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TERMS AND CONDITIONS OF USE OF CONFERENCE MANAGER™

Version 1.8 as of 25 September 2018

CONTENTS

• TERMS AND CONDITIONS AND ACCEPTANCE
• DEFINITIONS
• CONFERENCE MANAGER™ – DESCRIPTION AND RIGHTS
• ROLES AND RESPONSIBILITIES OF THE CONFERENCE ORGANISER
• PRICES AND TERMS OF PAYMENT
• SUPPORT
• EXTRA MODULES AND SPECIAL MODIFICATIONS

CHANGES, INTERRUPTIONS OF OPERATIONS AND TERMINATION OF

8

ACCESS

• PERSONAL DATA
• MONITORING
• DATA STORAGE
• RIGHTS TO CONFERENCE MANAGER™
• NON-COMPLIANCE WITH TERMS AND CONDITIONS – LIABILITY IN DAMAGES
• E-MAIL POLICY
• REFERENCE
• TERMINATION
• ASSIGNABILITY
• EXEMPTION CLAUSES
• GOVERNING LAW AND JURISDICTION

ANNEX A                                     DATA PROCESSING AGREEMENT (THE “AGREEMENT”)

1 TERMS AND CONDITIONS AND ACCEPTANCE

This document sets out the terms and conditions applicable to the use of Conference Manager™ (the “Terms and Conditions”).

Conference Manager™ is a system developed by Conference Manager A/S. Additional information about Conference Manager A/S and contact details are available at www.conferencemanager.dk.

The purpose of Conference Manager™ is to facilitate the planning, holding and follow-up of meetings, courses, conferences and other events.

Access to using Conference Manager™ is subject to the Conference Organiser’s prior acceptance of the Terms and Conditions. The Terms and Conditions set out the opportunities and limitations offered by Conference Manager™ and applicable to the Conference Organiser’s use of Conference Manager™.

Access to using Conference Manager™ is subject to the Conference Organiser’s prior acceptance of the Terms and Conditions. The Terms and Conditions set out the opportunities and limitations offered by Conference Manager™ and applicable to the Conference Organiser’s use of Conference Manager™.

By accepting these Terms and Conditions, the Conference Organiser, on his or her own behalf and on behalf of the Conference Holder, agrees to the Terms and Conditions in their entirety and also confirms that the Conference Organiser and the Conference Holder will comply with the Terms and Conditions and use Conference Manager™ only as described herein. The Terms and Conditions constitute an agreement between the Conference Holder, the Conference Organiser and Conference Manager A/S on the use of Conference Manager™.

The Conference Organiser accepts the Terms and Conditions on his or her own behalf and on behalf of the Conference Holder by approving the Terms and Conditions, which are displayed online and are downloadable prior to access being granted to Conference Manager™.

Hence, the responsibility resting with the Conference Organiser under this document also rests with the Conference Holder.

The Terms and Conditions will take effect from the time when the Conference Organiser approves them online.

2 DEFINITIONS

For the purpose of these Terms and Conditions, the following definitions apply:

Conference Manager™: Has the meaning set out in clause 3 and, in addition to the system proper (software, applications, etc.), the term comprises the related concept.

Speaker: A person attending a conference/event at a Conference Venue in his or her capacity as a speaker/presenter.

Conference Organiser: A person employed by a Conference Holder who is charged with planning a conference/event at a Conference Venue.

Conference Holder: The business or person holding a conference/event at a Conference Venue.

Conference Venue: A conference centre, conference room or similar physical location where the Conference Organiser holds an event.

Conference Participant: A person attending a conference/event held by the Conference Organiser at a Conference Venue.

Order Placing: A final order for a conference/event (including facilities, rooms, etc.) to be held at a specific Conference Venue.

