EVENTOPEDIA GENERAL TERMS & CONDITIONS

1.1 These customer terms and conditions of use (“terms”) (together with the documents

referred to in them) tell you the terms on which you may make use of our sales &

marketing platform (“the platform”) and associated services (“the services”), whether

as an individual property or as a hotel group. Use of the platform includes utilising

sales & marketing assets, accessing, browsing, registering to use the platform or

subscribing to the platform.

1.2 By using our platform and associated services, you confirm that you accept these

terms and that you agree to comply with them. We recommend that you print a

copy of these terms for future reference. If you do not agree to these terms of use,

you must not use the platform and/or any of our services.

In these terms, the following words and expressions have the following meanings:

2.1 “Actionable Insights” means the contact, enrichment data, and market data we

provide to you in connection with the Subscription Services;

2.2 “Agreement” means these Client Terms of Service and all materials referred to in here;

2.3 “Alpha/Beta Services” means potential new services that may be made available

for trial or usage during development and testing from time-to-time;

2.4 “Booking” means a request by a Client to a Supplier to supply goods or services

which is submitted and accepted via our platform;

2.5 “Client” means a person, company or firm who uses our platform in order to find

suppliers to supply goods or services in relation to a meeting, event or other

occasion;

2.6 “Client Usage Limit” means the maximum number of individual client visits

permissible under the Subscription Service, before additional tiered pricing or a PPC

model is applied;

2.7 “Contributions” means any User Content which is posted or uploaded to the

platform by clients or content made available by you to us for us to post or upload

on your behalf;

2.8 “Communication Services” means 3rd party forums, online communities, blogs,

personal web pages, calendars, team & external messaging systems, and/or other

social media facilities (such as Facebook, Twitter, Medium, and LinkedIn) integrated

with or provided within the Subscription Service that enable you to communicate

with the public or with a private group, and/or individual;

2.9 “Confidential Information” means all information provided by you or us

(“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated

as confidential. Confidential Information will include Subscriber Data and

information about the Discloser’s business plans, technical data, and the terms of

the Order. Confidential Information does not include any information that (i) is or

becomes generally known to the public without breach of any obligation owed to

the Discloser, or (ii) was known to the Receiver before receipt from the Discloser;

2.10 “Contact” means a single “user” customer, prospect, lead, or other individual

(other than a User) whose Information is provided to you as part of the Subscription

Service;

2.11 “Contact Information” means the name, email address, phone number,

online user name(s), telephone number, and similar information submitted by visitors

to your landing pages on the Subscription Service and/or from views of your video

site inspection content;

2.12 “Consulting Services” means the professional services provided to you by

us, which may include training services, installation, integration and/or other

consulting services;

2.13 “Conversion” means a click on a key interaction point on your microsites on

Eventopedia and/or VSI by a single visitor in a single session;

2.14 “Enrichment Data” means the data we make available to you as part of the

Subscription Services. Enrichment Data also includes information about Users,

such as social media handles, avatars, and alternate email address, that we obtain

from public or third-party sources;

2.15 “Event” means the meeting, event or other occasion to which a Booking

relates;

2.16 “Eventopedia” means Eventopedia UK Limited, of 4-5 Bonhill Street, London,

EC2A 4BX, United Kingdom. Herein after referred to as “Eventopedia” or “We”;

2.17 “Eventopedia Content” means all information, data, text, messages,

software, sound, music, photographs, graphics, images, videos and tags that we

incorporate into the Subscription Services or Consulting Service, including

Enrichment Data;

2.18 “Film” means the individual 15’ – 45’ seconds of content or room spaces that

comprise a VSI and will constitute no less than 5 films.

2.19 “Free Services” means the Subscription Service or other products or

features made available by us to you on an unpaid trial or free basis;

2.20 “Full-Service Marketing Products” means our Rehoboam and bespoke

Marketing Products;

2.21 “Global Branded Video Player” means a stand-alone branded video player

that support interactive content and is embeddable across platforms using an

iFrame;

2.22 “iFrame” and/or “iFrame Tag” means a short code that can be embedded

across all platforms to play video content;

2.23 “Interactive Content” means interactive, navigable and clickable video

content, requiring specialist annual hosting, maintenance and support services;

2.24 “Interest Charges” means the daily interest we may apply to “Subscription

Fees” if they become overdue. We charge interest at the ‘statutory interest’ rate,

which is 8% plus the Bank of England base rate for business to business

transactions;

2.25 “Job Number” means the reference number Eventopedia applies to a

confirmed video project, for example EPA0005;

2.26 “Maximum Clients” means the maximum number of individual client

Subscriber Visits permissible under the Subscription Service, before the next tariff

band is charged for consumption;

2.27 “Pay-Per-Conversion (PPC)” means the incremental fee applied to each

Conversion, over and above the Client Usage Limit permissible under the

Subscription Service, if additional tiered pricing is not purchased;

2.28 “Platform Up-dates” means new features and functionality that we develop

and publish on our platform from time-to-time, and/or deleted features and

functions;

2.29 “Pricing Page” means pricing as communicated by Eventopedia upon a

request for proposal;

2.30 “Registered User” means a “user” who has registered their details and

established an account with Eventopedia;

2.31 “Room Spaces” means a meeting room, events space, food & beverage

outlet, pre-function area, bedroom, suite, penthouse, or executive business lounge.

