Terms and Conditions

These Terms and Conditions ("Terms") apply to the Exhibitor Products (as defined below) and are binding on BDMetrics, Inc. ("BDMetrics") and the company identified on the order form or the company set forth below ("Customer" or "You") and are herein incorporated by reference into the order form. Except for those certain terms set forth herein that expressly pertain to a specific Exhibitor Product (e.g., the Portal Video Product), these Terms apply generally to all Exhibitor Products. "Exhibitor Products" include the following products:

"Portal Display and Sponsor Media Products" includes interactive display advertising, keyword advertising and newsletter sponsorships;
"Portal Subscription and Lead Generation Products" includes products that help You filter and identify the best prospects in vertical communities; and
"Portal Video Product" includes the product-oriented Video News Stories (defined below), and production and editing services related to the creation of such Video News Stories, and the BDMetrics Video Player (defined below) that play such Video News Stories.

Definitions:

"BDMetrics Materials" means original content and creative produced by BDMetrics, including, without limitation, graphical creative, news anchor and news room footage, that is combined with Customer Contributed Content to create Video News Stories.

"BDMetrics Video Player" means the embeddable video player that is accessible on the Exhibitor Portal and that is licensed to You for your use solely on the Customer Site pursuant to the terms of this Agreement.

"Customer Contributed Content" means the video content that Customer will provide to BDMetrics free of charge to include in any Video News Stories.

"Customer Site" means the website(s), the URLs of which are hereby incorporated by reference herein, on which You are licensed to install the BDMetrics’ proprietary video player and display the Video News Stories pursuant to the terms of this Agreement.

"Exhibitor Portal" means the web-based graphical user interface provided by BDMetrics, which serves as the access point for users to utilize BDMetrics’ products, including adding exhibitor content, connecting with relevant people for the user’s professional and business objectives, finding people, products and services that support the user’s business strategy and managing active connections and reporting relating to these activities.

"Video News Stories" means the digital videos created, produced and edited by BDMetrics for You that will contain Customer Contributed Content and BDMetrics Materials.

License to Customer: "Portal Display and Sponsor Media", and "Portal Subscription and Lead Generation Products".

Subject to your payment of the license fees, BDMetrics hereby grants to You a limited, non-transferable (without the right to sublicense), non-exclusive license to use BDMetrics’ "Portal Display and Sponsor Media Products" and BDMetrics’s "Portal Subscription and Lead Generation Products" solely for your internal business purposes.

Portal Video Product Terms and License. If You are a user of the Portal Video Product, the terms stated in this Section solely apply to You and your use of the Portal Video Product:

(a) Portal Video Product-related License to BDMetrics. You hereby grant to BDMetrics a non-exclusive, royalty-free, worldwide license to use, publicly perform, publicly display, reproduce, distribute and modify the Customer Contributed Content during the Term in connection with the production, exhibition, performance, distribution or other exploitation of the Video News Stories, and to permit others to do the foregoing. You hereby acknowledge and agree that during the Term BDMetrics shall have the right to distribute the Video News Stories on (i) all websites owned or controlled by BDMetrics and (ii) websites owned or operated by third parties.

(b) Portal Video Product-related License to Customer. Subject to your payment of the license fees, BDMetrics hereby grants to You a limited, non-transferable (without the right to sublicense), non-exclusive license to (i) install and use the BDMetrics Video Player solely on the Customer Site and (ii) reproduce and publicly perform the Video News Stories solely through the BDMetrics Video Player only as accessed through the Customer Site. You shall not have the right to distribute the Video News Stories through any other means of distribution, including, without limitation, on any website other than the Customer Site.

(c) Customer Contributed Content. You acknowledge that You are responsible for the Customer Contributed Content that You submit or otherwise make available to BDMetrics, and that You, and not BDMetrics, have full responsibility for all Customer Contributed Content, including its legality, accuracy, appropriateness, and trademark and copyright ownership. Unless otherwise explicitly stated in the BDMetrics Privacy Policy, You agree that any Customer Contributed Content provided by You is provided on a non-proprietary and non-confidential basis. Please note that, generally, Customer Contributed Content will be accessible by users on third party, non-affiliated websites. Please be sure that any information contained in the Customer Contributed Content is information that You are comfortable with sharing with third parties.

