property of Informa at all times and may not be sold, assigned or transferred to any third party without our permission.  Your username and password are personal to you.  You hereby acknowledge that you will not permit others to use your username or password and you will be and remain liable for the acts of any person using your username and password.
7.              Member Content
7.1.          All Member Content submitted via the Site must comply with these Terms.  We have reserve the right to remove any Member Content we deem inappropriate or uncompliant with these Terms.
7.2.          Any Member Content you supply or upload to the Site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such Member Content for any purpose.  We also have the right to disclose your identity to any third party who is claiming that any Member Content supplied by you for posting on the Site or uploaded by you to the Site constitutes (i) violation of their Intellectual Property Rights, and/or (ii) an infringement of their right to privacy.
7.3.          To the extent that we become aware that any Member Content infringes the Intellectual Property rights of any third party, we reserve the right to remove such Member Content.
7.4.          We will not be responsible, or liable to any third party, for the content or accuracy of any Member Content supplied by you for posting on the Site or uploaded by you to the Site.
7.5.          You are solely responsible for checking the accuracy of any Member Content supplied by you for posting on the Site or uploaded by you to the Site and we will not be liable for any inaccuracies in any such Member Content.
7.6.          You agree to grant us a perpetual, royalty-free, non-exclusive, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public and exercise all copyright and publicity rights with respect to your Member Content and/or to incorporate your Member Content in other works in any media now known or later developed for the full term of any rights that may exist in your Member Content (including, without limitation, in the Site).
7.7.          You agree to waive any moral rights in any Member Content supplied by you for posting on the Site or uploaded by you to the Site to the fullest extent permitted by law.
7.8.          You hereby grant us for the Membership Period a royalty-free, non-exclusive, worldwide license to use your trade marks and logos on the Site and in marketing materials relating to the Site.
7.9.          You warrant, represent and undertake that you have obtained all necessary and relevant local and national approvals and licenses to advertise your Member Content.
7.10.       You further warrant, represent and undertake that your Member Content:
7.10.1.   is your own original work and that you have the right to make it available to us for all the purposes specified above and that it does not breach or infringe anyone else’s rights (including, without limitation, the Intellectual Property rights of a third party);
7.10.2.   is not in any way defamatory, libelous, obscene, menacing, threatening, offensive, abusive or fraudulent; and
7.10.3.   is not in any way illegal, will not and does not contravene any relevant local, national or international law or incite or encourage the contravention of any such law.
7.11.       If and to the extent that your Member Content contains information relating to your Products and/or Services, you further represent, warrant and undertake that such information is limited to generic information only and in particular does not and will not contain any dosage information or information or advice that might be construed in such a way so as to assist or encourage self-medication by any user of the Site.
7.12.       You agree that you are solely responsible and liable for any costs, damages, expenses or any other liability arising from any Member Content supplied by you for posting on the Site or uploaded by you to the Site.
7.13.       We reserve the right to edit or remove postings to any message boards on the Site and delete or use electronic methods to block or filter any Member Content at our discretion (but we do not have an obligation to do so).
7.14.       You shall not make libelous postings or any postings which are illegal or breach the Intellectual Property rights of any third party.  Informa shall not be responsible for monitoring Member Content for compliance with law.
8.              Indemnity
8.1.          You agree and undertake to indemnify and keep us fully and effectively indemnified on demand from and against all costs, claims, losses, damages, legal fees and other expenses that may be incurred by Informa as a result of or in connection with any:
8.1.1.      use by you of the Site, the Materials and/or any Member Content;
8.1.2.      breach by you of these Terms;
8.1.3.      third party claim regarding the inaccuracy of Member Content or the infringement of third party Intellectual Property rights; and/or
8.1.4.      adverse consequences, including, without limitation, physical or mental impairment, injury or death suffered by any user of the Site as a result of following recommendations contained in Member Content supplied by you.
9.              Personal Information and Monitoring Rights
9.1.          Any personal information you provide to us will be processed in accordance with our privacy policy and these Terms.  Without limitation, you authorize us to use, store or otherwise process any personal information which relates to you and/or your employees (including, but not limited to, names and addresses), to the extent reasonably necessary for us, our partners, successors (including the purchaser of the whole or part of our business), associates, sub-contractors or other third parties to operate the Site and provide you with the Membership Benefits.  If you and/or your employees use the Site then we may collect information about your or their behavior, and if you and/or your employees send us personal correspondence such as e-mails or letters then we may collect this information into a file specific to you.
9.2.          We have the right (but not the obligation) to monitor use of the Site in order to verify levels of usage, compliance with these Terms and/or any operating rules established by us and/or to satisfy any law, regulation or authorized government request.
10.           Site Access
10.1.       You agree that all usernames and passwords used to access the Site are confidential and personal to you and your employees (as applicable).  You shall ensure that neither you nor your employees disclose any usernames or passwords to any third party.  You must notify Informa immediately of any unauthorized use of any usernames or passwords, or any other breach of security regarding the Site that comes to your attention.
