This Client Agreement (“Client Agreement”) governs your use of the services or products of Informa TechTarget (collectively, “we”, “our”, “us” and the “Company”) set forth in your order form and/or statement of work incorporating these terms (“Order Form”) for the term identified on the Order Form (including any extension period) (“Term”). “You,” “your,” and “Client” means the Client identified on the Order Form. Among other things, the Order Form identifies the services or products, charges, and details of your purchase (“Services”). Company and Client are together referred to herein as the “Parties,” and individually as a “Party.”
1. Scope and Interpretation
The Order Form and this Client Agreement may include, refer to, and incorporate by reference schedules, riders, service requirements, policies, and/or documents which apply to the Services (collectively, “Service Terms”). This Client Agreement, the Order Form, and the Service Terms, as applicable, are referred to as the “Agreement.” In the event of any conflict among these documents, the Parties agree that the following order of precedence shall govern: Order Form, Service Terms, and this Client Agreement.
2. Payment and Billing
You agree to pay all charges specified in an Order Form, along with any pre-approved travel, accommodation, and related expenses incurred, if any, while providing the Service (the “Fees”). If you request additional Services that are not specified in an Order Form, these Services will be charged at our then-current time and materials rate. Unless otherwise specified in an Order Form: (a) you must pay the Fees in advance within thirty (30) calendar days of the date of invoice, and (b) Fees are exclusive of applicable taxes, duties or equivalent charges. You agree to pay all applicable taxes, unless you provide us with a valid tax-exempt certificate, and to remit payments to our designated billing entity. We reserve the right to impose interest on all or any portion of Fees due that are not paid when due at a rate equal to the lesser of one percent (1.0%) per month, or the highest rate permitted under applicable law. If you fail to make payment, we reserve the right, in our discretion, to suspend performance under the Agreement or terminate the Agreement. If you are late paying an invoice, you will be responsible for reasonable collection costs incurred by us. Acceptance of partial payment or payment of less than the full amount of Fees due shall not constitute a waiver or release of our rights to any unpaid Fees.
3. Intellectual Property
3.1 Ownership Rights. Unless otherwise provided in the Agreement, each Party retains all right, title, and interest in and to its software, platforms, copyrights, service marks, trademarks, patents, and other intellectual property (including, tools, processes, methodologies, or materials developed by either Party prior to, and without the use of, the other Party’s proprietary information). Nothing shall be construed as granting, by implication, estoppel, or otherwise, any license or other right in or to any intellectual property of either Party other than as specifically granted in the Agreement. All rights not expressly granted to you are reserved by us and our licensors. You will own any bespoke content, reports, or deliverables specifically created by us for you as specified on the order the Order Form (“Deliverable(s)“) upon completion and delivery, provided that all Fees associated with the creation of such Deliverables have been paid in full. We retain ownership of: (a) any pre-existing materials incorporated into the Deliverables (“Pre-existing Materials”) and (b) all proprietary tools, templates, methodologies, or software used to create the Deliverables. You are hereby granted a license to use these Pre-existing Materials solely as part of the Deliverables and for the purposes outlined in the Agreement.
3.2 License to Company Platforms and Licensed Materials. To the extent that you purchase a subscription to services involving access to or use of a technology platform provided or made available online, through a web portal, or through an application programming interface (“Platforms”) and/or services that may include research and advisory materials, intent analytics, audience information or buyer insights (“Licensed Materials”), we hereby grant you a non-exclusive, non-transferable right to access and use the Platforms and Licensed Materials, for your internal business-to-business (“B2B”) marketing and sales use and for any permitted purposes specified on the Order Form (“Permitted Purposes”) during the Term. Platforms and Licensed Materials do not include third party applications utilized in connection with the Services. You will not make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish or otherwise circulate the Licensed Materials, or any portion thereof, without our prior written consent. Access to the Platforms and Licensed Materials is only granted to your employees entitled to access the Platforms and Licensed Materials (“Authorized User(s)”). You agree to comply with all laws and regulations applicable to your access to and use of the Platforms and Licensed Materials. We may monitor your access and use of the Platforms and Licensed Materials to ensure compliance with this Agreement. You will not acquire any ownership or intellectual property rights in the Platform or the Licensed Materials, other than the limited use right provided herein.
3.3 License to Client Content. Unless otherwise agreed by the Parties in writing, all content you provide to, or share with, us for use in connection with performing the Services (including, without limitation, your name, profile, descriptions of products and/or services, logos, copy, text, photographs, audio, video, artwork and/or content session data) (“Client Content”) shall be owned by you. You grant us a non-exclusive, non-transferable license to use the Client Content in a form, media, or technology now known or later developed as necessary to provide the Services and as further described in an Order Form. You agree to pay third-party license fees, if any, in connection with the use of any Client Content. We agree to comply with all laws and regulations applicable to our use of the Client Content in connection with the Services. Except as otherwise permitted herein, this license automatically terminates when Client Content is removed from our websites or Platforms.
4. Representations and Warranties
4.1 Each Party hereby represents and warrants to the other Party that: (a) it has the authority to enter into and perform its obligations under this Agreement without the consent of a third party or breach of any contract or agreement with any third party, (b) all persons performing any obligations hereunder have entered into all necessary agreements in order for them to comply with the terms and conditions of this Agreement, and (c) to its knowledge, there is nothing that would prevent it from fulfilling its obligations hereunder or complying with the provisions herein.
