REATTENDANCE LIMITED

APP/WEBSITE USER AGREEMENT FOR USE OF REATTENDANCE

(called our “Reattendance User Agreement”)

1. WHO WE ARE AND THESE TERMS

1.1 Who we are: We are Reattendance Limited, an English company number 08070386, whose registered office is at CS Innovation Centre, Mewburn Road, Banbury, Oxfordshire OX16 9PA. However you can contact us most easily by email at support@reattendance.com. In this document, “we” and related words refers to us – Reattendance Limited.

1.2 The legal documents that form our relationship for free use of our Services: This Reattendance User Agreement, our Privacy Notice and all policies posted on our website at reattendance.com together set out the terms on which Reattendance offers you access to and use of our website, services, the Reattendance app/website, applications and tools (collectively “Services”). Our Privacy Policy and all such policies are all incorporated into and form part of this Reattendance User Agreement. You agree to comply with all of these when accessing or using our Services. The Reattendance User Agreement is a legal document which governs the relationship between you and us.

1.3 This version of the Reattendance User Agreement: This is version 5 of our Reattendance User Agreement and it went live on our website on 8th October 2021. It took/takes effect 21 days after this date.

1.4 Changes to this Reattendance User Agreement: We may amend this Reattendance User Agreement at any time by email or by posting the amended terms on our website. You are advised to check back to this page regularly to see if the terms have changed. All amended terms shall automatically be effective 21 days after they are initially posted or otherwise notified to you. Your continued use of our Services after the effective date of these amended terms constitutes your acceptance of them. This Reattendance User Agreement may not otherwise be amended except through mutual agreement by you and our representative authorised to do so.

1.5 Changes to policies: The policies posted on Reattendance may be changed from time to time. Changes take effect 21 days after we post them on Reattendance.

1.6 Personal Data: For information about the processing of personal data, please see our Privacy Policy (/privacy-policy/)

1.7 You/user: In this document “you” and related words and “user” and related words refer to any person (which might be a human or a company or any other entity) who uses our Services in any way.

1.8 Businesses:

1.8.1 If the person reading this document or otherwise using Reattendance is or represents a business entity, that person warrants and represents that that person has the authority to legally bind that entity; and

1.8.2 If a user of Reattendance is trading as a business on Reattendance, that user must comply with all applicable laws relating to online trading.

1.9 Interpretation: In the Reattendance User Agreement: (i) any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and (ii) a reference to any gender includes all genders.

2. ABOUT US; ABOUT REATTENDANCE; KEY TERMS

2.1 What we mean by ‘Reattendance’: Reattendance Limited is our name (and we refer to ourselves as “we” or “us” or “our” in the Reattendance User Agreement). ‘Reattendance’ is also our trading name. However, in this Reattendance User Agreement document, we use the word ‘Reattendance’ as the name of our app/website service and the related services that we provide which together make up the Services.

2.2 Event Owner; Item; Event: In this Reattendance User Agreement, an “Event Owner” is any business (which is NOT Reattendance Limited) that operates events online or offline, possibly including as part of that operation:

2.2.1 Selling admission tickets to Events (defined below);

2.2.2 Offering, broadcasting or otherwise making available to Attendees (defined below in Clause 2.3) presentations and materials related to the Event (including video and audio (or otherwise virtual) presentations and digital materials) which might be on a free basis or a paid basis which is up to the Event Owner;

2.2.3 Offering to organisations who have contracted with the Event Owner away from Reattendance (each such organisation being known as an “Expo Company”) to market the Expo Company’s goods and/or services to Attendees in a space (known as an “Expo Hall”), which may be physical or digital;

2.2.4 Offering to Attendees the ability to network with, and give and receive information from, other Attendees and to attend the Expo Hall and interact with representatives of the Expo Company; and

2.2.5 Offering services related to or otherwise linked to any of the foregoing services in this Clause 2.2 (such as networking services, information exchange services and other related services);

where each such element of such services or each element of content or materials is individually known as an “Item”; and

where all Items together offered by an Event Owner on a set date or group of related dates is known as an “Event”.