For meeting and events spaces, “room space” would be defined as a primary

function room with pre-function and/or one principal break out area;

2.32 “Sensitive Information” means any information defined under EU data

protection laws as ‘Sensitive Personal Data’

2.33 “Services” means the services we provide via our platform, including, the

publication and updating of the Directory, the facilitation of Reviews and the

provision of the Messaging Platform;

2.34 “Site Visit” (or “Visit”) means a physical (in-person) site visit to one or more

of your hotels by a client, and/or Eventopedia;

2.35 “Sprint” (or “Iteration”) means a time boxed development sprint of normally

between one week and one month, which we conduct at regular intervals in order to

make platform product improvements, address bug fixes, and/or to develop new

features;

2.36 “Subscriber” means [company name] [address]. Herein after referred to as

“[company name]” or “You”;

2.37 “Subscriber Data” means all information that you submit or collect via the

Subscription Service. Subscriber Data does not include Enrichment Data;

2.38 “Subscriber Group Lead Project Manager” means an individual employed

by You who is nominated as the group lead to manage bulk video production,

subscription projects, consultancy projects, and/or add-on service roll-outs.

2.39 “Subscriber Materials” means all materials that you provide or post, upload,

input or submit for public display through the Subscription Services;

2.40 “Subscriber Microsites” means the individual venue and meeting room

listings per Subscriber hotel listed on Eventopedia (www.eventopedia.com);

2.41 “Subscriber User” means your employees, representatives, consultants,

contractors or agents who are authorised to use the Subscription Service(s) for your

benefit and have unique user identifications and passwords for the Subscription

Service(s);

2.42 “Subscriber Visit” means interaction with your microsites on Eventopedia,

your website, and/or VSI by a single visitor in a single session;

2.43 “Subscribing” means the process of confirming to agree to one or more of

the Eventopedia ‘subscription services’ and may also be referred to as ‘to

subscribe’;

2.44 “Subscription Rates” refers to the subscription fees for the subscription

services as published on this website and/or specifically agreed between the

parties;

2.45 “Subscription Service” means a subscription to our full-service marketing

products, bespoke marketing products, video hosting services and/or consulting

services, which enables you to use additional features on our platform and

“Subscriber” and “Subscribe” will be interpreted accordingly, subject to agreed

client usage limits;

2.46 “Subscription Period” means the duration of a Subscription Service, being

either 12-months, 2 years or multiple years, depending on the period selected by

you when subscribing;

2.47 “Subscription Term” means a minimum 12-month Subscription Service;

2.48 “Subscription Renewal” Means the automatic renewal of your

subscription(s) at the end of the agreed “Subscription Period”;

2.49 “Subscription Fees” means the fees payable by a Subscriber for a

Subscription;

2.50 “Supplier” means a hotel and/or venue that hires out its facilities for

meetings, incentives, conferences, events, and/or exhibitions;

2.51 “Supplier Listings” means all information, text, images and other materials

which is posted or uploaded to our platform by a Supplier or by us on a Supplier’s

behalf in relation to that Supplier’s products and/or services;

2.52 “Total Charge” means the total amount (gross of VAT, where applicable) paid

by a Client in connection with a Booking.

2.53 “User” means a “contact” utilising the Eventopedia products and/or services,

and includes ‘Registered Users’;

2.54 “User Content” means any information, materials or other content that is

posted or uploaded to the site by users including, but not limited to, the content of

Reviews and/or Supplier Listings;

2.55 “Video Site Inspection (VSI)” means a video site inspection, herein after

referred to as “VSI”, is a completed video project utilising interactive content to

inform viewers of a range of services within individual Subscriber portfolio

properties.

2.56 “VSI iPad App” means a fully offline standalone iPad app for use by your

team during show rounds, at sales appointments, conferences & trade shows.

These terms of use refer to the following additional terms, which also apply to your use of

our platform:

3.1 PRIVACY. Our privacy policy which can be accessed at

www.eventopedia.com/privacy-policy/; and

3.2 COOKIES. Our cookies policy which can be accessed at

www.eventopedia.com/cookie-policy/.

ABOUT US AND HOW TO CONTACT US

4.1 PLATFORM. http://eventopedia.com/ is a platform operated by Eventopedia UK

Limited (“we” or “us”). We are a limited company registered in England and Wales

under company number 08970205 and have our registered office at Suite 135,

Devonshire House, 582 Honeypot Lane, Stanmore, Middlesex, HA7 1JS;

4.2 TRADING ADDRESS. Our main trading address is Tech Hub, Google Campus, 4-5

Bonhill Street, London, EC2A 4BX, United Kingdom;

4.3 VAT NUMBER. Our UK Registered VAT number is 193534588;

4.4 CONTACT US. You can contact us by emailing us at venues@eventopedia.com or

accountmanagement@eventopedia.com.

5.1 ACCESS. During the Subscription Term, we will provide you access to use the

Subscription Service as described in this Agreement and the applicable Order;

5.1.1 We may also provide you access to use our Free Services at any time by

activating them in your Eventopedia portal (if this option is made available by

us.);

5.1.2 We might provide some elements of the Subscription Service through third party

service providers.

5.2 ADDITIONAL FEATURES. You may subscribe to additional features of the

Subscription Service by placing an additional Order or activating the additional

features from within your Eventopedia portal (if this option is made available by us.);

5.2.1 This Agreement will apply to all additional Order(s) and all additional features that

you activate from within your Eventopedia portal.

5.3 AVAILABILITY. We try to make the Subscription Service available 24 hours a day, 7

days a week, except for planned down-time for maintenance.

