TERMS & CONDITIONS
AGREEMENT
1.- The following are the terms and conditions under
which SUVISON ("SUVISON") provides to your
Company ("EXHIBITOR") Virtual Booth Rental Service ("SERVICE")
in the MARKETPLACE EXHIBITION ONLINE ("MARKETPLACE"). The SERVICE is owned and operated by SUVISON. It may
amend this Agreement at any time by posting the amended version on
its site, and EXHIBITOR will be notified of such changes and/or modifications
pursuant to item 25 regarding notices. EXHIBITOR shall not resell
or assign or otherwise transfer its rights or obligations under this
Agreement without the express written authorization of SUVISON.-
2.- By accepting the terms and conditions of this Agreement, EXHIBITOR agrees to provide true, accurate, current and complete information about EXHIBITOR as requested by the Application and Contract for Virtual Exhibit Space and agrees to maintain and update this information. SUVISON reserves the right to terminate the contract and refuse any and all current or future use of the SERVICE if such information is untrue, inaccurate, not current or incomplete.-
3.- Nothing in this Agreement obligates SUVISON or the SERVICE to list, link to, accept or otherwise host any online booth on the SUVISON site. If these terms and conditions or any future changes are unacceptable to EXHIBITOR, it may cancel the contract pursuant to item 14.-
4.- SUVISON’s site acts as the venue only. SUVISON is not involved in any transaction between EXHIBITOR and its customers. SUVISON cannot ensure that EXHIBITOR or its customer will complete a transaction. It has no control over the quality, safety or legality of the goods and services offered at the virtual booth rented to EXHIBITOR, the truth or accuracy of the price list, the ability of EXHIBITOR to sell goods and services or the ability of buyers to buy its goods and services.-
5.- The SERVICE consists of providing the following
to EXHIBITOR:
5.1.- Hosting of interactive virtual BOOTH(S) ("BOOTH(S)")
in its web site and access to its user friendly SUVISON SOFTWARE ("SOFTWARE")
to ease the maintenance of BOOTH(S) for the presentation, advertising,
and/or sale of dental products;
5.2.- The listing of such BOOTH(S) in the MARKETPLACE section
"Exhibitor List" located at suvison.com; and
5.3.- The listing of such products in MARKETPLACE, section
"Exhibitor by Product", also located at suvison.com.-
6.- EXHIBITOR shall be responsible for all products and materials displayed at its BOOTH(S), and all acts or omissions that occur at the BOOTH(S) or in connection with EXHIBITOR’s account or password.-
7.- EXHIBITOR shall display in the BOOTH(S) its contact information, including but not limited to EXHIBITOR's company name, address, telephone number, fax number and e-mail address. EXHIBITOR shall also update such information, to keep it true, accurate, current and complete.-
8.- EXHIBITOR will obtain, at its expense, all necessary licenses from all necessary jurisdictions to engage in the advertising and/or sale of the products and materials offered at the BOOTH(S). EXHIBITOR represents and warrants that it has full power and authority under all relevant laws and regulations to copy and display the materials used or displayed at the BOOTH(S) and to provide for credit card payment and delivery of products and materials as specified at the BOOTH(S).-
9.- EXHIBITOR shall not use the BOOTH(S) or permit the BOOTH(S) to be used in conflict with any European Union and/or U.S. law, ordenances, rule or regulation. EXHIBITOR shall not engage in activities such as sale of illegal products and/or materials and/or the violation of export control, and/or that are in any way connected with any unethical marketing practices, and/or defame, impersonate and/or invade the privacy of any third party or entity and/or that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, and/or fiduciary rights of others.-
10.- SUVISON has the right to refuse to host or continue
to host any BOOTH(S) which it believes, in its sole discretion that:
10.1.- Offers for sale products and/or materials, or uses or displays
products and/or materials, that are illegal, vulgar, offensive, dangerous,
and/or are otherwise inappropriate;
10.2.- Has received a significant number of complaints from customers
for any reason whatsoever;
10.3.- Has become the subject of any European Union and/or U.S. government
complaint and/or investigation; or
10.4.- Has violated the letter or spirit of this Agreement.
11.- SUVISON hereby grants EXHIBITOR a non-exclusive, non-transferable license to use the SOFTWARE only on a server controlled by SUVISON for sole purpose of maintaining BOOTH(S) on such server. EXHIBITOR is not being granted any right to copy the SOFTWARE or to use it on computers other than a server controlled by SUVISON. EXHIBITOR shall use the SOFTWARE for access and use by means of web browsing software. SUVISON does not commit to support any particular browsing platform. SUVISON has the right at any time to revise and modify the SOFTWARE, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics without notice to EXHIBITOR. If any revision or modification to the SOFTWARE materially changes EXHIBITOR’s ability to conduct business, EXHIBITOR may terminate the contract according to item 14. EXHIBITOR acknowledges and agrees that the SOFTWARE is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified above.-
12.- Unless otherwise stated, all fees are quoted in U.S. Dollars.