2.3 Attendee: In this Reattendance User Agreement:

2.3.1 An “Attendee” is any person (which could be a person; or a company or other business) who wants, by using Reattendance, to browse Items or Events or otherwise to access specific Items or Events. An Attendee is not an Event Owner.

2.3.2 Access to any specific Item or Event happens through a contract made between an Event Owner and an Attendee. That contract made between an Event Owner and an Attendee may be on a free basis or a paid basis as determined by the relevant Event Owner. However, we do not charge the Attendee any money for the use of Reattendance.

2.3.3 A person can become an Attendee either:

(a) by creating an Attendee account with us of their own volition (which is free of any charge payable to us by that person); or

(b) by being recommended by an Event Owner to create an Attendee account with us (which is free of any charge payable to us by that person) – and in this case, we are acting on the instructions of the Event Owner when an Attendee signs up – although we treat that Attendee as if they have signed up of their own volition if they sign up after this.

2.4 Services: We offer two types of Services:

2.4.1 services which we offer to Attendees (and which are set out in Clause 3). There is no payment due for the these services which we call “Free Services”; and

2.4.2 services which we offer to Event Owners (and which are set out in Clause 4). We charge Event Owners for these services (as described in Clause 4) which we call “Paid Services”. (We may also have entered in a separate Managed Services Agreement with Event Owners for more specific services beyond the scope of those set out in this Reattendance User Agreement.)

2.5 Event Owner’s Payment Provider: In this Reattendance User Agreement, the Event Owner’s payment provider (which may change from time to time but examples might be someone like PayPal or Stripe or anyone we otherwise determine) is known as the “Event Owner’s Payment Provider”.

3. The Free Services we provide to Attendees

3.1 Free Services: The Free Services we provide to Attendees are as follows:

3.1.1 We make the functionality of Reattendance available to Attendees. This is free of charge to Attendees. That functionality includes: (i) registration by the Attendee (which may allow access to more Free Services than without registering); (ii)  browsing Reattendance; and (iii) the Attendee being able to see the various elements an Event Owner has listed on Reattendance – see for example the sorts of things listed in Clause 2.2).

3.1.2 By using Reattendance, there is no obligation for any Attendee to spend any money with an Event Owner. However, if an Attendee spends any money with an Event Owner on Reattendance, we collect money from that Attendee on behalf of the Event Owner and remit that money to the Event Owner. We are the collection agent of the Event Owner. We do not charge Attendees anything for doing this. However, we are not involved in any actual transaction between an Attendee and an Event Owner or between an Expo Company and an Event Owner. The contract for the sale of an Item or Event is always directly between an Attendee and the relevant Event Owner - although as, we say earlier in this Clause 3.1.2, we do collect money from the Attendee through Reattendance, as the collecting agent of, and on behalf of, the Event Owner.

3.2 Contracts between an Event Owner and an Attendee: For any Attendee purchasing an Item or Event from an Event Owner:

3.2.1 The Attendee is responsible for reading the full listing before making a commitment with the Event Owner to make a purchase from the Event Owner; and

3.2.2 The Attendee will enter into a legally binding contract with the Event Owner of the Item or Event to purchase that Item or Event when the Attendee commits to buy the Item or Event. Although we may collect money from the Attendee on behalf of the Event Owner, we are not a party to the Attendee’s transaction with the Event Owner.

3.2.3 Any refund requested by the Attendee must be requested from the Event Owner. The Event Owner may (or may not) ask us to deal with any such request on the Event Owner’s behalf but any refund is always pursuant to the contract between the Attendee and the Event Owner.