5.4 CONSULTING SERVICES. You may purchase Consulting Services by placing an

Order with us;

5.4.1 Fees for these Consulting Services are in addition to your Subscription Fee and

are charged on a per consultant, per day and/or consultancy project basis;

5.4.2 If you purchase Consulting Services that recur, they will be considered part of

your subscription and will renew in accordance with your subscription;

5.4.3 All Consulting Services are performed remotely, unless you and we otherwise

agree;

5.4.4 For Consulting Services performed on-site, you will reimburse us our reasonable

costs for all expenses incurred in connection with the Consulting Services;

5.4.5 Any invoices or other requests for reimbursements will be due and payable within

thirty (30) calendar days of the date of the invoice;

5.4.6 If there are a specific number of hours included in the Consulting Services

purchased, those hours will expire as indicated in the applicable description,

which expiration period will commence upon purchase (the “Consulting

Expiration Period”);

5.4.7 If there are deliverables included in the Consulting Services purchased, it is

estimated that those deliverables will be completed within the time period

indicated as the delivery period in the applicable description, which delivery

period will commence upon purchase (the “Consulting Delivery Period”);

5.4.8 If there is no Consulting Expiration Period or Consulting Delivery Period

indicated, then it will be one hundred and eighty (180) days from purchase;

5.4.9 If the Consulting Services provided are not complete at the end of the Consulting

Delivery Period due to your failure to make the necessary resources available to

us or to perform your obligations, such Consulting Services will be deemed to be

complete at the end of the Consulting Delivery Period;

5.4.10 If the Consulting Services provided are not complete at the end of the Consulting

Delivery Period due to our failure to make the necessary resources available to

you or to perform our obligations, the Consulting Delivery Period will be extended

to allow us to complete such Consulting Services;

5.4.11 We might provide some or all elements of the Consulting Services through third

party service providers;

5.4.12 Consulting Services are non-cancellable and all fees for Consulting Services are

non-refundable.

5.5 SUBSCRIPTIONS.

5.5.1 Use by Suppliers of some Services will be subject to the Supplier Subscribing.

You can apply for a Subscription [on our site OR by contacting us];

5.5.2 We may, at our discretion, decline any applications for a Subscription and you

will not be deemed to have Subscribed until you have paid the Subscription Fees

and we have emailed you to confirm your Subscription;

5.5.3 Different Subscriptions packages may be available from time to time. Details of

the Subscriptions and the associated Subscription Fees are [as set out on our

platform OR available on request];

5.5.4 The Subscription Fees are payable in advance on the date you Subscribe. If you

fail to pay the Subscription Fees we may terminate your Subscription or suspend

your access to the platform and the Services;

5.5.5 You may cancel your Subscription on written notice to us if, for a period of 2

consecutive weeks or more, our platform is unavailable or its functions are

severely impaired other than as a result of problems not caused by us. If you

cancel under this clause 5.5.5, we will, as your sole remedy, pay you a pro rata

refund of the Subscription Fees you have paid;

5.5.6 Your Subscription will commence on the date you Subscribe and will continue for

the Subscription Period agreed between the parties, unless you or we terminate

your Subscription earlier in accordance with these terms. The minimum

Subscription Period is 12-months;

5.5.7 Your Subscription will automatically renew for the same Subscription Period at

the end of the current Subscription Period, unless you or we terminate your

Subscription earlier in accordance with these terms;

5.5.8 Your Subscription will renew at the Subscription Rates as published on this

website 30-days prior to your renewal date, unless otherwise agreed between the

parties;

5.5.9 In advance of Subscription Renewals, you may amend the Subscription Period or

Terminate the Subscription, upon providing a minimum of 30-day’s notice, and

3-months’ notice for VSI Subscription (see clause 19.6.1);

5.5.10 On termination or expiry of your Subscription your rights to access the Services

included in the Subscription will cease.

5.6 FEES AND PAYMENTS.

5.6.1 Subscription Fees. The Subscription Fee(s) will remain fixed during the

Subscription Period unless you:

5.6.1.1 exceed your agreed maximum clients limit, usage, data storage, messaging,

or other applicable limits (see clause 6.2 ‘Limits’);

5.6.1.2 upgrade products or base packages; or

5.6.1.3 subscribe to additional features or products, including additional video

production;

5.6.2 For our Marketing Products, once increased, your Subscription Fee will not

decrease, even if there is a subsequent reduction in the amount of subscriber

visits;

5.6.2.1 We will monitor or audit remotely the enrichment data as part of the

Subscription Service and the client usage and conversions received as part of

the Subscription Service;

5.6.2.2 If you subscribe to our Full-Service Marketing Products, actionable insights

are made available to you by our team and/or in your Eventopedia portal (if

this option is made available by us.);

5.6.2.3 For our products that have applicable usage and/or content limits, you will be

charged fees and/or PPC associated with all additional usage, and/or content

curation, data curation and/or digital curation.

5.6.3 Fee Adjustments in Next Subscription Term and/or Period. We determine the

Subscription Fee tiers for the next Subscription Period by reviewing the client

usage and conversions associated with your Eventopedia marketing assets;

5.6.3.1 We complete this review between sixty (60) and thirty (30) days prior to your

Subscription Term and thus the beginning of your next Subscription Term

and/or Period;

5.6.3.2 If the number of clients exceed your Client Usage Limit when we complete

this review, then your Subscription Fee will increase at the beginning of the

next Subscription Term and/or Period up to the tier price which corresponds

with the reviewed Client Usage Limit;

5.6.3.3 This review and upgrade process will continue for each Subscription Term

during the Subscription Period;

5.6.4 Fee Adjustments During a Subscription Term. For our Full-Service Marketing

Products, the Subscription Fee will increase and/or a PPC model will come into

operation during the course of a Subscription Period if you exceed your Client

Usage Limit in a Subscription Term;

5.6.4.1 In this case, the Subscription Fee will increase to the tier price which

corresponds with your client usage limit from the current Subscription Term,

or a PPC model will come into effect;

5.6.4.2 The Subscription Fee will increase during a Subscription Term up to the

corresponding base package and tier price (as per our published pricing) if

you exceed the client usage limit, data storage, messaging, or other

applicable limits, change products or subscribe to additional features for use

during the Subscription Period;

5.6.4.3 We may choose to decrease your fees upon written notice to you;

5.6.5 Payment by credit card. If you are paying by credit card, you authorise us to

charge your credit card or bank account for all fees payable during the

Subscription Term and/or Subscription Period. You further authorise us to use a

third party to process payments, and consent to the disclosure of your payment

information to such third party.