4.2 We represent and warrant that the Services will be provided with reasonable care and skill and by means of appropriately qualified and skilled personnel in a professional and workmanlike manner and during the term set forth on the Order Form, the Services when used in accordance with the Agreement, will operate in substantial conformity with the descriptions set forth in the applicable Order Form, and that the Licensed Materials have been collected in compliance with applicable law.
4.3 You represent and warrant that Client Content and its distribution, publication, or use in connection with the Services does not infringe or misappropriate any third party’s rights or violate applicable law and you will use the Services for the Permitted Purposes. You further represent and warrant that Client Content is: (a) accurate and complete, (b) not defamatory, obscene, threatening, offensive, abusive, or fraudulent, and (c) free from viruses, malware, or other harmful elements.
5. Use and Operability of Services
5.1 Use of our Services is subject to certain policies and documentation, including our Acceptable Use Policy and Content Use and Attribution Policy (“Documentation”). If you license access to our Platforms, you are entitled to receive reasonable maintenance and support in accordance with our Portal Maintenance and Support Policy. Notwithstanding the foregoing, you agree that the Services are neither contingent upon the delivery of any future functionality or features nor are they dependent upon any comments or statements (formal or informal, written or oral) made by us or our representatives regarding future functionality or features.
5.2 The Parties commit to collaborating in good faith to fulfill their obligations under the Agreement, including your responsibility to provide timely communication, feedback, information, and materials (including Client Content) within agreed-upon timeframes.
5.3 We do not regularly review, and assume no liability for, Client Content and we may reject or unpublish Client Content if we believe it infringes upon or violates the intellectual property rights of any third party or conflicts with our policies, procedures, and Service requirements.
5.4 Third Party Applications and Content. Our Platforms or Services may integrate with certain third party applications and tools or provide access to certain third party content. We may provide limited integration support, however, we are not responsible for and Third Party Applications or for any third-party content (“Third Party Services”). The Third Party Services may link to, transmit, or otherwise access third parties’ websites, platforms, content, products, data, services, and information. We disclaim responsibility for any issues, claims, or liabilities arising from your use of Third-Party Services or any third-party websites, platforms, content, products, data, services, and information. The Third-Party Services are provided on an “as-is” basis and we make no representations or warranties regarding their integration or the content they provide. Your use of the Third-Party Services is subject to the following conditions: (a) compliance with applicable laws, (b) prohibition on transferring, distributing, or selling the Third-Party Services, (c) use for internal business purposes only and, where applicable, (d) proper attribution of the information to its respective provider. We reserve the right to modify, add, or remove any Third Party Services now, or in the future may be, provided that the Platform or Service substantially conforms to the description provided on the Order Form.
5.5 Value-Added Services. We may make certain services, tools, widgets, features, add-ons, or plug-ins available to you free of charge, as a value-add, in beta form, on a trial basis, as a pilot program, or as a new integration (collectively, “Value-Added Services”). Value-Added Services: (a) are made available on an “as-is” basis without warranty, express or implied, commitment to availability, service/support levels, security or accuracy, or other obligation of any kind; (b) may not include or allow access to all features and functionality; (c) are subject to termination or suspension by us at any time without penalty, and (d) may be subject to and conditioned upon your acceptance of additional terms and conditions. Value-Added Services may be inoperable, incomplete, or include unreleased features, and all related features and performance information are our Confidential Information. We assume no liability for any harm or damage arising out of, or in connection with, the Value-Added Services. If you enable the use of Value-Added Services, you grant us a worldwide, perpetual, irrevocable, and fully paid license to use, display, publish, sell, or license the information obtained through the use the Value-Added Services, provided that this information is aggregated with data gathered from other clients.
5.6 We may use artificial intelligence, machine learning, or similar technologies (collectively, “AI”) in performing the Services. We may also introduce new features and capabilities from time to time as part of the Services that include AI (the “AI Features”). You may provide information, including Client Content (“Input”) and receive output generated by the AI Features (“Output”, and together with Input, the “AI Content”). You are responsible for ensuring that use of the AI Content complies with applicable law, our Documentation, and the Permitted Purposes. You acknowledge that the AI Features are not intended to, and will not be used for, any High-Impact Use, as that term is commonly used, including for the purpose of making automated predictions, recommendations, decisions, or other outputs that could or actually have a legal or similarly significant consequential effect. You acknowledge that Output may not be unique or accurate and should not be relied upon or used as a substitute for independent judgment or professional advice. Output should be reviewed for accuracy and appropriateness.
5.7 To the extent that the Services involve receipt or access to information by either Party relating to any individual or household, who can be identified, directly or indirectly, from that information, whether in isolation or in combination with any other available information or to the extent the information is considered personal information under applicable law, the Parties agree that the Data Processing Addendum, as may be updated from time-to-time, is herein incorporated by reference.
6. Term and Termination
6.1 Term. The Agreement commences on the date you execute an Order Form and will continue in full force and effect during the Term of any Service specified on the Order Form.
6.2 Termination. Either Party may terminate this Agreement if: (a) the other Party commits a material breach of this Agreement (including failing to pay Fees when due) and such breach is not cured within thirty (30) calendar days of receipt of written notice from the nonbreaching Party; or (b) the other Party becomes insolvent, bankrupt, is liquidated or dissolved, or ceases substantially all of its business operations. The Parties may also terminate the Agreement at any time upon mutual agreement in writing. All provisions of this Agreement that are by their nature intended to survive expiration or termination of the Agreement will survive such expiration or termination.
