Service Agreement

EXPO PASS, LLC
SERVICE TERMS AND CONDITIONS
(Service Agreement)

Last Updated Date: September 2024

1. Applicability; Service Agreement.  These terms and conditions (“Service Terms and Conditions”) set forth the terms and conditions on which we provide Services to you.  These Service Terms and Conditions apply to the Initial Confirmed Order and each subsequent Confirmed Order entered into during the Term (defined below) of this Services Agreement (defined below) and is subject to our Terms of Use (including our Privacy Policy), which are incorporated herein by reference.  The Terms of Use are available at: https://www.expopass.com/terms-of-use/.  These Service Terms and Conditions, the Initial Confirmed Order, each subsequent Confirmed Order entered into during the Term, and our Terms of Use (including our Privacy Policy) are collectively referred to herein as the “Service Agreement”.  This Service Agreement is effective as of the Effective Date.  Certain capitalized terms used in this Service Agreement are defined in Section 33 of the Terms of Use and capitalized terms used but not defined in this Service Agreement shall have the meanings ascribed to them in our Terms of Use.

2. Modifications to Confirmed Orders.  Any Modification to a Confirmed Order must be in a writing (which may be by e-mail) agreed to by both Parties, and no Party will be bound to any Modification to a Confirmed Order unless that Modification is in a writing (which may be by e-mail) agreed to by both Parties.

3. Engagement.  You hereby engage Expo Pass to provide the Services, subject to the terms and conditions of this Service Agreement.

4. Scope of Services.

(a) Base Services. We provide every organizer that is party to a Confirmed Order, including you, with access to the Expo Pass Platform and General Support Services as described in this Section 4(a) (our “Base Services”).

    • Access to Expo the Pass Platform.  We grant you a limited, revocable, non-exclusive, non-transferable, personal right to access and use the Expo Pass Platform and the Services solely for the purposes of this Service Agreement, subject at all times to the terms and conditions of this Service Agreement.
    • General Support Services.  The Event Success team will teach/guide your named dedicated contact through  implementation and best practices for leveraging Expo Pass. We will work with your named dedicated contacts (no more than two individuals) to streamline platform training, support concerns, and equipment needs (if applicable). General remote support (“General Support Services”) through e-mail, chat, or telephone is available Monday through Friday from 9:00 AM to 5:00 PM Central time.  On days of your Events, remote support through e-mail, chat or telephone will available between the hours of 7:00 AM to 7:00 PM Central time.  Responses to e-mail, chat or telephone messages received after such hours may be delayed until the next business day.

(b) Elected Services.  In addition to our above Base Services, we will provide one or more of the following Services if and to the extent they are elected specified on an applicable Confirmed Order or as you elect through the Expo Pass Platform to use them.

If a Service described below is not elected and specified on an applicable Confirmed Order or you have not elected through the Expo Pass Platform to use such Service, we will not provide it, it will not be available to you, and you will not be charged for it.