3 CONFERENCE MANAGER™ – DESCRIPTION AND RIGHTS

Conference Manager™ is an online tool made available at www.conferencemanager.co.uk and conferencemanager.co.uk, conferencemanager.dk, conferencemanager.de, conferencemanagerpro.com and several other web addresses, possibly also the Conference Holders own web addresses.

Conference Manager™ allows the Conference Organiser to support the process in connection with the planning, execution and evaluation of a conference/event or orther form of collection and distribution of information. This includes inviting Conference Participants, division of the agenda into parallel tracks, publication of conference website with agenda and online registration, registration of Conference Participants and their participation in different tracks, registration of payment, design and printing of name tags, management of lists of participants, distribution and collection of evaluation forms, reporting, forum for communication between Conference Participants, distribution of conference material, online polls etc.

To access Conference Manager™, the Conference Organiser must register with a valid and personal e-mail address and confirm the acceptance of the Terms and Conditions.

The Conference Organiser must register the first time he or she wants to use Conference Manager™ to plan a conference/event.

The Conference Organiser subsequently creates each conference/event separately in Conference Manager™. If the Conference Organiser wants to plan two conferences/events in parallel, he or she only has to register once and can subsequently create multiple conferences/events in Conference Manager™.

The Terms and Conditions must be accepted every time a new conference/event is created or when the Conference Organiser accesses conferences/events to which he or she is assigned rights.

4 ROLES AND RESPONSIBILITIES OF THE CONFERENCE ORGANISER

In relation to Conference Manager™, the Conference Organiser is the manager of the conferences/events created by the Conference Organiser in Conference Manager™.

If a Conference Organiser, for whatever reason, is no longer responsible for holding a conference/event in the premises of the Conference Holder, Conference Manager A/S can change the Conference Organiser of the conference/event in Conference Manager™ at the request of the Conference Holder. As set out in clause 3, the registration of a new Conference Organiser requires a personal e-mail address of that person. In general, however, the Conference Organiser is always the person who can assign this right to another person directly in Conference Manager™.

If a need arises to grant one or more Conference Participants or one or more Speakers access to Conference Manager™ in connection with a specific conference/event, e.g. with a view to uploading/downloading material or general information, the Conference Organiser assumes full responsibility in this connection.

Hence, only the Conference Organiser can grant the person in question access to Conference Manager™ as regards the particular conference/event. Access is granted by means of a personal login.

The Conference Organiser assumes full responsibility for any changes made by Conference Participants/Speakers in Conference Manager™ as regards a conference/event.

Jointly with the Conference Holder, the Conference Organiser is responsible for the information uploaded or downloaded via Conference Manager™, either by the Conference Organiser, Conference Participants, Speakers or other persons to whom the Conference Organiser may have granted access to Conference Manager™ as regards a conference/event.

If a forum is created in Conference Manager™ for the purpose of dialogues between Conference Participants after a conference/event, the Conference Organiser is also responsible for managing this, and for deleting any inappropriate posts etc. by using the tools in Conference Manager™.

Reference is made to the clause on the information/data that Conference Organisers, Conference Participants, Speakers and others make available to others via Conference Manager™ under Collection and disclosure of information – personal data below.

5 PRICES AND TERMS OF PAYMENT

The Conference Holder pays Conference Manager A/S a fixed monthly fee for the connection to Conference Manager™. The fees are payable for one year in advance, meaning that the fee for the first year is payable at the conclusion of this Agreement. Furthermore, the Conference Holder must pay an establishment fee to Conference Manager A/S.

Conference Manager A/S may at all times change its prices, but any change is subject to three months’ written notice to the customer. If the Conference Holder cannot accept a price increase, the Conference Holder may terminate the Agreement also by giving three months’ notice.

Prices are adjusted on 1 January of every year in accordance with developments in the net consumer-price index since the most recently published index for November, but at least by 1%. Such adjustment is not subject to any notice being given.

Invoicing is by e-mail to an address stated by the Conference Holder. If invoices are to be sent by letter, an administrative fee will be charged. In case of a change of e-mail address, the Conference Holder is exclusively responsible for ensuring that Conference Manager A/S is informed of the new address.