6.2 Effect of Termination. Upon termination of the Agreement: (a) all licenses granted by us under this Agreement shall immediately cease, (b) all outstanding Fees owed by you shall become immediately due and payable to us, (c) unless otherwise agreed by the Parties in writing on the Order Form, you shall cease using any Licensed Materials, (d) you must cease accessing our using our Services, and (e) unless you have obtained ownership of the Deliverables under this Agreement and have fulfilled all payment obligations, you shall return or destroy all Deliverables.
7. Confidentiality
7.1 “Confidential Information” means any and all information and know-how of a proprietary, private, secret or confidential nature, or that a reasonable person would deem to be confidential in nature, in whatever form, whether or not marked or indicated as being confidential in nature, that relates to the business, financial condition, technology and/or products of the disclosing party, clients/potential clients, suppliers/potential suppliers, or which may otherwise be competitively sensitive in nature, provided or disclosed to the receiving Party by the disclosing Party, or any one of its affiliate’s on its behalf, or which otherwise becomes known to the receiving Party. Confidential Information includes financial, business, technical, source code, object code, trade secrets, third party relationships, research, development, personal information, security information, and any other data, documentation, or information related thereto, and improvements thereof, Licensed Material, and the Agreement.
7.2 The Parties agree to use reasonable efforts to keep confidential the Confidential Information shared in connection with this Agreement. The obligations as to confidentiality in this Agreement will not apply to information which: (a) is available to the public or becomes available to the public through no fault of either party; (b) is, when it is supplied, already known to the recipient Party without restriction; (c) is independently obtained or developed by the recipient Part without reference to the Confidential Information of the disclosing Party; or (d) is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure (but only to the extent of such requirement of disclosure and provided the recipient Party provide prompt notice of the required disclosure to the disclosing Party, to the extent permitted by Applicable Law). We may disclose Confidential Information to our third-party suppliers (x) if necessary to perform the Services, (y) for purposes related to an Order Form, and (z) subject to confidentiality provisions no less stringent than those contained herein.
8. Indemnification
8.1 We agree to indemnify and hold harmless, you, your affiliates, and your and their respective directors, officers, employees, and representatives from and against any damages, loss, costs, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) arising from any third party claim alleging: (a) that the Services, when used in accordance with the Agreement, infringe or misappropriate the intellectual property rights of any third party and (b) that our use of Client Content is in breach of this Agreement. If the Services are deemed to infringe on the intellectual property rights of a third party and their use by you is enjoined by a court of competent jurisdiction, or if we reasonably believe that the Services are or may become the subject of an infringement claim, we will, at our own expense and at our option, either: (1) procure for you the right to continue use of the Services; (2) modify the Services so they become non-infringing (while retaining substantially equivalent functionality); or, if (1) or (2) are not commercially reasonable, then (3) terminate access to the Services and refund the Fees paid for the infringing module prorated on a straight-line basis over the duration of the applicable Term. Notwithstanding the foregoing, we will have no obligation under this Section 8 or otherwise with respect to any Losses based upon your use of the Services other than as contemplated or permitted by this Agreement or in combination with, or as otherwise modified by, other products or services not provided by us.
8.2 You agree to indemnify and hold harmless, us, our affiliates, and our and their respective directors, officers, employees, and representatives from and against any Losses arising from any third party claims alleging: (a) that the Client Content and information published, transmitted, or otherwise made available through, in connection with, or for use as part of the Services infringes or misappropriates the intellectual property rights of any third party and (b) that your use of the Service, or by any third party to whom you have granted access, is in breach of this Agreement.
8.3 A Party seeking to enforce an indemnification obligation hereunder shall: (a) promptly notify the indemnifying Party of the claim; (b) provide the indemnifying Party with sole authority to defend or settle the (except that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified Party of all liability); (c) reasonably cooperate with the indemnifying Party in the management, defense and settlement of such claim, at the indemnifying Party’s request; and (d) use commercially reasonable efforts to mitigate Losses incurred in connection with the claim. The indemnifying Party’s settlement of a claim shall not be reflective of or interpreted as an admission of guilt by the Party seeking to enforce an indemnity. This Section 8 provides the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any claim or proceeding subject to indemnification hereunder.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW and EXCEPT FOR INSTANCES OF A PARTY’S FRAUD, MISREPRESENTATION, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, IN NO EVENT WILL EITHER PARTY: (A) BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED, SPECIAL, MORAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, REVENUE, BUSINESS, VALUE, GOODWILL, ANTICIPATED SAVINGS, OR COST OF COVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT, TORT, OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) THE PARTIES’ MAXIMUM AGGREGATE LIABILITY TO ONE ANOTHER ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES OWED BY YOU DURING THE 12-MONTH PERIOD BEFORE THE DATE OF THE EVENT GIVING RISE TO LIABILITY AROSE.