  • Event Application.  Our event application solution enables event organizers to schedule Attendees, search and view Exhibitor profiles, view Event feedback, and/or upload documents and materials for specified Events, as and to the extent provided and permitted by the Expo Pass Platform.
  • Attendance Tracking.  Our attendance tracking solution tracks the attendance of applicable Persons at specified sessions of specified Events, as and to the extent provided and permitted by the Expo Pass Platform.
  • Event Registration.  Our event registration solution (“Event Registration Services”) enables event organizers to create registration forms, register, upload Attendees and Attendee data, share “early bird” or promotional codes, process refunds, and/or track registration, as and to the extent provided and permitted by the Expo Pass Platform.
  • Virtual Experience.  Our virtual experience solution supports live or pre-recorded video and/or and enables Attendees to engage virtually through the Expo Pass Platform for specified Events, as and to the extent provided and permitted by the Expo Pass Platform.
  • Access to Basic Badge Printing through Avery.  Through an arrangement between Avery and us, you may link to Avery’s web application to print badges for an Event, as and to the extent provided and permitted by the Expo Pass Platform and Avery’s platform.  If you elect to use Avery for badge printing, the terms, conditions and prices for Avery’s printing and badges will be as provided by Avery, and are not included in our prices, fees, or expenses, including the Package Price.
  • Lead Retrieval Services.  Our lead retrieval solution (“Lead Retrieval Services”) enables Exhibitors to retrieve certain Attendee information for specified Events, as and to the extent enabled and permitted by the Expo Pass Platform.  If you elect to use Lead Retrieval Services, you will provide true and correct Exhibitor contact information through the Expo Pass Platform, including for Expo Pass to contact such Exhibitors to support lead retrieval setup.
  • Payment Processing.  If you elect to use our payment processing services (“Payment Processing Services”), we will act as your limited payment agent to facilitate payment transactions on your behalf using our third-party payment processor which may include processing the total value of tickets, registrations, lead retrieval fee payments and other items purchased by Users through the Expo Pass Platform for or in connection with your Event(s), as and to the extent provided and permitted by the Expo Pass Platform and our third-party payment processor.  You must elect to use our Event Registration Services in order to use our Payment Processing Services.  In addition, you must set enter into a Merchant Agreement and set up a merchant account in order to use our Payment Processing Services.
  • Premium Badge Printing.
    • ⮚ Equipment Rental.  If you elect to rent routers, printers, iPads, or other Equipment from us, we will rent you such Equipment, and such rental will be subject to our Equipment Rental Terms and Conditions, which are incorporated by reference into this Service Agreement.
    • ⮚ Badge Shells and Other Items.  If you elect to purchase Goods (including badge shells, lanyards, badge sleeves or other goods), we will print and/or sell you badge shells and/or other Goods, and such printing and/or sale and purchase will be subject to our Terms and Conditions for Badge Printing and Sale of Goods, which are incorporated by reference into this Service Agreement.
    • ⮚ On-Site Services.  If you elect to use our on-site services (“On-Site Services”) we will provide you with one or more Expo Pass personnel (“On-Site Expo Pass Personnel”) to be on-site at a specified Event.  Our On-Site Services include only (i) setting-up and monitoring badge printing Equipment leased by Expo Pass to you and (ii) assisting your personnel with lead retrieval queries from Exhibitors, unless otherwise specified in an applicable Confirmed Order.  For the avoidance of doubt, our On-Site Expo Pass Personnel’s services do not include working an Event’s registration or check-in, unless otherwise specified in an applicable Confirmed Order.  At each Event, each Expo Pass on-site staff member’s “day” is that of a calendar day, regardless of the actual time of setup.  Each On-Site Expo Pass Personnel will work for no more than 10 hours per day, which will include (i) at least one (1) 30-minute break after 5 hours and at (ii) least one (1) 20-minute break after 8 hours.  You will use commercially reasonable efforts to include On-Site Expo Pass Personnel in your hotel room block if you have one set up set up at or near the Event venue.
  • Other Services.  We may provide services or products not described above only if and to the extent agreed upon by you and us in an applicable Confirmed Order or elected by you through Expo Pass Platform.

5. Fees and Payment.

(a) Prices, Fees, Expenses.

  • Package Price.  The package price or bundled price specified in an applicable Confirmed Order is the “Package Price” for the specified Event or Events.  The Package Price is not refundable.The Package Price includes only:
    • our Base Services (i.e., access to the Expo Pass Platform and General Support Service); and
    • the other elected Services specifically included in the Package Price in the applicable.   
  • Attendee Credits.  A particular Package Price is for and based on the number of Registered Attendees anticipated to attend the Event(s) as specified in an applicable Confirmed Order, which number of Registered Attendees may be expressed as “Attendee Credits”.  One (1) Attendee Credit represents one (1) such Registered Attendee.

    The Package Price will not be reduced, and no credit or refund will be given to you, if the actual number of Registered Attendees for the specified Event(s) is less than the number of Attendee Credits for such Event(s).  No Attendee Credits, including any unused or unapplied Attendee Credits, will be used or applied toward any other Event (or any prices, fees, rent, or expenses for any other Event), unless otherwise specified in an applicable Confirmed Order or to the extent otherwise provided below in Section 8 (Force Majeure Event).
  • Per Additional Attendee Fee.  If the number of actual Registered Attendees for the specified Event(s) exceeds the total number of Attendee Credits specified in an applicable Confirmed Order, you will pay us the per additional attendee price or fee (the “Per Additional Attendee Fee”) specified in the applicable Confirmed Order for each actual Registered Attendee in excess of such total number of Attendee Credits.
  • Payment Processing Fee.  If you have elected to use our Payment Processing Services, you will pay us a transaction processing fee on the gross proceeds of each ticket, registration or other items purchased by Users that are processed through our Payment Processing Services.  Our payment processing fee will be 4.95% per transaction, unless otherwise specified in (i) the applicable Confirmed Order if you elect to use our Payment Processing Services via a Confirmed Order or (ii) as you agree if you elect through Expo Pass Platform to use our Payment Processing Services.  Our payment processing fee includes the third-party payment processor’s processing fee(s), unless otherwise specified in (i) the applicable Confirmed Order if you elect to use our Payment Processing Services via a Confirmed Order or (ii) on the Expo Pass Platform if you elect through Expo Pass Platform to use our Payment Processing Services.
  • Lead Retrieval Fees.  Our lead retrieval fee is the price or fee for our Lead Retrieval Services per each Exhibiting Company, and provides for lead retrieval information to be provided through the Expo Pass Platform to up to 5 individual users per Exhibiting Company.  You must elect to use our Payment Processing Services in order to elect our Lead Retrieval Services.