The final due date for payment of Conference Manager A/S’s invoice is seven days from the date of invoice. After the final due date for payment, Conference Manager A/S is entitled to charge interest at a rate of 2% per month or part of a month from the due date until payment is effected.

Under special circumstances, Conference Manager A/S may, exclusively on the basis of a prior request made by the Conference Holder, accept to postpone the final due date for payment by 30 or 60 days. If a request is made for postponement of the final due date for payment by more than seven days, all of Conference Manager A/S’s prices will be raised, regardless of whether they have been stated or specified on a website, in a price list, in a quotation, verbally, by e-mail or the like, by 2.25% for 30 days and 4.50% for 60 days, respectively. Such rise applies to prices stated before and after the request has been accepted by Conference Manager A/S and comprises all invoices issued with a final due date for payment 30 or 60 days after issue.

The Conference Holder’s default on payment also entitles Conference Manager A/S to terminate the Conference Holder’s access to Conference Manager™ without notice.

The reopening of access to Conference Manager™ is, regardless of the reason, subject to payment of a reopening fee in accordance with Conference Manager A/S’s price list applicable at all times.

6 SUPPORT

Conference Manager™ is an online self-service system where support is given by the system. Conference Manager A/S must be contacted if personal assistance is needed. Conference Manager A/S is entitled to demand payment for the time spent on providing system support at the hourly rate applicable at all times.

7 EXTRA MODULES AND SPECIAL MODIFICATIONS

Conference Manager A/S offers special extra modules for Conference Manager™, each providing additional functionalities. These extra modules are available in the form of options via Conference Manager™ against extra payment.

If the Conference Holder wants to make use of one or more of such extra modules, the Conference Holder must order these directly via Conference Manager™, which also provides clear information about the extra monthly fee and establishment fee, if applicable.

8 CHANGES, INTERRUPTIONS OF OPERATIONS AND TERMINATION OF ACCESS

The Conference Holder and the Conference Organiser should note that the functions in Conference Manager™ are subject to change without notice. Conference Manager A/S reserves the right to change or delete functions in Conference Manager™ without prior notice.

Conference Manager A/S is under no circumstances responsible for the nuisances or losses that may be the result of such change.

Conference Manager™ should be available 24/7.

However, access to Conference Manager™ may be denied during certain periods due to updates, interruptions of operations, etc.

In case of interruptions of operations or other unintended disturbances, whether resulting from causes within or beyond the control of Conference Manager A/S, Conference Manager A/S will attempt to restore operations as soon as possible. Conference Manager A/S is under no circumstances responsible for the nuisances or losses that may be the result of such interruptions of operations or other unintended disturbances and access to Conference Manager™.

In case of update, remedy or planned repair of Conference Manager™ or other programs, systems, software or hardware that may have an impact on the running of Conference Manager™, Conference Manager A/S will attempt to give notice of such resulting interruptions of operations, including a lack of system access via Conference Manager™, but such prior notice is not guaranteed, and Conference Manager A/S cannot be held responsible for the nuisances or losses that the interruptions of operations and lack of access, if any, to Conference Manager™ may cause.

9 PERSONAL DATA

The data processing agreement concluded sets out the terms for processing personal data (see Annex A).

10 MONITORING

Conference Manager A/S reserves the right to collect and register data on the Conference Holder’s and the Conference Organiser’s use of Conference Manager™.

The data will be used in connection with Conference Manager A/S’s work involved in developing and maintaining the running of Conference Manager™. Furthermore, Conference Manager A/S may use the data in other commercial or non-commercial contexts and disclose the data to third parties without any additional consent. The data on named/otherwise identifiable persons will not, however, be disclosed without prior consent to such disclosure being obtained from the affected person(s). Data that may be disclosed under this Agreement are thus exclusively of a general and statistical nature and may never be attributable to the individual Conference Holder and/or private individuals.