10. Disclaimer of Warranties
EXCEPT AS OTHERWISE STATED HEREIN, THE SERVICES, LICENSED MATERIALS, AND DELIVERABLES PROVIDED OR MADE AVAILABLE BY US ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, AND NEITHER PARTY MAKES AND ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OF ANY KIND AND BOTH PARTIES DISCLAIM, WITHOUT LIMITATION, ALL WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE AND OUR LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEM OR DATA OR (B) THE SERVICES, CONTENT, OR INFORMATION OBTAINED OR ACCESSED THROUGH OR BY WAY OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, WE DO NOT REPRESENT OR WARRANT THAT THE LICENSED MATERIALS OR AI OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR FIT FOR A PARTICULAR PURPOSE. WE ARE NOT RESPONSIBLE FOR YOUR USE OF THE INFORMATION PROVIDED OR MADE AVAILABLE IN CONNECTION WITH OR VIA OUR SERVICES, INCLUDING, LICENSED Material, AND WE HEREBY DISCLAIM ALL LIABILITY ARISING FROM RELIANCE ON the SERVICES, INCLUDING ANY TRADING, INVESTMENT, COMMERCIAL, OR OTHER DECISIONS MADE IN CONNECTION WITH OR ON THE BASIS OF YOUR USE OF THE SERVICES.
11. Miscellaneous
11.1 The Agreement, including Schedules 1 through 3 attached hereto and incorporated herein, sets forth the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any Party unless agreed to and signed in writing by both Parties. Except as set out in the Agreement, no change or variation of this Agreement or any individual Order Form shall be effective unless such variation is agreed in writing by both Parties. In the event you issue a purchase order, order confirmation, or any other documentation that includes additional terms and conditions or policies including terms and conditions and polices that conflict with or deviate from the terms of this Agreement, the terms of this Agreement shall exclusively govern and control. Any such additional, conflicting, or deviating terms and conditions and policies, regardless of their nature or origin, shall be deemed null, void, and without effect. Hyperlinks (or any successor or replacement URLs) that are provided in this Agreement are for your convenience only. We may provide local language translations of the Agreement, however, any such translations are provided for informational purposes only. In the event of inconsistency between this Agreement and any translations, the English language version shall prevail.
11.2 The Parties and their respective subsidiaries, affiliates, and their authorized representatives, will comply with all applicable: (a) export and import laws, restrictions, regulations of any U.S. or foreign agency or authority and (b) anti-bribery or anti-corruption laws.
11.3 The Parties will not be liable to one another for delays or failures to perform any obligations hereunder (except for a failure to pay Fees and expenses) due to circumstances beyond a Party’s reasonable control, including but not limited to acts of God, fire, labor difficulties, terrorism, pandemic, failure of third-party networks or the public internet, power outages, governmental action, or compliance with any order or request of any government (“Force Majeure Event”). Each Party will use reasonable efforts to mitigate the effect of a Force Majeure Event.
11.4 The Parties are independent contractors. No agency, partnership, franchise, joint venture, or employment relationship is intended or created by the Agreement. Neither Party has the power or authority to represent, bind, or create or assume any obligation, or make any warranties or representations, on behalf of the other Party.
11.5 The Agreement and all disputes arising out of or related to the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Any action, suit, or proceeding arising out of any claim under the Agreement shall be brought exclusively in the federal or state courts located in the Commonwealth of Massachusetts. Notices in connection with this Agreement should be sent to TechTarget, Inc. d/b/a Informa TechTarget at 275 Grove Street, Newton, Massachusetts 02466, USA, Attn: Legal Department.
11.6 Neither Party may assign the Agreement without the prior consent of the other Party, except that either Party may assign the Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any assignment in violation of this provision will be deemed void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. We may, at our discretion, engage any of our subsidiaries, affiliates, or other related entities to perform or assist in the provision of the Services under the Agreement. Notwithstanding the forgoing, we remain fully responsible for the performance of the Services and for ensuring that any such entity complies with the terms and conditions of this Agreement.
11.7 The Parties agree that the electronic signature of a Party to the Agreement shall be as valid as an original signature of such Party and shall be effective to bind such party to the Agreement. The Parties agree that any electronically signed document (including the Agreement) shall be deemed: (a) to be “written” or “in writing,” (b) to have been signed and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.
11.8 You hereby agree to assign to us all right, title, and interest in any suggestions, feedback, or recommendations provided in connection with the Services, provided such information does not include any Client Confidential Information.
SCHEDULE 1
ADVERTISING AND MARKETING SERVICE TERMS
(Brand to Demand)
These Advertising and Marketing Service Terms (“A&M Service Terms”), together with the Client Agreement and Order Form, govern your purchase of advertising and marketing products and services. Unless expressly stated otherwise or defined herein, capitalized and defined terms contained in these A&M Service Terms shall have the meanings given to them in the Client Agreement.
1.Scope
These A&M Service Terms apply to the suite of products and services purchased by you and set out on the Order Form in relation to: (a) the marketing services element of the products or services (which may include, without limitation, syndicated content, the distribution of e-mails to third parties by way of a promotional campaign, authenticated data services and data enhancement services) and (b) any promotional and/or advertising element of the products or services (which may include, without limitation, both online/digital and offline/printed advertising and/or your sponsorship of, provision of content for, and/or delivery of viewable and/or downloadable digital content such as white papers, eBooks, newsletter advertising, and digital events (for example, webinars and/or other content sessions) and/or other audience extension services).