5.6.6 Payment against invoice. If you are paying by invoice, we will invoice you no

more than forty-five (45) days before the beginning of the Subscription Term and

each subsequent Subscription Term as per the agreed Subscription Period, and

other times during the Subscription Term when fees become payable. All

amounts invoiced are due and payable immediately upon receipt of the invoice,

unless otherwise specified in the Order Form.

5.6.7 Payment Information. You will keep your contact information, billing information

and credit card information (where applicable) up to date;

5.6.7.1 Changes may be made on your Subscriptions Page within your Eventopedia

portal (if this option is made available by us.);

5.6.7.2 All payment obligations are non-cancellable and all amounts paid are non-

refundable, except as specifically provided for in this Agreement;

5.6.7.3 All fees are due and payable in advance throughout the Subscription Period;

5.6.7.4 If you are an Eventopedia Agency Partner purchasing on behalf of a client,

you agree to be responsible for the Order Form and to guarantee payment of

all fees;

5.6.8 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable;

5.6.8.1 You agree to pay any taxes applicable to your use of the Subscription

Service(s) and performance of Consulting Services;

5.6.8.2 You shall have no liability for any taxes based upon our gross revenues or net

income;

5.6.8.3 If you are located in the European Union, all fees are exclusive of any VAT and

you represent that you are registered for VAT purposes in your member state;

5.6.8.4 At our request, you will provide us with the VAT registration number under

which you are registered in your member state;

5.6.8.5 If you are subject to Goods & Services Tax (GST), all fees are exclusive of

GST;

5.6.8.6 If you are required to deduct or withhold any tax, you must pay the amount

deducted or withheld as required by law and pay us an additional amount so

that we receive payment in full as if there were no deduction or withholding.

5.7 USE AND LIMITATIONS OF USE.

5.7.1 Prohibited and Unauthorized Use.

5.7.1.1 You will not:

5.7.1.1.1 use or launch any automated system, including, “robots,” “spiders,” or

“offline readers,” that sends more request messages to our servers in a given

period of time than a human can reasonably produce in the same period by

using a conventional browser;

5.7.1.1.2 use the Subscription Service in any manner that damages, disables,

overburdens, or impairs any of our websites or interferes with any other

party’s use of the Subscription Service;

5.7.1.1.3 attempt to gain unauthorised access to the Subscription Service;

5.7.1.1.4 access the Subscription Service other than through our interface; or

5.7.1.1.5 use the Subscription Service for any purpose or in any manner that is unlawful

or prohibited by this Agreement.

5.7.1.2 You may not use the Subscription Service if you are legally prohibited from

receiving or using the Subscription Service under the laws of the country in

which you are resident or from which you access or use the Subscription

Service;

5.7.1.3 You will notify us right away of any unauthorised use of your Subscriber

Users’ identifications and passwords or your account by emailing details of

the issue to venues@eventopedia.com.

5.7.2 No Sensitive Information. YOU AGREE NOT TO USE THE SUBSCRIPTION

SERVICE(S) TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION.

WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF

THE SUBSCRIPTION SERVICE(S) TO COLLECT OR MANAGE SENSITIVE

INFORMATION.

5.7.3 Use of Communication Services. You agree to use Communication Services

only in compliance with any terms of use specified by each Communication

Service;

5.7.3.1 We do not control the content, messages or information found in the

Communication Services;

5.7.3.2 We will not have any liability with regards to the Communication Services and

any actions resulting from your use of the Communication Services.

5.7.4 Third-Party Sites and Products. Third-Party Sites and Products are not under

our control;

5.7.4.1 Third-Party Sites and Products are provided to you only as a convenience,

and the availability of any Third-Party Site or Product does not mean we

endorse, support or warrant the Third-Party Site or Product;

5.8 SUBSCRIPTION PERIOD, TERMINATION, SUSPENSION

5.8.1 Period and Renewal. Your initial subscription period will be specified in your

Order, and your subscription will automatically renew for the shorter of the

subscription period, or 12-months;

5.8.1.1 To prevent automated renewal of the subscription, the required notice must

be provided within the timeframe as specified in clauses 5.5.5, 5.5.8 – 5.5.9;

5.8.1.2 If you add products during the Subscription Term(s) and/or Subscription

Period, the fees for these additional products will be billed at the point of sale

and they will renew along w

5.8.1.3 The renewal pricing set forth in your Order will apply, subject to adjustment as

specified in clause 5.6 ‘Fees and Payments’;

5.8.1.4 If renewal pricing is not included in your Order, then our standard pricing

available on our Pricing Page on the date of renewal will apply, unless

otherwise negotiated by you and us in advance of the Subscription Renewal;

5.8.1.5 If you use our Free Services, we will make the Free Services available to you

free of charge until earlier of:

5.8.1.5.1 the date on which your free subscription is terminated; or

5.8.1.5.2 the start date of your paid subscription.

5.8.1.6 See clause 6.2 ‘Limits’ for the applicability of product limits on renewal.

5.8.2 No Early Termination; No Refunds. The Subscription Period will end on the

expiration date and the subscription cannot be cancelled early;

5.8.3 We do not provide refunds if you decide to stop using the Eventopedia

subscription during your Subscription Period.

5.8.4 Termination for Cause. Either party may terminate this Agreement for cause, as

to any or all Subscription Services:

5.8.4.1 upon thirty (30) days’ notice to the other party of a material breach if such

breach remains uncured at the expiration of such period; or

5.8.4.2 immediately, if the other party becomes the subject of a petition in

bankruptcy or any other proceeding relating to insolvency, liquidation or

assignment for the benefit of creditors;

5.8.4.3 We may also terminate this Agreement for cause on thirty (30) days’ notice if

we determine that you are acting, or have acted, in a way that has or may

negatively reflect on or affect us, our prospects, or our customers;

5.8.4.4 This Agreement may not otherwise be terminated prior to the end of the

Subscription Period.