EXHIBITOR shall pay SUVISON an annual fee as set forth in the MARKETPLACE, "Buy Your Booth Online" section, available
at suvison.com., and made a part hereof. SUVISON may also, upon thirty
(30) days prior notice to EXHIBITOR, alter its fee schedules and terms
of this Agreement. In any case, the Art.14 is always applicable. If SUVISON introduces a new service, the fees for
that service are effective at the launch of the service, upon thirty
(30) days prior notice to EXHIBITOR. In the event of any failure by
EXHIBITOR to make payment, EXHIBITOR shall be responsible for all
reasonable expenses (including attorneys’ fees) incurred by SUVISON
in collecting such amounts.-
13.- This Agreement will commence upon its execution by both parties and the term shall be one year, starting from the date that EXHIBITOR signs Application and Contract for Virtual Exhibit Space. The term shall automatically renew for successive yearly period at renewal rates applicable at the time provided, unless the notice of non-renewal is provided by EXHIBITOR. However, to qualify for each renewal, EXHIBITOR has to fully comply with its obligation.-
14.- Either party may terminate this Agreement with or without cause upon giving the other party thirty (30) days prior written notice. SUVISON reserves the right to immediately suspend any customer access to the BOOTH(S). The waiver by either party of any breach of any item of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other item. No waiver of any item of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. Upon termination, SUVISON reserves the right to delete from its server the BOOTH(S), and any and all information relative to EXHIBITOR.-
15.- SUVISON maintains information about EXHIBITOR and its BOOTH(S) on its server, including but not limited to EXHIBITOR’s registration information, EXHIBITOR's customer order information and sales information. EXHIBITOR agrees that SUVISON may use EXHIBITOR Information for marketing or other promotional purposes, but not customer order information. EXHIBITOR agrees that SUVISON may delete customer credit card information from its server thirty (30) days after EXHIBITOR retrieves such information, and may delete all other EXHIBITOR information from its server at the end of each calendar year.-
16.- The BOOTH(S) may be set up by EXHIBITOR himself or by SUVISON, upon EXHIBITOR's request. If set up by EXHIBITOR, the EXHIBITOR shall receive a password from SUVISON to provide
access to and use of the SOFTWARE and online booth SERVICE. EXHIBITOR
is entirely responsible for any and all activities which occur under
EXHIBITOR’s password. EXHIBITOR agrees to keep its password confidential,
to allow no other person or company to use its account, and to notify
SUVISON promptly if EXHIBITOR has any reason to believe that the security
of its BOOTH(S) has been compromised.-
17.- EXHIBITOR acknowledges and agrees that SUVISON
may access EXHIBITOR's BOOTH(S) and its contents as necessary to identify
or resolve technical problems or technical complaints about the SERVICE.
EXHIBITOR also acknowledges and agrees that technical processing of
EXHIBITOR information is and may be required for:
17.1.- The SERVICE to function;
17.2.- To conform to the technical requirements of connecting networks;
17.3.- To conform to the technical requirements of the SERVICE; or
17.4.- To conform to other, similar technical requirements.-
18.- EXHIBITOR shall be responsible for posting a privacy policy in its BOOTH(S) and keeping its customers’ personal and/or Company information strictly confidential. EXHIBITOR shall use such information for updating its customers on its own products and materials. EXHIBITOR shall not disclose any such information collected from users to third party.-
19.- EXHIBITOR can obtain assistance with any technical
difficulty that may arise in connection with EXHIBITOR's utilization
of the SOFTWARE or online booth SERVICE by requesting assistance by
email to support@suvison.com.
SUVISON reserves the right to establish limitations on the extent
of such support.-
20.- EXHIBITOR agrees to indemnify and hold harmless SUVISON and its subsidiaries, affiliates, officers, directors, employees and agents from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of EXHIBITOR’s breach of this Agreement or EXHIBITOR violation of any law or the rights of a third party.-
21.- SUVISON and its suppliers provide the website, SERVICE and SOFTWARE "as is" and "as available" basis without any warranty and/or condition, express, implied or statutory. SUVISON and its suppliers specifically disclaim any implied warranties of title, exhibitor ability, fitness for a particular purpose and/or non-infringement. Neither this Agreement or any documentation furnished under it is intended to express and/or imply any warranty that the SOFTWARE and/or the online booth SERVICE will be uninterrupted and/or error-free. The SOFTWARE has inherent limitations and EXHIBITOR must determine that it adequately meets its requirements. EXHIBITOR acknowledges and agrees that any material and/or data downloaded and/or otherwise obtained through the use of the SOFTWARE is done at its own discretion and risk and that it will be solely responsible for any damages to its computer system and/or loss of data that results from the download of such material and/or data.-
22.- SUVISON and its subsidiaries, affiliates, officers, directors, employees and agents, shall not be liable, under any circumstances or legal theories whatsoever, for any loss of business, profits or goodwill, loss of use and/or data, interruption of business, and/or for any indirect, special, incidental and/or consequential damages of any character, even if SUVISON is aware of the risk of such damages, that result in any way from EXHIBITOR’s use and/or inability to use the SOFTWARE, and/or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the online booth SERVICE and/or the SOFTWARE.-
23.- SUVISON’s liability, and the liability of its suppliers to EXHIBITOR and/or any other third party in any circumstance is limited to the payments actually made by EXHIBITOR to SUVISON over the course of the existing term.-
24.- Neither party shall be liable to the other for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.-
25.- All notices, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given upon receipt, if delivered by electronic mail and/or sent by air mail, postage prepaid, and/or sent by recognized overnight courier service. If to SUVISON, at its Customer Service address: SUVISON EUROPE S.R.L., Via F.Turati 16, 00040 Ariccia (RM), Italy; if to EXHIBITOR, such notices shall be addressed to the electronic and/or mailing address specified when EXHIBITOR rented the BOOTH(S); or to such other addresses as the parties may from to time designate in writing.-
26.- This Agreement contains all of the terms and conditions agreed upon by the parties with reference to the subject matter hereof. No other agreements, oral or otherwise, shall be deemed to exist or to bind either of the parties, and all prior negotiations, agreements and understandings are superseded by this Agreement. To be effective, any amendment, modification or change in this Agreement shall be in writing and signed by both parties.-
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