2. General Campaign Requirements and Commitments
2.1 Production and Provision of Client Content. All Client Content utilized for publication, distribution, or promotion are subject to our prior written approval and must comply with our advertising and marketing specifications and requirements. The Party’s will work together to identify mutually agreeable Client Content necessary to provide the Services and you agree to accept our reasonable recommendations in connection with such Client Content, including recommendations regarding the quantity and quality necessary to achieve any agreed-upon services, advertising or marketing campaigns, or deliverables in accordance with the specifications, timelines, and performance metrics outlined on the Order Form (“Performance Commitments”). You agree to provide all Client Content in a timely fashion as well as all required inputs and approvals including, but not limited to, access to audience or account data, to ensure timelines and Performance Commitments can be achieved. You also agree not modify or make changes to the Client Content after it has been approved by us for publication, distribution, or promotion. Failure to meet the Performance Commitments due to factors outside of our control, such as delays caused by you or unforeseen external circumstances, shall not constitute a breach of this Agreement and we reserve the right to suspend or cancel the Services and/or adjust any Performance Commitments, without penalty.
2.2 Client Representations and Warranties. In addition to the representations and warranties set forth in the Client Agreement, you represent and warrant that the Client Content is: suitable for use in advertising and marketing promotions and will not cause any adverse effect on the operation of our systems, networks, Platforms, or web properties.
2.3 Campaign Optimization. In support of your advertising and marketing campaign, without liability for any reason and at any time, we reserve the right to: (a) make reasonable changes to the format, content, position, rotation, size, style and/or timings (including, without limitation, the delivery schedule and start and end dates of the services) of any element of the Client Content (which may include, without limitation, cancelling any element of the Services), (b) include the word “advertisement”, “sponsored” or similar word alongside the advertising or marketing content to distinguish it from any editorial content, and (c) supplement or substitute the Client Content provided for use in connection with the Services to increase audience engagement and meet Performance Commitments. If any such changes are made, the Agreement shall continue to be binding on the Parties. You agree to use best commercial efforts to increase engagement with the Client Content that has been provided for use in your advertising and marketing campaign including implementing any reasonable recommendations regarding engagement and authorizing us to revise content titles and descriptions. We will continue to publish the Client Content on our Platforms and network of websites, unless you request in writing that such Client Content is removed. We may, without liability, refuse to publish, distribute, promote, or otherwise use any or all of the Client Content in the event you violate the Agreement or if the Client Content: (a) does not satisfy the criteria set forth on the Order Form or as mutually agreed to by the Parties in writing, (b) infringes the rights of a third party, creates potential criminal or civil liability, or breaches applicable law, (c) is or may be harmful to us, our members, or to other third parties.
2.4 Suppression Information. You will comply with reasonable requests regarding compliance matters including providing us with your current business contact information, a valid e-mail address for removal requests and, where applicable to your advertising or marketing campaign, a current list of individuals who have “opted-out” or “unsubscribed” from your communications.
3. Performance Commitments
3.1 Determination. The Performance Commitments outlined in the Order Form are reasonable estimates based on audience activity and behavior and reflect the expected quantity and type of data to be delivered. If your advertising or marketing campaign underperforms, or if we anticipate that the Performance Commitments will not be met, we may supplement or replace the Client Content with additional content. Unless otherwise agreed in writing by both Parties, all Performance Commitments will be measured using our systems and ad servers. If you provide the Client Content before the campaign start date specified on the Order Form, we may deploy this content early, provided that the Services continue to run through the campaign’s end date.
3.2 Under Pacing and Delivery. If a Performance Commitment for an audience campaign is completed early, we will continue to deliver the Services, at no additional cost to you, until completion of 75% of the stated campaign period provided on the Order Form. If we determine that the Performance Commitments or other advertising or marketing campaign obligations will not be met during the stated term, we will either continue to run your campaign or provide additional marketing services. Impressions which, in our sole discretion, do not meet the specifications provided on the Order Form or the verification guidelines mutually agreed to by the Parties may be replaced. For campaigns involving guaranteed CPM deliverables, if the campaign’s final actual impressions do not meet or surpass the agreed upon levels, the Parties will use commercially reasonable efforts to: (a) agree upon the conditions of a makegood flight or (b) reallocate funds for the undelivered portion of the Services.
4. Advertising Services
4.1 Placement. Unless Client has paid a placement premium or positioning is set forth on the Order Form, the positioning of any advertisements is at our sole discretion. Based on available inventory, we may support Ad placement against a denylist/blocklist of up to twenty (20) companies, provided that Client submits such list to us at least five (5) business days prior to the start date. Use of such list may result in additional Fees.
4.2 Data. Client may have access to information about us and members of our network of websites (“Ad Data”). We may use Ad Data as part of our internal business operations. In the event that Client will collect data from end users (for example, through conversion tracking), Client must provide clear notice to each end user and obtain any legally-required consent from each end user for the collection, sharing and use of that data by Client and us. If Client uses our technology that stores and accesses cookies or similar technologies on an end user’s device, Client must clearly disclose, and obtain end user consent for, that activity where required by law.
4.3 Third Party Service Providers. Upon mutual agreement of the Parties, Client may use the services of a third party, such as an optimization service or a third-party ad server. Client shall provide us with all information reasonably requested by us to facilitate the use of such third party. The Parties shall mutually agree to the campaign set-up and related requirements in writing. Unless the Parties otherwise mutually agree in writing, the measurement used for invoicing shall be based on the data in our servers or systems. Client’s use of a third-party service provider in connection with the Services may require and be subject to Client’s acceptance of additional terms and conditions and adherence to our guidelines and requirements by Client and such third party. We shall not be responsible for Client’s use of a third-party provider in connection with the Services.