By accepting these Terms and Conditions, the Conference Holder and the Conference Organiser consent expressly to Conference Manager A/S’s collection, registration/storage and use of data as specified herein.

The monitoring and processing of data specified herein will at all times be in accordance with current legislation on personal data processing.

11 DATA STORAGE

Information/data entered or otherwise made available in Conference Manager™ by the Conference Organiser, Conference Participants, Speakers or others to whom the Conference Organiser may have granted access to enter information/data will be considered the exclusive property of the Conference Holder in relation to Conference Manager A/S. If Conference Participants, Speakers or others enjoy any rights, including intellectual property rights, to such information/data, such rights are of no concern to Conference Manager A/S, and Conference Manager A/S is exclusively entitled to refer to the Conference Holder and the Conference Organiser in this respect.

The Conference Holder and the Conference Organiser are under an obligation to clarify and manage any rights which Conference Participants, Speakers or others may enjoy to information/data entered or otherwise made available in Conference Manager™ with these directly, and the Conference Holder and the Conference Organiser are under an obligation to indemnify and compensate Conference Manager A/S for any loss that the company may incur in relation to such rights, including as a result of Conference Manager A/S’s deletion of such information/data, pursuant to these Terms and Conditions (see below).

Conference Manager A/S stores the information/data entered or otherwise made available in Conference Manager™ on the

conference/event for the period agreed when products and services are purchased from Conference Manager A/S and specified under “My subscription” in Conference Manager™.

NB:                                             At the expiry of the agreed storage period after the conference/event, access to Conference Manager™ in relation to this

conference/event will be terminated automatically and immediately without any further notice, and any information/data entered or otherwise made available in Conference Manager™ by the Conference Organiser or others on the conference/event will be lost as they are deleted automatically without any possibility of being restored.

However, attempts will be made to make it possible to store planning lists for a longer period, but such storage will not be guaranteed. If other information/data are to be stored, such information/data must be copied/uploaded by the Conference Organiser from Conference Manager™ before the expiry of the agreed period.

If the event is cancelled, all stored information/data on the event will be deleted without any further notice. Information/data may exclusively be extracted from Conference Manager™ to the extent that reports etc. are made available in the Conference Manager™ application.

12 RIGHTS TO CONFERENCE MANAGER™

Conference Manager™ has been developed and is owned by Conference Manager A/S. As user of Conference Manager™, the Conference Holder and the Conference Organiser will only have a non-exclusive right (licence) to use Conference Manager™ and only in accordance with these Terms and Conditions.

Regardless of the use by the Conference Holder, the Conference Organiser and others of Conference Manager™, Conference Manager A/S holds and will maintain all rights, including intellectual property rights (copyrights etc.) and know-how, to Conference Manager™.

Any change, development or improvement of Conference Manager™ and related functions proposed or made by the Conference Holder/Conference Organiser, other users of Conference Manager™ or others will automatically and without remuneration or consideration become the unconditional property of Conference Manager A/S. Conference Manager A/S is free to deal with such changes, development or improvement without consent.

The Conference Organiser and the Conference Holder may under no circumstances, directly or indirectly or in full or in part, copy or assign the use of or access to Conference Manager™ to any natural or legal person without the prior written consent of Conference Manager™.

The Conference Holder and the Conference Organiser may exclusively use Conference Manager™ to plan own conferences/events. Hence, the Conference Organiser may not hold events through the system on behalf of conference holders which do not belong to the same company as the Conference Organiser.

13 NON-COMPLIANCE WITH TERMS AND CONDITIONS – LIABILITY IN DAMAGES

If a Conference Holder or a Conference Organiser fails to comply with these Terms and Conditions or in any other way misuse or attempt to misuse Conference Manager™, Conference Manager A/S is entitled to terminate the access to Conference Manager™ for the relevant Conference Holder/Conference Organiser in terms of all conferences/event that are being planned or held by the relevant Conference Holder/Conference Organiser, regardless of whether non-compliance with the Terms and Conditions or misuse in general has taken place in relation to a single conference/event.