3.3 An Attendee’s personal data: To use certain features of Reattendance, an Attendee may need to share his/her personal data with us or with an Event Owner or with other Attendees. When an Attendee shares personal data with us, an Event Owner or an Attendee, sometimes it is necessary for an Attendee to do this so that the Attendee may use a particular feature of Reattendance (i.e. it is necessary for a contract that an Attendee has entered into) and sometimes we (or an Event Owner or a fellow Attendee) will ask for an Attendee’s informed consent in advance of that data being shared. (An example of this might be to use the ‘networking at an Event’ functionality of Reattendance.) Details of when each of these apply, with whom an Attendee’s personal data is shared and what their responsibilities are and for what purposes are set out in detail in our privacy policy.

3.4 Skip Clause 4: If  you are not an Event Owner, you can skip reading Clause 4 as it only applies to Event Owners.

4. THE PAID SERVICES WE PROVIDE TO EVENT OWNERS

4.1 Event Owners ONLY! This Clause 4 only applies to Event Owners.

4.2 Paid Services: Subject to an Event Owner paying for a subscription with us and to Clauses 4.3 to 4.12, we will provide to an Event Owner:

4.2.1 the functionality of Reattendance, including:

(a) the ability for the Event Owner to undertake the elements listed in Clause 2.2 through Reattendance (including: (i) allowing Event Owners to create and run as many Events as they wish during the subscription period, creating e-tickets for those Events and promoting those Events; (ii) allowing Attendees to view Events in a purely virtual manner on Reattendance, in a purely physical manner (howsoever the Event Owner wants to do that), or in a hybrid manner of physical and virtual mixing these; where virtual Events and virtual components of hybrid Events are viewed entirely on Reattendance); and

(b) the ability to host data uploaded by an Event Owner which data is comprised of company or sponsor graphics or presentations which can sync with certain Items (although each element of such hosted data is itself an Item);

4.2.2 an online booking and ticket service for non-educational digital, hybrid and physical Events by which we, as the disclosed agent of the Event Owner:

(a) allocate tickets to Attendees; and

(b) invoice and process any payment (and collect any ticket prices); and

within the scope of that agency are the provisions set out in Clause 4.9.

4.3 Event Owner’s subscription:

4.3.1 An Event Owner must have a subscription with us to use our Paid Services.

4.3.2 The scope of particular Paid Services may be limited by the particular subscription that the Event Owner has purchased.

4.3.3 The fees and scope of Paid Services and subscriptions are listed here: https://events.reattendance.com/pricing.  However, we may change our fees, or introduce new fees from time to time by posting the changes on Reattendance 21 days in advance of the change taking effect. An Event Owner may close its account without penalty within 21 days of such notice being given.

4.3.4 (Some elements of Paid Services may only be available pursuant to a particular subscription package and there may be fees per transaction arising out of all sales made by the Event Owner to an Attendee using some or all of our Free Services, even if sales terms are finalised or payment is made outside of Reattendance. In addition, an Event Owner who offers or references its contact information or asking for an Attendee's contact information which it did not have before, may be liable to pay transaction fees in consideration of the introduction to an Attendee, even if the Event Owner does not sell any Item or Event to that attendee on Reattendance or otherwise.)

4.4 Subscription conditions: In order for an Event Owner to have a subscription:

4.4.1 that Event Owner must have a valid payment method on file with us at all times (and an Event Owner may change this payment method by contacting us and agreeing a change with us);

4.4.2 if the Event Owner’s payment method fails or an Event Owner’s account is overdue, we may collect fees owed by charging other payment methods on file and retaining collection agencies or legal counsel;

4.4.3 that Event Owner authorises us automatically to charge the Event Owner’s chosen payment method in accordance with this Reattendance User Agreement, for charges and fees incurred in relation to the Paid Services provided by us (which may include subscription fees and other fees agreed between us and the Event Owner). We will notify Event Owners of these charges, including through the Reattendance website (see here: https://events.reattendance.com/pricing );