4.4 Tracking Pixel. If a campaign is based on a performance metric to be tracked on Client’s website, the method for tracking the completion of the performance metric will be mutually agreed by the Parties in writing prior to the start date. We may require Client to install a specific tracking pixel on its website to provide estimated live statistics for us or third parties who are promoting Client’s campaign on our behalf. Client’s unauthorized removal or manipulation of the tracking pixel may result in the suspension of Services and Client’s obligation to pay us for the days during which the tracking pixel was removed or manipulated based on the average daily conversion measurements, using daily click counts and/or conversions for the seven (7) days prior to the tracking pixel being removed/manipulated. Client’s tracking count shall be used for invoicing purposes.
5. Lead Generation Services
5.1 Generally. We will provide leads which satisfy the account segments or filters set forth on the applicable Order Form, including leads identified by monitoring trending topics that are related to the targeting criteria.
5.2 Custom Questions. Where the Services enable Client to utilize a custom question, Client must obtain our prior written approval before adding, removing, or changing such questions. We may revise the Fees and Performance Commitments if we believe that the changes may impact the Services.
5.3 Rejection. Client must notify their Client services representative in writing within thirty (30) days of receipt of leads that Client believes: (a) do not satisfy the account segments or filters identified on the Order Form or (b) both the email address and phone number provided as part of the Services are invalid. Upon notification, the Parties will work in good faith to determine the criteria for a makegood replacement of the same value that substantially satisfies the account segments or filters set forth on the Order Form or we will provide updated contact information.
SCHEDULE 2
Professional and Managed Service Terms
(Intelligence and Advisory)
These Professional and Managed Service Terms (“P&M Service Terms”), together with the Client Agreement and Order Form, govern your purchase and use of professional and managed services. Unless expressly stated otherwise or defined herein, capitalized and defined terms contained in these P&M Service Terms shall have the meanings given to them in the Client Agreement.
1. Scope
These P&M Services Terms apply to the suite of products and services purchased by you and set out on the Order Form in relation to: (a) the intelligence services element of the products or services (which may include, without limitation, market research, data analysis, competitive intelligence, industry insights, benchmarking studies, and custom research reports) and (b) the advisory and managed services element of the products or services (which may include, without limitation, strategic consulting, expert advisory sessions, ongoing account management, tailored recommendations, implementation support, training services, and subscription-based intelligence platforms). The professional and managed services provided by us are solely for your benefit and will start and end on the dates specified on the Order Form. Any professional or managed services that have not been utilized by you (other than through fault of Company) by the end date will be forfeited, and all outstanding payments for the professional or managed services shall be due.
2. Custom Content Creation
As applicable, we will work with you to create custom content satisfying the criteria set forth on the applicable Order Form (the “Custom Content”). You are solely responsible for: (a) obtaining any licenses, rights, and permissions necessary for the incorporation and use of any Client Content incorporated into the Client Content and any further input, ideas, and content and (b) the use of such Custom Content. You grant to us a perpetual, non-exclusive license to use any topic input, ideas, and content that you provide to us in connection with the creation of the Custom Content solely for the purpose of creating and delivering the Custom Content and related services. Once the Custom Content is finalized, no changes may be made without incurring additional charges.
3. Client Cooperation and Responsibilities
You agree to: (a) adhere to the mutually agreed upon requirements specified in the Order Form in order to facilitate the creation, review, and finalization of the Custom Content, (b) coordinate any decision-making, input, ideas, and content with third-parties engaged by you or on your behalf, (c) provide any required information and materials in a form suitable for reproduction or incorporation into the Custom Content without further preparation, (d) conduct a final review and confirmation of the accuracy of the Custom Content, (e) provide and secure signatures on any required releases in connection with Client Content or other third party content provided by you for incorporation into the Custom Content, and (f) provide us with applicable brand/logo guidelines, technical standards, and other specifications in writing in advance of executing the Order Form. We may request written clarification of any concern, objection, or correction in connection with the Custom Content before, during, and after project initiation. Unless otherwise specified in the Order Form, you agree to provide all required information, materials, and approvals within two (2) business days of our request. Failure to meet these timelines may result in project delays, additional fees, or termination of the project as outlined in Section 4. For the avoidance of doubt, you agree to pay any and all costs associated with implementation of any of your written guidelines or standards in the creation of the Custom Content.
4. Project Delays and Abandonment
Our ability to satisfy the service schedules is dependent upon your prompt and timely performance of your obligations including providing necessary materials, approvals, and instructions. Delays caused by you shall not constitute a breach of the Agreement by us. If you fail to satisfy your obligations under these P&M Service Terms, Section 5 of the Client Agreement, or any other requirements mutually agreed by the Parties in writing, the project will be deemed as having been abandoned by you and all pre-paid Fees will be deemed non-refundable. In the event you abandon the project, we reserve the right to remove and permanently delete all work, data, and information associated with the contemplated Custom Content.
Our ability to satisfy the service schedules is dependent upon your prompt and timely performance of your obligations including providing necessary materials, approvals, and instructions. Delays caused by you shall not constitute a breach of the Agreement by us. If you fail to satisfy your obligations under these P&M Service Terms, Section 5 of the Client Agreement, or any other requirements mutually agreed by the Parties in writing, the project will be deemed as having been abandoned by you and all pre-paid Fees will be deemed non-refundable. In the event you abandon the project, we reserve the right to remove and permanently delete all work, data, and information associated with the contemplated Custom Content.
5. Rescheduling and Retainer Arrangements
5.1 Rescheduling. In the event that you reschedule any professional or managed services after the Order Form is signed, you will be responsible for any delays or Losses incurred by us.