⮚ If Lead Retrieval Fee Included in Package Price.  If our lead retrieval fee is included in the Package Price, you will pay the Package Price as set forth in the applicable Confirmed Order or invoice.  To the extent our Package Price does not include our lead retrieval services provided with respect to particular Exhibitors, our lead retrieval fee for lead retrieval services for those Exhibitors will be as set forth below.

⮚ Lead Retrieval Fees.  Our lead retrieval fee will be $250 per Exhibiting Company, unless otherwise specified in the applicable Confirmed Order.  Lead retrieval fees will be paid to us by Exhibitors through the Expo Pass Platform, unless otherwise specified in the Confirmed Order.

⮚ “Marked-Up” Lead Retrieval Fees.  The Expo Pass Platform has a feature that permits organizers to charge Exhibitors a lead retrieval fee that is greater than our lead retrieval fee (the “Marked-Up Lead Retrieval Fee”).  If you elect to use this feature, our baseline lead retrieval fee will be $250 per Exhibiting Company, unless otherwise specified in an applicable Confirmed Order.  The Exhibitor will pay the amount of the Marked-Up Lead Retrieval Fee to us through the Expo Pass Platform.  When such payment is received by us: (i) our baseline lead retrieval fee will be paid to us and (ii) the difference between the Marked-Up Lead Retrieval Fee and our baseline lead retrieval fee will be paid to you through your merchant or connected account as soon as reasonably practicable.

⮚ Organizer’s Purchase of Codes or Licenses.  The Expo Pass Platform has a feature that enables organizers to purchase a single promotional code or individual licenses for a specified number of Exhibitors for an Event.  If you elect to use this feature, the price(s) or fee(s) will be as specified in the Expo Pass Platform or in the applicable Confirmed Order (as applicable), and will be payable by you to us through the Expo Pass Platform.

  • On-Site Services Fee.  If you elect for Expo Pass to provide On-Site Services, the price(s) or fee(s) for such services will be the on-site services price(s) or fee(s) specified in the applicable Confirmed Order (“On-Site Services Fee”).  The On-Site Service Fee includes travel, meals, and lodging expenses for the applicable On-Site Expo Pass Personnel, unless otherwise specified in the applicable Confirmed Order
  • Prices, Rent, Expenses for Equipment, Badge Shells, Other Goods and Other Services.  Prices, rent and other fees, charges, and expenses for or relating to rented Equipment will be as specified in an applicable Confirmed Order, and subject to our Equipment Rental Terms and Conditions.  Prices, fees, rates, charges, and expenses for badge shells or other Goods will be as specified in an applicable Confirmed Order, and subject to our Terms and Conditions for Badge Printing and Sale of Goods.  Prices, fees, rates, charges and expenses for any other services or products will be as specified in an applicable Confirmed Order.

(b) Timing of Payment of Prices, Fees and Expenses.

  • All prices, fees, charges, expenses, and other amounts payable by you hereunder will be due and payable to Expo Pass by the due date or dates set forth in the applicable invoice.  If an applicable invoice is silent regarding the due date, payment will be due within 30 days after the invoice’s date.  However, if the first day of the first Event to which an invoice applies occurs earlier than the payment due date under that invoice, payment under that invoice will be due at least 10 days before that Event.
  • Notwithstanding the foregoing, payments for prices, fees, charges, and expenses relating to payments made through the Expo Pass Platform (including payment processing fees and lead retrieval fees) will be paid to us at the time the underlying payment is made through the Expo Pass Platform.
  • All prices, rent fees, charges, expenses, and other amounts payable by you relating to (i) the rental of Equipment will be as set forth in the applicable Equipment Rental Agreement and (ii) the sale or purchase of Goods will be as set forth in the applicable Badge Printing and Sale of Goods Agreement, unless otherwise set forth in an applicable Confirmed Order or invoice.