(d) Services. Subject to your paying the fee set forth in an order form, BDMetrics agrees to use reasonable commercial efforts to perform the following services as part of the Portal Video Product: (i) create, develop and edit Video News Stories incorporating the Customer Contributed Content, including, without limitation, all ideas, themes, stories, characterizations, dialog, titles and other material, whether in writing or not and (ii) incorporate your suggestions and changes to the Video News Stories, as applicable, in accordance with your right of final acceptance (as specified below in the Acceptance section).

(e) Acceptance. BDMetrics agrees to deliver each Video News Story to You by the delivery date mutually agreed upon in writing by the parties. Upon receipt of each Video News Story, You shall have ten (10) business days ("Acceptance Period") to either accept such Video News Story or notify BDMetrics in writing of any changes You require BDMetrics to make to such Video News Story. In the event that You do not notify BDMetrics of any changes within the Acceptance Period, such Video News Story shall be deemed accepted. BDMetrics agrees to make such reasonable changes to the Video News Story You may reasonably request in writing prior to publication or display of the Video News Story. Rework is limited to two (2) iterations, and further changes will involve additional fees to be supplied to You in advance of performing any additional work.

Customer’s Representations and Warranties. Customer represents and warrants to BDMetrics that: (i) Customer has all rights necessary to grant any license provided herein and to enter into this Agreement; (ii) the Customer Contributed Content will not violate any intellectual property rights, rights of privacy, defamation or any other rights of any third person.

Indemnification. Customer will defend, indemnify and hold BDMetrics and its officers, directors, employees, licensees and consultants (“Indemnified Parties”) harmless from and against any and all claims or suits brought against the Indemnified Parties arising out of or related to the use of the Customer Contributed Content by the Indemnified Parties. Customer will pay all costs, damages or losses and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Parties, together with any award or settlement with respect to any such claims or suits.

Terms of Use and Privacy Policy: Your use of the BDMetrics’ Exhibitor Products is governed by BDMetrics’ terms of use, which can be accessed on BDMetrics’ website at the following URL: http://www.bdmetrics.com/exhibitorportal/TermsofUse.htm. BDMetrics’ collection, use and disclosure of your personally identifiable information is governed by BDMetrics’ privacy policy, which can be accessed at the following URL: http://www.bdmetrics.com/exhibitorportal/PrivacyPolicy.htm. The Terms of Use and Privacy Policy are hereby incorporated by reference.

Content. BDMetrics reserves the right at all times to edit, reject or discontinue any or all advertising matter at its sole discretion. In the event of rejection or discontinuance, the Advertiser shall be given a pro rata refund. C. Positioning of advertisements is at the sole discretion of BDMetrics. D. BDMetrics reserves the right to restrict or refuse advertising where (a) the advertising ordered by the Advertiser contains willfully false statements, willfully serves to mislead the public or, (b) BDMetrics has had complaints from readers and/or city, state, federal, or other regulatory agencies which indicate the Advertiser may be engaging in unethical business practices or (c) where such advertising is not consistent with policies, practices and/or other content of the publication.

Errors And Liability. A. BDMetrics is not liable in any way for any delays in delivery of the Advertising due to any act or condition that is beyond the control of BDMetrics. B. The Advertiser agrees that BDMetrics shall not be liable to correct any omission or error in any advertisement, nor will BDMetrics be required to give any special notice thereof of any type to anyone. C. In the event of any error in, or omission of, all or any part of an advertisement, BDMetrics’s liability shall be limited to a pro rata abatement of the charges payable for such advertisement during the service life of the Advertisement in which such error or omission occurs in the same proportion that such error or omission reduces the value of the entire advertisement. In no event shall BDMetrics’s liability to the Advertiser for all claims of any kind for loss or damage arising out of or resulting from any such error or omission exceed the total of such charges payable for the advertisement. In no event shall BDMetrics be liable for any loss of the Advertiser’s business, revenues or profits, the cost to the Advertiser of other forms of advertising, or special, consequential or penal damages of any nature. The foregoing provisions shall constitute BDMetrics’s sole liability to the Advertiser and the Advertiser’s exclusive remedy against BDMetrics in the event of such error or omission, and not otherwise.

Fees and Payment Terms:

Fees. The total fees for the Exhibitor Products are indicated on the order form or receipt, if applicable. Payment terms are specified on the applicable order form. If the order form does not include payment terms, all amounts shall be due within thirty (30) days of invoicing.

Applicability: Use of the Exhibitor Products may be limited to companies who are exhibiting at an associated event or who are members of a related association. Any company found to have purchased an Exhibitor Product that does not meet such applicability requirements may have the products terminated without refund.