5.8.5 Suspension for Prohibited Acts. We may suspend any User’s access to any or

all Subscription Services for:

5.8.5.1 use of the Subscription Service in a way that violates applicable local, state,

federal, or foreign laws or regulations or the terms of this Agreement;

5.8.5.2 repeated instances of posting or uploading material that infringes or is alleged

to infringe on the copyright or trademark rights of any person or entity.

5.8.6 Suspension for Non-Payment. We will provide you with notice of non-payment

of any amount due;

5.8.6.1 Unless the full amount has been paid, we may suspend your access to any or

all of the Subscription Services ten (10) days after such notice;

5.8.6.2 We will not suspend the Subscription Services while you are disputing the

applicable charges reasonably and in good faith and are cooperating

diligently to resolve the dispute;

5.8.6.3 If a Subscription Service is suspended for non-payment, we may charge a re-

activation fee to reinstate the Subscription Service.

5.8.7 Suspension and Termination of Free Services. We may suspend, limit, or

terminate the Free Services for any reason at any time without notice;

5.8.7.1 We may terminate your subscription to the Free Services due to your

inactivity.

5.8.8 Effect of Termination or Expiration. If your paid subscription is terminated or

expires, we may choose to continue to make available to you our Free Services,

and you will continue to be subject to this Agreement for as long as you have

access to an Eventopedia portal;

5.8.8.1 Upon termination or expiration of this Agreement, you will stop all use of the

affected Subscription Service(s) and Eventopedia Content, and if we request,

you will provide us written confirmation that you have discontinued all use of

Enrichment Data (unless, of course, you have a source other than the

Subscription Service for such Enrichment Data.);

5.8.8.2 We may or may not provide you the opportunity to retrieve Subscriber Data

after termination or expiration, depending on the type of applicable

subscription as specified in the ‘Retrieval of Subscriber Data’ section below;

5.8.8.3 If you terminate this Agreement for cause, we will promptly refund any

prepaid but unused fees covering use of the Subscription Service after

termination;

5.8.8.4 If we terminate this Agreement for cause, you will promptly pay all unpaid fees

due through the end of the Subscription Period;

5.8.8.5 Fees are otherwise non-refundable.

ith your subscription, unless otherwise indicated

in your Order;

6.1 SUBSCRIPTION TYPES.

6.1.1 We offer three main types of subscriptions: (1) Full-Service Subscriptions, (2)

Limited Service Subscriptions, and (3) Free Subscriptions;

6.1.2 There are different terms that apply depending on the subscription you purchase,

and we cover those differences in this section. Unless otherwise agreed to in an

Order, the following subscription types apply to the products specified:

6.1.2.1 Full-Service Subscriptions. Our Rehoboam Subscription, and our Add-On

products;

6.1.2.2 Limited Service Subscriptions. Our Jeroboam Subscription, VSI

Subscription, VSI iPad App Subscription, and all other products for which you

pay us a Subscription Fee that we do not otherwise name in this

‘Subscription Types’ section;

6.1.2.3 Free Subscriptions. Free platform listings, free content marketing, and all

other products for which you do not pay us a Subscription Fee that we do not

otherwise name in this ‘Subscription Types’ section.

6.2 LIMITS.

6.2.1 The limits that apply to you will be specified in your Order Form, this Agreement

or on our Pricing Pages, and for our Free Subscriptions, these limits may also be

designated only from within the product itself. You must be 18 years of age (or

20 years of age, if you are subject to the laws of Japan) or older to use

the Subscription Service;

6.2.2 For our Full-Service Subscriptions, if we make modifications to the limits and/or

PPC rates set forth on the Pricing Page that would negatively impact you, these

modifications will not apply to you until the start of your next renewal 

Subscription Term. On renewal, the current product usage limits and PPC pricing

on our Pricing Page will apply to your subscription, unless you and we otherwise

agree;

6.2.3 For our Limited Service Subscriptions, we may change the limits and/or PPC

rates that apply to you at any time in our sole discretion;

6.2.4 For our Free Subscriptions, we may change the limits that apply to your use at

any time in our sole discretion without notice to you, regardless of whether or not

these are used in conjunction with other products or services for which you pay

us a fee.

6.3 DOWNGRADES.

6.3.1 For our Full-Service Subscriptions, you may not downgrade your subscription

and in order to avoid additional charges, you should purchase the appropriate

tier of Subscription Service for your anticipated needs;

6.3.2 For our Limited Service Subscriptions, you may downgrade your subscription at

the start of your next renewal Subscription Period, as specified in clause 5.6.3

‘Fee Adjustments in Next Subscription Term and/or Period’.

6.4 MODIFICATIONS.

6.4.1 We modify the Subscription Service from time to time, including platform

updates, in an effort to improve your experience;

6.4.2 For our Full-Service Subscriptions, we will not make changes to the Subscription

Service that materially reduce the functionality provided to you during the

Subscription Term;

6.4.3 For our Limited Service Subscriptions and Free Subscriptions, we may make

changes that materially reduce the functionality provided to you during the

Subscription Term;

6.4.4 For our Free Subscriptions, we may remove supplier listings at our sole

discretion.

6.5 NOTICE OF RENEWAL.

6.5.1 Your subscription will automatically renew according to clause 5.8.1 ‘Period and

Renewal’;

6.5.2 Unless otherwise specified in your Order, to prevent renewal of a Full-Service

Subscription, you or we must give written notice of non-renewal and this written

notice must be received no less than thirty (30) days in advance of the end of the

Subscription Period;

6.5.2.1 If you decide not to renew, you may send the notice of non-renewal by email

to accountmanagement@eventopedia.com;

6.5.3 Unless otherwise specified in your Order, to prevent renewal of a Limited Service

Subscription, you or we must give written notice of non-renewal and this written

notice must be received before the next renewal period begins;

6.5.3.1 If you decide not to renew, you may send the notice of non-renewal by email

to accountmanagement@eventopedia.com;

6.6 RETRIEVAL OF SUBSCRIBER DATA.

6.6.1 For our Full-Service Subscriptions, as long as you have paid all fees owed to us,

if you make a written request within thirty (30) days after termination or expiration

of your subscription, we will provide you with temporary access to the

Subscription Service to retrieve, or we will provide you with copies of, all

Subscriber Data then in our possession or control;

6.6.2 If we provide you with temporary access to the portal, we may charge a re-

activation fee;

6.6.3 We may withhold access to Subscriber Data until you pay any fees owed to us;

6.6.4 Thirty (30) days after termination or expiration of your Subscription, we will have

no obligation to maintain or provide you the Subscriber Data and may, unless

legally prohibited, delete all Subscriber Data in our systems or otherwise in our

control;

6.6.5 For our Limited Service and Free Subscriptions, we will not provide you with any

access to Subscriber Data after termination or expiration of your subscription.