6. Term and Termination.

(a) Term. The initial term of this Service Agreement commences as of the Effective Date and continues for a period of 1 year unless earlier terminated pursuant to Section 6(b) (the “Initial Term”).  THIS SERVICE AGREEMENT WILL AUTOMATICALLY RENEW FOR ADDITIONAL SUCCESSIVE 1-YEAR TERMS UNLESS (i) EITHER PARTY GIVES THE OTHER PARTY WRITTEN NOTICE OF NON-RENEWAL AT LEAST 60 DAYS PRIOR TO THE EXPIRATION OF THE THEN-CURRENT INITIAL TERM OR RENEWAL TERM OR (ii) EARLIER TERMINATED PURSUANT TO SECTION 6(b) (each, a “Renewal Term” and, collectively, together with the Initial Term, the “Term”). This Agreement and the Terms of Use may be incorporated into multiple Confirmed Orders.  For clarification purposes this Agreement will not renew a Confirmed Order, a Confirmed Order will contain its own renewal options and terms.    

(b) Termination.

(i) You may terminate this Service Agreement upon written notice to Expo Pass if Expo Pass materially breaches this Service Agreement, and Expo Pass does not cure such breach within 30 days after receipt of written notice of such breach.

(ii) You may terminate this Service Agreement for convenience upon 60 days’ written notice to Expo Pass for convenience; however, you must pay all amounts due and owing before the termination is effective.

(iii) Expo Pass may terminate this Service Agreement or the Services (or any portion thereof) upon written notice to you if (A) you breach or threaten to breach this Service Agreement or any Related Agreement, (B) you breach or violate or threaten to breach or violate our Terms of Use, (C) such termination is in accordance with our Terms of Use; or (D) you fail to pay any amount due under this Service Agreement (including any Related Agreement) by the due date of such amount.

(iv) Expo Pass may terminate this Service Agreement or the Services (or any portion thereof) under this Service Agreement for convenience upon 60 days’ written notice to you.

(v) Expo Pass may terminate this Service Agreement or the Services (or any portion thereof) upon written notice to you in connection with a Force Majeure Event pursuant to Section 8 below (Force Majeure Event).

(c) Suspension.  Without limiting Section 6(b) or our Terms of Use, we may suspend the Services (or any portion thereof), your access to the Services (or any portion thereof) or your account without notice, if: (i) it is reasonably needed to prevent unauthorized access of Services or violation of this Service Agreement (including any Related Agreement), our Terms of Use (or any agreement or policy referenced or incorporated therein), or the Privacy Policy; (ii) you do not pay any amount due under this Service Agreement (including any Related Agreement), when due; (iii) you breach or threaten to breach this Service Agreement (including any Related Agreement); or (iv) you or any Administrator, Host, Guest, or other User does not abide by this Service Agreement, any Related Agreement or our Terms of Use; or (iv) for any event or circumstance for which suspension or termination is permitted under our Terms of Use.

(d) Survival of Service Agreement for Events Scheduled for after Notice of Non-Renewal or Termination.  Notwithstanding anything in this Section 6 to the contrary, if, prior to a Party giving notice of non-renewal under Section 6(a) or tendering written notice of termination for convenience under Section 6(b)(ii) or Section 6(b)(iv) (as applicable), an Event has been scheduled under an applicable Confirmed Order to occur on or after the date on which this Service Agreement would terminate under such notice, then that Confirmed Order and this Service Agreement will survive until the completion of that Event.

(e) Effect of Termination.

  • Upon the termination or expiration of this Service Agreement: (i) all Confirmed Orders and this Service Agreement, and Expo Pass’s obligations and your rights thereunder, will automatically terminate; (ii) your access to and use of the Expo Pass Platform, your account, and your Administrators’, Exhibits’, Attendees’ and other Users’ access relating to your account will be terminated; and (iii) all payments owing from you to Expo Pass will become immediately due and payable.
  • Notwithstanding the foregoing, if Expo Pass terminates only specific portions of the Services pursuant to this Service Agreement (“Specific Terminated Services”): (i) the Confirmed Order or portion of the Confirmed Order (as applicable) specifically relating to such Specific Terminated Services will automatically terminate, (ii) Expo Pass’s obligations and your rights with respect to the Specific Terminated Services will automatically terminate, and (iii) all payment owing from your to Expo Pass for the Specific Terminated Services will become immediately due and payable.
  • Expo Pass will not be liable to you for any termination, expiration or suspension of any Confirmed Order (or any portion thereof), this Service Agreement (or any portion thereof), any Related Agreement, the Services (or any portion thereof), any Specific Terminated Services, or your account.

7. Registration Data.  You will own all Attendee registration data captured by Expo Pass, and you authorize Expo Pass to use all such data for the purposes of providing Services under this Service Agreement.