Intellectual Property: You acknowledge and agree that as between You and BDMetrics, BDMetrics is the sole and exclusive owner of the Exhibitor Products, BDMetrics Materials, BDMetrics Video Player and any related software, and Video News Stories (except for any Customer Contributed Content therein), and any derivatives of the foregoing, and the BDMetrics trademarks and of all of the intellectual property rights embodied therein. BDMetrics acknowledges and agrees that as between You and BDMetrics, You are the sole and exclusive owner of the Customer Contributed Content.

Term and Termination:

(a) Term. These Terms shall become effective on the date You submit the first order to BDMetrics referencing this Agreement, and shall continue for one (1) year (“Initial Term”). Thereafter, upon the Customer’s request, BDMetrics will extend the term of this Agreement on an annual basis (each, a “Renewal Term”), provided that each Renewal Term shall be subject to terms of BDMetrics’ then-current Terms. The Initial Term and all Renewal Terms, if any shall collectively be referred to herein as the “Term.” Your access to and the availability of the Exhibitor Portal is solely determined by the community’s management and BDMetrics does not warrant to You any up-time or minimum term of availability of the Exhibitor Portal.

(b) Termination. This Agreement may be terminated by any party upon the material breach of the obligations by one of the other Parties upon thirty (30) days prior written notice unless the breach is cured within such period. Upon termination or expiration, all licenses granted hereunder shall terminate immediately. The definitions and the rights, duties and obligations of the parties that by their nature continue and survive shall survive any expiration or termination of this Agreement.

(c) Effect of Expiration or Termination. Upon the expiration or termination of these Terms, (i) the rights and licenses granted by one party to the other party pursuant to this Agreement shall automatically and immediately terminate; provided, however, that the expiration of this Agreement shall not require BDMetrics to delete or remove any Video News Stories that were distributed by BDMetrics and/or posted to third party sites prior to the effective date of expiration or termination and (ii) BDMetrics shall promptly return the Customer Contributed Content (except as incorporated into any Video News Stories), and any copies thereof, to You. For the avoidance of doubt, upon the expiration or termination of this Agreement, neither party shall have the right to use, publicly perform or publicly display any Video News Stories.

Disclaimer: BDMETRICS PROVIDES THE EXHIBITOR PRODUCTS, BDMETRICS MATERIALS AND EXHIBITOR PORTAL TO YOU ON AN “AS IS” AND “WHERE IS” BASIS. BDMETRICS DOES NOT WARRANT THAT THE EXHIBITOR PRODUCTS, BDMETRICS MATERIALS AND EXHIBITOR PORTAL WILL BE ERROR-FREE OR UNINTERRUPTED. BDMETRICS MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE ACCURACY OR PERFORMANCE OF THE EXHIBITOR PRODUCTS, BDMETRICS MATERIALS AND EXHIBITOR PORTAL, AND BDMETRICS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND MERCHANTABILITY.

Waiver of Consequential Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THESE TERMS, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Liability Cap: UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO BDMETRICS HEREUNDER IN THE LAST TWELVE (12) MONTHS. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THESE TERMS OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Governing Law: These Terms are governed in all respects by the laws of the United States of America and the State of Maryland as such laws are applied to agreements entered into and to be performed entirely within Maryland between Maryland residents. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

General: BDMetrics’ relationship with You is that of an independent contractor, and nothing in these Terms are intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. You may not assign these Terms without the prior written consent of BDMetrics. If any provision of these Terms shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of these Terms shall not be affected thereby. All notices permitted or required under these Terms shall be in writing and shall be delivered by personal delivery, telegram, telex, telecopier, facsimile transmission, or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission, and addressed to the party to whom notice is given to at the address provided above (or such other address as one party may specify to the others in writing). The failure or delay of any of any of the parties to enforce any right, power or remedy under these Terms shall not constitute a waiver of such right, power or remedy. These Terms, together with the order form and any documents incorporated herein by reference, completely and exclusively state the agreement of the parties regarding the subject matter hereof, and supersedes all prior and contemporaneous proposals, representations, agreements, or other communications between the parties, oral or written, regarding such subject matter. These Terms shall not be modified except by a subsequently dated written amendment signed on behalf of BDMetrics and You by their duly authorized representatives. The terms and conditions of these Terms shall apply to all orders and supersede any different or additional terms on purchase orders from the Customer.