7.1 STANDARD SERVICES.

7.1.1 We may make platform updates from time to time and may change the content at

any time. However, please note that we are under no obligation to update our platform and content may be out of date;

7.1.2 Platform up-dates may be by way of a Sprint to improve features, fix bugs,

and/or introduce new features and/or functions; and/or data uploads, style and layout changes, and/or content changes;

7.1.3 Authorised Subscriber Users may up-date Subscriber microsites and Subscriber

materials at any time during an active Subscription Period;

7.2 ALPHA/BETA SERVICES.

7.2.1 If we make alpha or beta access to some or all of the Subscription Service (the

“Alpha/Beta Services”) available to you:

7.2.1.1 The Alpha/Beta Services are provided “as is” and without warranty of any

kind;

7.2.1.2 We may suspend, limit, or terminate Alpha/Beta Services for any reason at

any time without notice; and

7.2.1.3 We will not be liable to you for damages of any kind related to your use of the

Alpha/Beta Services;

7.2.2 If we inform you of additional terms and conditions that apply to your use of the

Alpha/Beta Services, those will apply as well;

7.2.3 We might require your participation to be confidential, and we might also require you to provide feedback to us about your use of the Alpha/Beta Services;

7.2.4 You agree that we own all rights to use and incorporate your feedback into our

services and products, without payment or attribution to you.

8.1 Parts of our platform are made available free of charge but we restrict certain access to areas of our platform and the use of certain Services to registered users and/or Subscribers;

8.2 We do not guarantee that our platform, or any content on it, will always be available or be uninterrupted. Access to our platform is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our platform without notice. We will not be liable to you if for any reason our platform is unavailable at any time or for any period;

8.3 You are responsible for making all necessary arrangements for accessing our platform and for ensuring that all Subscriber Users who access our platform through your internet connection are aware of these terms and other applicable terms and conditions, and that they comply with them.

9.1 If you register to use or Subscribe to our platform, your login details and password

are confidential and must not be disclosed to any third party except to your employees, agents, officers, directors and other personnel, whose compliance with these terms you must ensure;

9.2 If you know or suspect that any other person knows your login details and passwords, you must promptly notify us at venues@eventopedia.com.

10.1 You may use our platform only for lawful purposes. You may not use our

platform:

10.1.1 in any way that breaches any applicable local, national or international law or

regulation;

10.1.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent

purpose or effect;

10.1.3 for the purpose of harming or attempting to harm any person;

10.1.4 to send, knowingly receive, upload, download, use or re-use any material which

does not comply with the content standards set out in these terms;

10.1.5 to transmit, or procure the sending of, any unsolicited or unauthorised advertising

or promotional material or any other form of similar solicitation (spam); or

10.1.6 to knowingly transmit any data, send or upload any material that contains viruses,

Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any 

other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

10.2 You agree not to:

10.2.1 reproduce, duplicate, copy or re-sell any part of our platform in breach of these

terms; or

10.2.2 access without authority, interfere with, damage or disrupt:

10.2.2.1 any part of our platform;

10.2.2.2 any equipment or network on which our platform is stored;

10.2.2.3 any software used in the provision of our platform; or

10.2.2.4 any equipment or network or software owned or used by any third party.

11.1 We are the owner or the licensee of all intellectual property rights in our

platform and the material on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved;

11.2 Intellectual property in film production is covered by clause 19.5 ‘Ownership

and Usage Rights’, specifically clause 19.5.3;

11.3 You must not use any part of the content on our platform for commercial

purposes (including, without limitation, for the purpose of offering services the same as or similar to our Services) without obtaining a licence to do so from our licensors or us.

12.1 If you use our platform or the Service as or on behalf of a Supplier, you

acknowledge and agree that:

12.1.1 we will have no liability to you for any breach by a Client of the terms of any

Booking;

12.1.2 we are not responsible for checking or verifying the identities or credit worthiness of any Client and you should make your own enquiries before accepting a Booking; and

12.1.3 we have no liability for the content of Reviews and will not be obliged to remove

any Review unless you can establish to our reasonable satisfaction that its content is unlawful;

12.2 For the avoidance of doubt, the Total Charge will be deemed to include:

12.2.1 any additional products or services booked by the Client in connection with the

Event which are not booked via our platform and you must notify us of any such changes to a Booking; and

12.2.2 if the Event is cancelled, any sums paid to you by the Client in connection with

cancellation;

12.3 You must pay all Subscription Fees and other sums payable to us in

connection with our Services in full and without deduction, withholding or set off;

12.4 If you fail to make any payment to us by the due date, we will be entitled to

charge interest on the overdue amount at the ‘statutory interest’ rate, which is 8% plus the Bank of England base rate for business to business transactions. Such interest will accrue from the due date until the date of actual payment, whether before or after judgment.

13.1 Nothing in these terms excludes or limits our liability for death or personal

injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law;

13.2 To the extent permitted by law, we exclude all conditions, warranties,

representations or other terms which may apply to our platform or any content on it or our Services, whether express or implied;

13.3 The views expressed by other users on our platform do not represent our

views or values and we are not responsible for the content or accuracy of the User Content.