8. Force Majeure Event.

(a) Rescheduling a Cancelled Event.   If an Event is cancelled due to a Force Majeure Event, you may reschedule the cancelled Event by delivering us a written request to reschedule the cancelled Event before we deliver a Force Majeure Event Termination Notice to you.  The cancelled Event must be scheduled on a date or dates (as applicable) mutually agreed upon by you and us.  Prices, fees and expenses previously paid by you to us and previously unapplied Attendee Credits for or relating to the cancelled Event will be credited or applied to the rescheduled Event.  However, notwithstanding anything herein to the contrary, you will reimburse us for all expenses incurred by us in connection with, in anticipation of, or in preparation for the cancelled Event and the rescheduled Event in excess of such expenses previously paid by you to us.

(b) Equipment Rental.  Notwithstanding anything herein to the contrary, if you have rented Equipment under a Confirmed Order and a Force Majeure Event occurs the terms and conditions regarding Force Majeure of the Equipment Rental Agreement shall control.

(c) Badge Printing/Sale of Goods.  In general, badge shells we print for event organizers are event-specific, and we do not hold a significant inventory of materials for badge shell printing or of other Goods (including lanyards, sleeves or other accessories).  Accordingly, event organizers must pay full price for badge shells we have printed, or other Goods (including lanyards, sleeves or other accessories) we have ordered from our suppliers, for events cancelled due to a Force Majeure Event.

Notwithstanding anything to the contrary herein, if you have ordered badge shells or other Goods (including lanyards, sleeves or other goods) under a Confirmed Order and a Force Majeure Event occurs, then, subject at all times to the applicable Badge Printing and Sale of Goods Agreement:

  • If we have printed badge shells for an Event that has been cancelled due to a Force Majeure Event, you must pay full Price for such badge shells.  However, if we have not yet printed badge shells for the cancelled Event at the time we receive written notice from you of the Force Majeure Event, you will reimburse us for the expenses and costs (including materials) incurred by us in preparation for printing the badge shells for the cancelled Event.
  • If we have ordered other Goods (including lanyards, sleeves or other goods) from our suppliers for your cancelled Event, you must pay full Price for such Goods.  However, to the extent we have identified other Goods (including lanyards, sleeves or other goods) for your cancelled Event exclusively from our inventory, you will not be obligated to pay us the Price for such Goods.
  • We may allocate Goods and materials in any manner we determine to be fair and reasonable.

9. General.

(a) Modifications to Service Terms and Conditions and Service Agreement.

(i) In General. Our Service Terms and Conditions are subject to change by us without prior written notice at any time, in our sole discretion.  Any changes to the Service Terms and Conditions will be in effect as of the “Last Updated Date” referenced in our Service Terms and Conditions.  You should review our Service Terms and Conditions before entering into any Confirmed Order or purchasing any services or products from us.  Your continued use of the Website or App after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

(ii) If you enter into an Initial Confirmed Order.  However, if you enter into an Initial Confirmed Order, (A) our Service Terms and Conditions in effect as of the Last Updated Date on the Effective Date under that Initial Confirmed Order will apply to that Initial Confirmed Order and subsequent Confirmed Orders during the term of the corresponding Service Agreement and (B) such Service Agreement (including these Service Terms and Conditions) may not be Modified during its term except pursuant to Section 2 above (Modification to Confirmed Orders) or as otherwise agreed to in writing by both Parties.  Notwithstanding the foregoing, we may from time to time, without your consent, Modify our Terms of Use, our Equipment Rental Terms and Conditions, our Terms and Conditions for Badge Printing and Sale of Goods, our Privacy Policy, our Cookies Policy, our Copyright Policy, our Data Protection Addendum, our Mobile Application End User License Agreement, any Merchant Agreement, or other of our policies, agreements and documents, in accordance with their respective terms.

(iii) If a Service Agreement terminates, and you later enter into a Confirmed Order.  If a Service Agreement terminates for any reason, and you thereafter enter into a Confirmed Order, that Confirmed Order will be deemed to be a new Initial Confirmed Order, the Service Terms and Conditions effective as of the Last Update Date on the Effective Date under that new Initial Confirmed Order will apply to that new Initial Confirmed Order.

(b) Further Assurances.  You will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide Expo Pass the full benefits and rights described in this Service Agreement.

(c) Survival.  Sections 1, 2, 6(d), 6(e), 7, and 9 and all representations and warranties made herein by you will survive the termination or expiration of this Service Agreement for any reason.

(d) Counterparts.  A Confirmed Order or an amendment to a Confirmed Order or this Service Agreement may be executed in counterparts (including by e-mail, facsimile, PDF, DocuSign or other electronic copy), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

 

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