5.2 Retainer Arrangements. If an Order Form indicates that the Services are being performed on a retainer basis, you shall be responsible for the full annual commitment for such Services, whether or not you have utilized the full commitment amount for such retainer arrangement.
6. Scope Changes and Additional Services
6.1 Out-of-Scope Services. Any Services supplied by us at your request which are not specified in an Order Form will be charged and invoiced at our then standard rates and time.5.2 Retainer Arrangements. If an Order Form indicates that the Services are being performed on a retainer basis, you shall be responsible for the full annual commitment for such Services, whether or not you have utilized the full commitment amount for such retainer arrangement.
6.2 Scope Changes and Change Orders. We reserve the right to revise the fees for professional services if significant changes are made by you to the project scope following our receipt of the signed Order Form. If we have already commenced work on the project, we will issue a change order for the amount of any additional Fees associated with the changes to the project scope.
9. Attribution Requirements
Any Custom Content or other materials provided hereunder must include and maintain proper attribution as set forth in the applicableContent Use and Attribution Policy or as otherwise set forth in the Order Form.
SCHEDULE 3
EVENT SPONSORSHIP SERVICE TERMS
These Event Sponsorship Service Terms (“Event Terms”), together with the Client Agreement, govern your purchase of event services. Unless expressly stated otherwise or defined herein, capitalized and defined terms contained in these Event Terms shall have the meanings given to them in the Client Agreement.
1. Sponsorship
1.1 Your application for event sponsorship packages are processed on a first-come-first serve basis. Acceptance of your application of the sponsorship package is contingent upon your payment of the deposit described on the applicable Order Form. Notwithstanding the foregoing, we retain the right to reject your application and sponsorship at any time, in our sole discretion, if we deem it inappropriate or if we believe it may give rise to liability.
1.2 Distribution Rights. We grant you a limited, worldwide, revocable license to use, market, and distribute the materials produced and streamed at the event described on the applicable Order Form (the “Event”) in which you are featured for your B2B purposes, provided that such materials are submitted to us in writing for review and, provided further, that such materials contain proper attribution to Company. You grant to other Event sponsors and participants a limited, worldwide, revokable license to display their name and trademarks used in such materials featured for use by the other Event sponsors and participants for their respective B2B purposes, provided that: (a) such uses do not modify or amend the other Event sponsors’ and participants’ names and marks or content, and (b) that such uses are not illegal, potentially defamatory, unlawful, false, fraudulent, libelous, modified, or revised to include fabricated content, and that such uses do not infringe upon the rights of others or pose liability to Company. Notwithstanding anything to the contrary set forth herein, we (x) own all content created or generated by us in connection with the Event and (y) retain a worldwide, perpetual, fully paid-up license to use all content displayed, shared, promoted, or publicized at or in connection with the Event.
1.3 Attendee Information. If included in the benefits outlined in the applicable Order Form, Company may provide you with personal information of individuals who attended the Event (“Attendees”) that was shared during their registration for the Event, based on their preferences regarding the sharing of such information and the Parties’ obligations under applicable law. Additionally, you may collect personal information from Attendees by scanning their badges during the Event. You must make a legally valid privacy policy available to Attendees, detailing your practices regarding the collection, use, and disclosure of personal information, which may be accessible online. Your privacy policy must comply with applicable laws, and you must use personal information strictly in accordance with your privacy policy and applicable legal requirements. Company will not be responsible for your collection and use of data in connection with the Event; you are solely and fully liable for any data collection that you do at or in connection with the Event, and for the use of any data collected from or in connection with the Event. Any personal data shared by Company with you in connection with the Event shall be subject to Company’s Data Processing Agreement.
2. Event Logistics
2.1 Attendance. You are responsible for the sponsorship Fee set forth on the Order Form regardless of whether you, your delegates, your participants or attendees, or your representatives attend the Event.
2.2 Policies. You agree, on behalf of yourself, your delegates, participants, attendees, and representatives, to comply with all Event policies and procedures, including those provided by us and the Event venue. You further agree that your activities and materials at the Event will not be dangerous, offensive, harmful, illegal, immoral, or otherwise likely to cause a nuisance or reputational harm to Event participants, attendees, us, or the Event venue. You shall not use the Event to promote, advertise, or cross-market any other event in which Client is a sponsor or participant.
2.3 Change of Format. We reserve the right to change the Event format (for example, cancelling the in-person aspects of the Event) or cancel the Event, without penalty, due to circumstances beyond our reasonable control or where there is a reasonable expectation that changes, risks, or limitations will prevent or significantly impact attendance and travel to the Event. Where possible, we will provide you with written notice of the change of format of the Event. If we choose to hold a virtual Event only, we will retain forty-five percent (45%) of the Fee for the Event and will refund you the remaining prepaid fees prior to such change.