13.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material 

due to your use of our platform or to your downloading of any content on it, or on any website linked to it.

13.5 We assume no responsibility for the content of websites linked on our

platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

13.6 Subject to clause 13.1,

13.6.1 we will not be liable to any user for any loss or damage, even if foreseeable,

arising under or in connection with:

13.6.1.1 use of, or inability to use, our platform or the Services; or

13.6.1.2 use of or reliance on any content displayed on our platform;

13.6.1.3 we will not be liable in connection with our platform or the Services to any

user for:

13.6.1.3.1 loss of profits, sales, business, or revenue;

13.6.1.3.2 business interruption;

13.6.1.3.3 loss of anticipated savings;

13.6.1.3.4 loss of business opportunity, goodwill or reputation; or

13.6.1.3.5 any indirect or consequential loss or damage

13.7 our maximum liability to each user for any loss or damage suffered or incurred

by that user in connection with our platform or the Services will be an amount equivalent to any fees paid by that user to us to use the platform or the Services.

13.8 The limitations on liability set out in this clause 13 will apply whether the

liability arises in contract, tort (including negligence), breach of statutory duty, or otherwise;

13.9 We collect user data across a range of interaction points connected with our

products and services, which includes contact information;

13.9.1 We have policies and procedures in place that comply with all UK and EU

legislation in connection with data processing and protection;

13.9.2 Our privacy policy sets out the data we collect, and how we may utilise this data.

14.1 Your Contributions must:

14.1.1 be accurate (where they state facts);

14.1.2 be genuinely held (where they state opinions); and

14.1.3 comply with applicable law in the UK and any other country from which they are

posted.

14.2 Your Contributions must not:

14.2.1 contain any material which is defamatory of any person;

14.2.2 contain any material which is obscene, offensive, hateful or inflammatory or likely

to harass, upset, embarrass, alarm or annoy any other person or invade any person’s privacy;

14.2.3 promote sexually explicit material, violence or any illegal activity;

14.2.4 promote discrimination on race, sex, religion, nationality, disability, sexual

orientation or age;

14.2.5 infringe any copyright, database right or trade mark of any person;

14.2.6 be likely to deceive any person;

14.2.7 breach any legal duty owed to a third party, such as a contractual duty or a duty

of confidence;

14.2.8 promote any illegal activity;

14.2.9 be used to impersonate any person or misrepresent your identity or affiliation

with any person;

14.2.10 give the impression that they emanate from us, if this is not the case; or

14.2.11 assist any unlawful act.

14.3 You warrant that you have the authorisation to manage Subscriber materials

on behalf of the Subscriber;

14.4 You warrant that you have the necessary authorisation of the Subscriber to

construct, up-date and/or remove Subscriber microsites;

14.4.1 This authorisation may be limited to one individual Subscriber property,

dependent upon the access rights granted to you;

14.5 If you are a third party acting on behalf of Subscriber or an individual

Subscriber property, you warrant that you are authorised to up-date and/or remove appropriate Subscriber materials and/or Subscriber listings;

14.6 You warrant that your Contributions will comply with the standards set out in

the terms and you will be liable to us and indemnify us for any breach of that warranty.

14.7 Your Contributions will be considered non-confidential. You will own the

rights in your Contributions but you grant us a perpetual, worldwide, non-exclusive, royalty free licence to use, distribute and reproduce your Contributions for all purposes in connection with our platform and our services. You also grant to other users of our platform a non-exclusive, royalty free licence to use your Contributions for their personal or internal business purposes or in connection with their use of the platform and/or our Services.

14.8 We may disclose your identity to any third party who is claiming that your Contributions constitute a violation of their intellectual property rights, or of their right to privacy.

15.1 We do not guarantee that our platform will be secure or free from bugs or

viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our platform. You should use your own virus protection software.

15.2 You must not misuse our platform by knowingly introducing viruses, trojans,

worms, logic bombs or other malicious or harmful material. You must not attempt to gain unauthorised access to our platform, the server on which our platform is stored or any server, computer or database connected to our platform. You must not attack our platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the UK Computer Misuse Act 1990.

16.1 You may link to our home page, provided you do so in a way that is fair and

legal and does not damage or take advantage of our reputation. We reserve the right to withdraw linking permission without notice.

16.2 You must not establish a link in such a way as to suggest any form of

association, approval or endorsement on our part where none exists. You must not establish a link to our platform in any website that is not owned by you. Our platform must not be framed on any other site, nor may you create a link to any part of our platform other than the home page. The website in which you are linking must comply in all respects with the content standards set out in these terms.

16.3 If you wish to make any use of content on our platform other than that set out

above, please contact us at info@eventopedia.com.

17.1 Where our platform contains links to other sites and resources provided by

third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

18.1 If you breach these terms we will be entitled to take such of the following

actions as we see fit:

18.1.1 disable your account if you are a registered user or Subscriber;

18.1.2 temporary or permanent withdrawal of your right to use our platform or the

Services;

18.1.3 issue a warning to you;

18.1.4 commence legal proceedings against you; and

18.1.5 disclose such information to law enforcement authorities as we consider

necessary;

18.2 If we terminate or suspend your use of our platform you must, at our option,

return or destroy any copies you have made of the materials on our platform.