10.2.       You may use the Site solely for your internal business purposes.  Without limitation, you must not:
10.2.1.   download, store, reproduce, transmit, display, copy, distribute, exploit or use the Site and/or any Materials for your own commercial gain;
10.2.2.   resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Site and/or any Materials (in whole or in part) to any other person;
10.2.3.   use the Site and/or the Materials in any manner other than in compliance with applicable laws.
10.3.       We cannot guarantee that the Site will operate continuously or without interruption and we do not accept any liability for its temporary unavailability.  You must not attempt to interfere with the proper working of the Site (e.g. by attempting to circumvent security or tamper with, hack into or otherwise disrupt any computer system, server, website, router or any other Internet connected device).
10.4.       We reserve the right at any time to:
10.4.1.   make changes or corrections and to alter, suspend or discontinue any aspect of the Materials and/or the Site;
10.4.2.   vary the technical specification of the Site;
10.4.3.   temporarily suspend your access to the Site for the purposes of maintenance or upgrade; and
10.4.4.   withdraw any Member Content or any of the Materials (or any part thereof).
11.           Intellectual Property
11.1.       The contents of the Site and the Materials are protected by international copyright laws, database rights and other Intellectual Property rights.  The owner of these rights is Informa, our affiliates or other third party licensors.
11.2.       All product and company names and logos contained within the Site and/or the Materials are the trademarks, service marks or trading names of their respective owners, including us.  All of our rights which are not specifically granted to you by these Terms are reserved to us.
12.           Disclaimers
12.1.       We do not endorse any Materials published on the Site.  Any Materials supplied by third parties are published in good faith but we do not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of those Materials.
12.2.       Description or reference to any third party, product or publication on the Site does not imply endorsement of that third party, product or publication.
12.3.       We do not guarantee or warrant that any Materials available for downloading from the Site will be free from infections, viruses and/or other code that has contaminating or destructive properties.  You are responsible for implementing sufficient procedures and virus checks to satisfy your particular requirements for the accuracy of data input and output.
13.           Exclusions and Limitations
13.1.       We exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Materials and the Site.  All Materials are provided on an “as is” basis and you assume total responsibility and risk for your use of the Site and/or the Materials.
13.2.       A link to any other website does not mean that we endorse or accept any responsibility for the content, or the use of, such a website and we shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other website or resource.
13.3.       We accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable.  In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of the Site and/or any Materials, we accept no liability for this loss or damage whether due to inaccuracy, error, omission or any other cause and whether on our part or on the part of any other person or entity.
13.4.       If we are liable to you for any reason, subject to clause 13.5, our liability will be limited to the amount of the Fees paid by you in relation to the then current Membership Period.
13.5.       The exclusions and limitations in this clause 13 do not affect your non-excludable statutory rights and only apply to the extent permitted by applicable law.  Nothing in these Terms excludes or limits our liability for (i) death or personal injury caused by our negligence, or (ii) fraud or fraudulent misrepresentation.
13.6.       Subject to clause 13.5, you release us, our officers, directors, employees, authors and Site content providers from any liability relating to your use of the Site and any Materials.  You waive any claims for sustained losses or damages from or in connection with the use of the Site or any Materials to the fullest extent permitted by law.
14.           Termination
14.1.       Your Membership and access to the Membership Benefits will continue until the end of the Membership Period, but, without limitation, Informa may terminate or suspend your Membership and/or your Membership Benefits at any time if you are found in breach of any of these Terms (and you shall not be entitled to any refund of any Fees in the event of such termination).
14.2.       Termination shall not affect or prejudice the accrued rights of either you or Informa as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
15.           General
15.1.       You may not assign, transfer or sub-license any of your rights under these Terms and/or the Order Form.
15.2.       Informa shall not liable for any delay or failure to perform any obligation owed to you in connection with your Membership if such delay or failure is due to circumstances beyond Informa’s reasonable control.
15.3.       No waiver by us of any breach of these Terms shall be considered as a waiver of any subsequent breach of these Terms.
15.4.       The invalidity, illegality or unenforceability of any provision of these Terms in whole or in part shall not prejudice the effectiveness of the rest of these Terms or the remainder of any part of a provision affected.
15.5.       These Terms, the Order Form and our privacy policy form the entire agreement between you and Informa.  You acknowledge that you have not subscribed to your Membership in reliance upon any statement, warranty or representation made by Informa or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind your Membership by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in these Terms or the Order Form.
15.6.       These Terms do not confer any rights on any person or party other than you and us.
15.7.       These Terms shall be governed by the laws of Dubai and such federal laws of the UAE as are applicable in Dubai.  Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the rules of the DIFC-LCIA Arbitration Centre (the “Rules”) applicable at the time of reference.  The place of arbitration shall be the Dubai International Financial Centre.  The arbitration shall be conducted in the English language before a single arbitrator appointed in accordance with the Rules.