If the non-compliance with the Terms and Conditions is of a material or lasting nature, Conference Manager A/S may avail itself of the possibility outlined above to terminate the access to Conference Manager™ for a Conference Holder/Conference Organiser without prior notice, terminate the Agreement and claim payment of its loss and any outstanding balances.

In other cases of non-compliance with the Terms and Conditions, Conference Manager A/S may also terminate the access to Conference

Manager™ for the Conference Holder/Conference Organiser as set out above, but at a written notice of five weekdays. If the Conference Holder/Conference Organiser ends the non-compliance and documents this to Conference Manager A/S within the notice period, and the non-compliance is of such a type that Conference Manager A/S does not incur or cannot incur a continued or new loss after the end of non-compliance, Conference Manager A/S may allow the Conference Holder’s/Conference Organiser’s access to Conference Manager™ to be maintained, but Conference Manager A/S is not under any obligation to do so.

Material non-compliance with the Terms and Conditions includes, but is not limited to, the Conference Holder’s/Conference Organiser’s

» granting of access to Conference Manager™ to third parties without Conference Manager A/S’s prior written approval;

» copying of Conference Manager™ in whole or in part;

» reprogramming or modification of Conference Manager™, including but not limited to removal of Conference Manager A/S’s logo, name or distinctive mark from registration websites, e-mails and other parts of Conference Manager™;

» use of Conference Manager™ to spread spam or otherwise try to disrupt or prevent electronic communication over the Internet, including disruption or prevention in relation to Conference Manager™ and the running of the system (see clause 14 etc. below);

» use of Conference Manager™ for a purpose other than that referred to in clause 11;

» forcing of access to information/data in Conference Manager™ entered or otherwise made available by other users of Conference Manager™ who are not Conference Participants or Speakers with whom the Conference Holder/Conference Organiser has entered into an agreement on permission for such access; and

» own entry or other publication of information/data via Conference Manager™ that constitute an obvious infringement or whose publication constitutes a criminal offence or failure to delete such information/data entered or published by others as soon as the Conference Holder/Conference Organiser becomes aware thereof.

The above is not an exhaustive list of situations which will be considered material non-compliance with the Terms and Conditions, and reference is made to the individual provisions of the Terms and Conditions that also address responsibility and non-compliance.

Attempts at the above actions and attempts at other material non-compliance with the Terms and Conditions will in themselves be considered material non-compliance with the Terms and Conditions.

14 E-MAIL POLICY

The Conference Holder/Conference Organiser is responsible for all e-mail correspondence generated from/via Conference Manager™, including invitations for Conference Participants etc. The Conference Holder/the Conference Organiser may not use Conference Manager™ to forward e-mails that are inconsistent with section 10 of the Danish Marketing Practices Act or similar rules.

15 REFERENCE

Conference Manager A/S is entitled to use this Agreement as well as the Conference Holder’s name and logo as a reference in relation to any of their potential customers or as part of the marketing of Conference Manager A/S’s products and services. However, the Conference Holder may request Conference Manager A/S in writing not to be used as a reference.

Similarly, the Conference Holder is entitled to use Conference Manager A/S as a reference in relation to his or her potential customers.

However, Conference Manager A/S may request the Conference Holder in writing not to use Conference Manager A/S as a reference.

Neither Conference Manager A/S nor the Conference Holder is entitled to use the other party as a reference once the Terms and Conditions are no longer effective.

16 TERMINATION

These Terms and Conditions are applicable for a period of 24 months from the commencement date, and this period cannot be terminated by the Conference Holder, the Conference Organiser or Conference Manager A/S.