2.4 Postponement, Cancellation or Interruption of Event. If circumstances beyond the control of the Event (e.g., fire, natural disasters such as floods or earthquakes, epidemics, explosions, accidents, blockages, embargoes, severe weather, government restrictions, acts of public enemies, riots, civil disturbances, transportation disruptions, power or connectivity outages, labor shortages, technical or personnel limitations, or any other force majeure event) prevent the Event, in whole or in part, from taking place or cause interruptions, the Producer reserves the right to cancel the Event. In such cases, Company shall not be held liable for any delays, damages, losses, increased costs, or other adverse consequences resulting from these circumstances, and you agree to waive any claims for damages arising from such events. If the dates of the Event are changed for any reason, no refund will be issued to you. The Event will reassign your sponsorship, and you agree to utilize the sponsorship in accordance with the terms of this contract. Company shall not be held financially liable or otherwise responsible in the event the Event is relocated or postponed. To the fullest extent permitted by law, we are not liable for any loss, damage, or liability arising from any change to the Event date or cancellation of the Event. You acknowledge that the provisions of this Section 2.4 set out your sole remedy in the event we change the date of the Event or cancel the Event, and all other liability is hereby expressly excluded.
2.5 Property Loss and Damage. You shall be fully and wholly liable for the cost of making good all damage to property at the Event suffered in connection with the Event beyond reasonably expected “wear and tear” by your delegates, participants or attendees, and representatives (including agents, contractors, or subcontractors). You agree to remove all equipment, property, and other tangible objects that you brought to the Event within the timeframe(s) specified by us and the Event venue.
2.6 Shipping and Transfer of Exhibition Materials. You agree to ship at your own risk and expense all articles to be exhibited. All shipments must be fully prepaid including all applicable taxes. Any exhibit material or property left at the Event venue shall be packed, shipped or stored at our discretion and at your sole expense.
2.7 Outside Activities: You are prohibited from organizing, and must ensure their employees and representatives who are participating in the Event do not organize, any activities or events—whether on or off the premises—that conflict with the official event agenda. Specifically, no external events are allowed during the timeframe between the start of the first session or activity associated with the Event and the conclusion of the last session or activity on each day of the Event. Should you wish to request an exception to this policy, you must notify Company in writing advance and obtain written approval for the proposed activity.
2.8 Photographs and Recordings. Photographs, audio recordings, and video recordings may occasionally be captured during the Event, which may include images of you and your participants. Industry Dive owns all rights in such content, and you waive all rights and claims to it and its use. Company may use it worldwide for any purpose without compensation or notice to you. You must make reasonable efforts to obtain each participant’s consent for Company’s use of such photographs and recordings, as required or requested by Company. You must not obstruct or interfere with Company’s photography or recording activities. Additionally, neither you nor your Participants or other attendees may film, photograph, or record any part of the Event without prior written consent from Company. If you wish to request permission to record, film, or photograph any portion of the Event, you must contact Company in writing and submit a specific request for approval of such activities.
3. Obligations
3.1 Insurance. You will obtain and keep in force insurance reasonably commensurate with all activities arising from or connected to the Event, including coverage for public liability and property damage. Upon request, you agree to provide a certificate or proof of such insurance.
3.2 Event Website, Promotion of Event. We will make all reasonable efforts to promote the Event. We shall not be responsible for any statements made regarding audience projections or methods or timing of promotion. Such statements, if made, shall constitute only general indications of the Event promotion and organizing strategy and shall not be deemed as a representation or warranty. Where Company makes an event website available to you for use in connection with or to promote the Event, you upload materials to the event website at your own risk. We do not assume custody or control of uploaded items. Further, you consent to Company publishing your name, logo, and profile in event guides, promotional materials, and on the Event website (as applicable). We are not liable for errors, omissions, or inaccuracies in such publications. You are expressly prohibited from promoting the Event without Company’s express written permission.
3.3 Customer Content. Where you are required to share content in connection with the event, you shall provide all content, materials, and information within the mutually agreed timeframes and in the form and specifications satisfactory to Company. Company is not liable for omissions, errors, or misquotations in your content, and we may refuse to publish in our sole discretion and without liability it if you breach the provisions set forth in these Event Terms. As applicable, Company will use reasonable efforts to provide the sponsorship elements of the Package (“Sponsorship”) as specified but may make reasonable modifications to size, position, timing, or placement without liability. Upon termination or expiration of the applicable Order Form, Company may continue using the content that you share in connection with this Section 3.3 on its websites, platforms, or applications
3.4 Conduct. You shall not represent that you are authorized or endorsed by us. You are responsible for ensuring that all your participants act respectfully toward others and refrain from demeaning, discriminatory, or harassing behavior or speech, including harassment or discrimination based on age, ancestry, race, gender identity or expression, national origin, disability, religion, sexual orientation, or any other protected characteristic. We may immediately cancel your event sponsorship, participation, or any element of the Package, without refund or liability, if you or your representatives engage in conduct that, in our reasonable judgment, could harm our reputation, brand, or business interests. This includes conduct that is illegal, unethical, discriminatory, harassing, or otherwise inconsistent with our values, whether occurring before or during the Event. Upon cancellation, all fees remain due and we may remove your content from the Event and Event venue.
3.5 You acknowledge that if one or more of your participants violate the above standards, act offensively, cause disruption, or make the Company fear for the safety of other attendees, the Company or its agents or service providers may take any action they deem appropriate, including expulsion from the Event without warning or refund. The Company reserves the right to implement any safety and security measures it considers necessary to protect attendees, other exhibitors, and participants without prior notice. Participants are expected to comply with the security and safety measures and protocols established for the Event and to follow any rules or directions provided by the Company. The Company reserves the right to deny admission to or eject any person who fails to adhere to such rules or directions.
3.6 You and your participants should not leave property unattended. Any unattended property may be removed from the Event venue, and the Company will not be responsible for any loss or damage resulting from such removal.
Effective July 1, 2026