19.1 GENERAL PRODUCTION.

19.1.1 Eventopedia will produce high quality Video Site Inspections (VSI’s) and/or brand

films that are suitable for use as marketing collateral across all platforms (web, tablet and mobile);

19.1.2 Eventopedia films, edits, produces, and delivers bespoke interactive VSI film as agreed in association with your job number, showcasing a selection of meeting space and/or catering outlets, and/or bedrooms and suites within a Subscriber branded hotel;

19.1.3 Where VSI filming requires exterior filming on private land or in public land, or

spaces where filming permission is required by statute, the client will ensure that filming permissions are sought and attained from the relevant land owner or management agent prior to the commencement of filming;

19.1.4 VSI’s will reflect the unique brand positioning of each Subscriber hotel being

filmed, and the production team will seek to adhere to all guidelines provided in advance of production;

19.2 INTERACTIVE CONTENT.

19.2.1 Each VSI is bespoke and a statement of work will be provided for each VSI along

with detailed Terms & SLA;

19.2.2 Eventopedia will provide global publishing via the hosting of the interactive VSI films in a format suitable for embedding on Subscriber digital assets and platforms;

19.2.2.1 For the avoidance of doubt, the publishing and hosting is included within your

VSI Subscription;

19.3 BRANDING.

19.3.1 We offer a global branded video player service at an additional cost, which will

be specified on your order form;

19.3.2 The cost of the global branded video player(s) will include wire framing, and

brand development work for embeddable branded, video players, email signature video promotion banners, and analytics dashboards;

19.4 LOGISTICS.
19.4.1 Once you have confirmed filming projects with us, we will issue a job number and agree a filming schedule with you in advance to manage cost efficiency and mitigate any potential additional expenses during the filming process;
19.4.2 Where appropriate, we may conduct a site visit, but this is not a necessity and

there is no commitment and/or obligation upon us to do so ahead of filming;
19.4.3 You will nominate a Subscriber group lead project manager to manage logistics

and the overall filming schedule between the subscribing hotels and Eventopedia;
19.4.4 It is understood that any delays and/or cancellations to the filming process

caused by Subscriber will be subject to charges for additional expenses incurred and/or for additional days that have to be organised to reshoot, including all out of pocket expenses;
19.4.5 Additional content requests, over and above what has been agreed and specified

in the order form, may be subject to additional charges;
19.4.6 Additional requests will only be accommodated where it will not adversely impact

on the filming schedule, and/or where additional charges have been formally agreed between you and us;
19.4.7 Subscriber agrees to cover the reasonable expenses of travel & subsistence and

accommodation for the film crew(s) during scheduled filming;
19.5 OWNERSHIP & USAGE RIGHTS.
19.5.1 The ownership & rights to the video footage and all photographic materials associated with this work shall – upon full & final payment – be assigned by us to the you;
19.5.2 We shall grant you an assignment of rights in perpetuity allowing unlimited use of

the filmed material, photography and graphics within any owned & branded marketing channels, as well as for commercial use across non-owned social media channels, as per the individual consumers’ choice;

19.5.3 For the avoidance of doubt, Eventopedia retains the copyright and ownership of intellectual property relating to the production and publishing software of Eventopedia interactive platform, personalised video, including trademarks;

19.5.4 We will provide you with interactive hosting of the video via an iFrame tag enabling the embed of the video within Subscriber web and digital assets, extending to permitted usage within any Subscriber owned and branded digital assets, subject to a live VSI Subscription and the conditions outlined under clauses 5.5.1, 5.5.4, 5.5.6 – 5.5.10, and 5.7;

19.5.5 You shall grant Eventopedia an exclusive global license to publish the content via

Eventopedia digital assets, platforms, and to utilise in Eventopedia promotional campaigns;

19.6 INTERACTIVE CONTENT CANCELLATION (VSI Subscription).

19.6.1 If any Subscriber hotel wishes to cease usage of interactive content, a cancellation notice for the VSI Subscription must be emailed to cancellations@eventopedia.com at least 3-months prior to the subscription period renewal;

19.6.1.1 Eventopedia will acknowledge receipt of the cancellation notification with 10-

working days;

19.6.2 Failure to notify Eventopedia of an intended interactive content cancellation, at

least 3-months prior to the VSI Subscription period renewal, will result in the interactive content license automatically renewing for 12-months, and fees will be due upon the renewal date; 19.6.3 Once a cancellation notification is accepted, you must remove the interactive

content from all web & digital assets on the date of annual renewal; 19.6.4 For the avoidance of doubt, and as per clause 19.5.2 and 19.5.5, you are free to

continue using all non-interactive (owned media) content without the need for consent from Eventopedia; 19.6.5 Eventopedia shall – at our sole discretion – retain a license to utilise Subscriber

interactive content in accordance with clause 19.5.5, unless Subscriber expressly requests such rights are rescinded for the public publication of content by reason of: 19.6.5.1 Change of hotel ownership; 19.6.5.2 Extensive refurbishment rendering content an inaccurate portrayal of the hotel

facilities; 19.6.6 Irrespective of clause 19.6.5 and unless otherwise agreed between the two parties, Eventopedia shall retain rights to privately demonstrate completed interactive content work to prospective clients. 19.7 LIABILITY.

19.7.1 We will, in good faith, seek full and perpetual licences and permission to

reproduce visual content, music, images, trademarks and other copyright material;

19.7.2 We will, in good faith, seek to ensure that none of our content creation

contravenes any copyright or other protected IP;

19.7.3 We will not be responsible for any copyright dispute resulting from promotional

activities made by third parties on behalf of the hotel(s);

19.7.4 We will adhere to the requirements of the Data Protection Act.

19.7.5 Subscriber will undertake to deliver prompt and timely feedback within 72 hours

to ensure the project remains on schedule.

19.8 CLIENT VSI SIGN-OFF.

19.8.1 Each subscribing hotel will assign a project manager who will take responsibility

for providing feedback and authorisation on final sign-off to the nominated Subscriber group lead project manager;

19.8.2 Eventopedia will provide opportunities for regular review and feedback by

Subscriber stakeholders during the filming and post production of the interactive video including the following formal stages:

19.8.3 The Subscriber group lead project manager will be responsible for final sign-off

of all VSIs;

20.1 These terms and their subject matter and formation, are governed by English

law.

20.2 You and we both agree to that the courts of England and Wales will have

exclusive jurisdiction in connection with any dispute arising in connection with the platform or our Services.