If one of the parties wants to terminate the Terms and Conditions after the expiry of the period referred to, the other party must be informed in writing thereof at a notice of not less than three months. If the Terms and Conditions are not terminated, they will remain effective for consecutive periods of 12 months that may be terminated. The Terms and Conditions may be terminated by the Conference Holder/Conference Organiser at three months’ notice to expire at the end of the 12-month period.

Regardless of the above, these Terms and Conditions may be amended at 30 DAYS’ notice by electronic notification of the Conference Organiser.

17 ASSIGNABILITY

Conference Manager A/S is entitled without the consent of the Conference Holder and the Conference Organiser to assign all rights and obligations under this Agreement to third parties. Conference Manager A/S is also entitled to have the obligations of the company under this Agreement fulfilled in full or in part by third parties.

The Conference Holder and the Conference Organiser may only assign their rights and obligations under this Agreement to third parties if the Conference Holder or the Conference Organiser has obtained the prior written consent of Conference Manager A/S. If the Conference Holder is a general partnership or a private or public limited company, a transfer of general partnership shares or a transfer of 50% of the total share capital will be considered to be a transfer that requires the consent of Conference Manager A/S.

18 EXEMPTION CLAUSES

It is expressly pointed out that Conference Manager A/S’s potential liability and responsibility in relation to Conference Manager™ and system use are limited in accordance with this clause 18 and the other provisions of the Terms and Conditions containing disclaimers.

Conference Manager A/S does not guarantee:

» the functionality of Conference Manager™ or that the system will meet the expectations and needs of the Conference Holder and the Conference Organiser,

» for loss or corruption of information/data entered or otherwise made available in Conference Manager™ by the Conference Organiser, Conference Participants, Speakers or others;

» for errors in connection with the forwarding or distribution of information/data entered or otherwise made available in Conference Manager™ by the Conference Organiser, Conference Participants, Speakers or others, including for unwanted forwarding or publication of such information/data to third parties;

» for lack of access to Conference Manager™ or other interruptions of operations, whether resulting from changes to Conference

Manager™, breakdowns, updates or other causes within or beyond the control of Conference Manager A/S;

» for disruptions or destruction of software or hardware that may be caused by the use of Conference Manager™, including for financial losses, loss of data or any other form of resulting loss or expense; and

» in relation to the information/data entered or otherwise made public via Conference Manager™ by the Conference Organiser, Conference Participants, Speakers or others, including in relation to information/data that may constitute an infringement or whose publication is inconsistent with legislation.

Moreover, reference is made to the other exemption clauses set out in the individual provisions of these Terms and Conditions. The

Conference Holder/Conference Organiser is under an obligation to indemnify Conference Manager A/S for any claim made against Conference Manager A/S by Conference Participants, Speakers or third parties, and the Conference Holder/Conference Organiser must compensate Conference Manager A/S for all losses and refund all expenses incurred by Conference Manager A/S in connection with such claims from Conference Participants, Speakers or third parties.

If legal proceedings are instituted against Conference Manager A/S in relation to the above matters, the individual Conference

Holder/Conference Organiser responsible for the conference(s) in respect of which the proceedings are instituted is under an obligation to become a party to the proceedings on behalf of Conference Manager A/S and must in that connection safeguard the interests of Conference Manager A/S as defendant(s) in the proceedings.

Subject to the above exemption clauses, Conference Manager A/S may exclusively be liable for direct and documented losses.

19 GOVERNING LAW AND JURISDICTION

These Terms and Conditions are governed by Danish law with the exception of the conflict of laws rules of Danish law, and any dispute arising out of or relating to the Terms and Conditions and/or the use of Conference Manager™ must be settled in accordance with Danish law with the exception of the conflict of laws rules of Danish law.

If the parties fail to reach agreement on how to resolve a dispute, such dispute must be brought before a Danish court of law for resolution.

ANNEX A – DATA PROCESSING AGREEMENT (THE “AGREEMENT”)

See Data Processing Agreement