4.4.4 if payments or amounts owed to us cannot be completed through the payment method on file for any reason, an Event Owner is still required to pay Reattendance for all unpaid amounts and we reserve the right to seek reimbursement through other means plus any additional costs incurred by us in seeking reimbursement;

4.4.5 that Event Owner can only change its payment method by agreement with us; and

4.4.6 we may at times recommend, and may continue to recommend (for example, to protect against risk of liability) that the Event Owner’s Payment Provider restricts access to funds in the Event Owner's Payment Provider account based on certain factors, including selling history, Event Owner performance, returns, riskiness, transaction value or any claim made by Attendees. This may result in the Event Owner’s Payment Provider determining to restrict funds in the Event Owner’s Payment Provider account.

4.5 Authorities and instructions: For the purposes set out in this  Reattendance User Agreement, each Event Owner:

4.5.1 authorises and instructs us to request the Event Owner’s Payment Provider to collect or reverse variable amounts from the Event Owner’s Payment Provider account to carry out an attendee reimbursement;

4.5.2 authorises and instructs us to request the Event Owner’s Payment Provider to collect or reverse variable amounts in other currency holdings (representing payments related to eligible claims) from the Event Owner’s Payment Provider account to carry out an Attendee reimbursement where the Event Owner does not have sufficient funds available in the transaction currency;

4.5.3 authorises and instructs us to request the Event Owner’s Payment Provider to restrict the Event Owner’s access to funds (the restriction will apply up to a sum equivalent to the cost of an Item paid by an Attendee) in the Event Owner’s Payment Provider account at any point during a process of resolution of a dispute between an Event Owner and an Attendee. (This may result in the Event Owner’s Payment Provider determining to restrict funds in the Event Owner’s Payment Provider account in order to manage the Event Owner’s Payment Provider's risk exposure pursuant to the Event Owner’s Payment Provider’s policies);

4.5.4 authorises and instructs us to charge the payment method the Event Owner selects to recover any amount we must pay to the Attendee on an Event Owner’s behalf (in cases where we have refunded the Attendee directly); and

4.5.5 authorises and instructs us to place any amount we have reimbursed on the Event Owner’s behalf on the Event Owner’s invoice for sums due to us.

4.6 Recurring basis: Each Event Owner acknowledges and agrees that the authorisations in Clause 4.5 will be made on a recurring basis and on various dates as required by us to implement the terms of this Reattendance User Agreement. If an Event Owner does not provide us with a valid reimbursement method to reimburse sums to Attendees when we determine such sums are due from the Event Owner (in our exclusive absolute discretion, without any duty to act reasonably or rationally), we may collect the outstanding sums from that Event Owner using other collection mechanisms, including retaining collection agencies and legal counsel.

4.7 If an Event Owner uses Reattendance as an Attendee: If an Event Owner accesses Reattendance as an Attendee then, additionally, we make the Free Services available pursuant to Clause 3.

4.8 Non-exclusivity: Fees for Event Owners do not purchase exclusive rights to Item or Event exposure on Reattendance whether on a web page or otherwise.

4.9 Other rules of our agency: Within the scope of our agency set out in Clause 4.2.2:

4.9.1 for any transaction between an Event Owner and an Attendee, acting as a collection agent for the Event Owner, we will collect the money from the Attendee to pay to the Event Owner. However, before paying over to the Event Owner any of the Event Owner’s fees collected from the Attendee, we may first deduct any monies due to us by the Event Owner. We may also hold up paying any money due to the Event Owner in respect of an Item or Event sold by an Event Owner to an Attendee until 14 days after that Item or Event has been delivered by the Event Owner to the Attendee who purchased access to it;

4.9.2 if an Event Owner chooses or is required to reimburse or refund an Attendee or us (as reasonably determined by an Event Owner or as determined by us (in our exclusive absolute discretion, without any duty to act reasonably or rationally) or if a transaction between an Event Owner and Attendee is otherwise cancelled:

(a) the Event Owner hereby authorises us to, and we may (but are not obliged to):

(A) make any reimbursement back to an Attendee on behalf of the Event Owner (or otherwise request the Event Owner’s Payment Provider to reverse the refund amount, in the same or other currency, from the Event Owner’s Payment Provider account) and/or place the amount on the Event Owner’s invoice as a fee (which may be charged to the Event Owner’s automatic payment method on file);

(B) notify the Event Owner’s Payment Provider of the relevant case and/or remove funds from that Event Owner’s Payment Provider account to reimburse the Attendee for the cost of the Item or Event in accordance with the Event Owner's authorisation provided to us under this Reattendance User Agreement; or

(C) where there are insufficient funds in that Event Owner’s Payment Provider account, on behalf of the Event Owner directly refund the Attendee for the cost of the Item or Event, and, in this case, the Event Owner must reimburse us in full, and in a timely manner, for an amount equivalent to the sum we laid out on the Event Owner’s behalf to pay to the relevant Attendee; and/or

(b) where the Event Owner is at fault, we will notify the Event Owner and charge the reimbursement amount to the Event Owner's chosen payment method, or invoice the Event Owner for the reimbursement amount.

4.10 Content conditions for Event Owners: In respect of an Event Owner listing or operating an Item or Event:

4.10.1 that Event Owner is responsible for the accuracy, content and legality of any materials or content related to an Item or Event offered;

4.10.2 that Event Owner is responsible for all taxes (including penalties, fines, charges, or late payment interest) related to its sales on Reattendance. To the maximum extent possible under English law, an Event Owner shall pay to us as a debt on demand all costs incurred by us, including tax, penalties and interest, levied by any competent tax authority due to your failure to provide a valid VAT registration number and/or your failure to pay any such taxes, penalties or interest;

4.10.3 we have the right to, at our exclusive absolute discretion, without any duty to act reasonably or rationally, to:

(a) modify, obfuscate or delete, any content, Item or Event that violates any of our policies or provisions of the Reattendance User Agreement, although when we do this, we will provide reasons to the Event Owner;

(b) revise, remove or alter any content, Item or Event information associated with listings or otherwise, so as to supplement, remove, or correct information, although when we do this, we will provide reasons to the Event Owner;

(c) revise, remove or alter meta-tags or URL links related to an Item or Event so as to not affect third party search engine results;

4.10.4 some optional features of Reattendance may only be visible on a particular subscription or may be subject to platform or other restrictions; and

4.10.5 to drive a positive user experience, a listing or content may not appear in some search and browse results regardless of the sort order chosen by the Attendee.

4.11 Expo Companies: An Event Owner is responsible for the activities of Expo Companies who are deemed to interact with any aspect of Reattendance as if they were the Event Owner with whom that Expo Company has a contract.

4.12 Processing errors: We reserve the right to fix any processing errors we discover in respect of the Event Owner’s account or liabilities. We will correct any processing errors by debiting or crediting the payment method used for refund or reimbursement.

5. Scope of what we do and do not do

5.1 What we do not review: We do not review Event Owners’ listings or content or chat content or announcement content or video chat content or Items of any sort or Events.

5.2 What we may review: We may review non-chat, non-announcement, textual communications sent by Event Owners to Attendees through Reattendance and we may prohibit them or make or suggest changes so as to protect and preserve the standards in Reattendance.

5.3 Resolution of disputes between an Event Owner and an Attendee: We will try and facilitate the resolution of disputes between an Event Owner and an Attendee and interactions and transactions between them (see Clause 13.1 abut this) but we have no control over, and we do not guarantee:

5.3.1 the existence, quality, safety or legality of, Items or Events advertised or anything that happens in them;

5.3.2 the truth or accuracy of any materials posted by Event Owners or Attendees;

5.3.3 the ability of Event Owners to sell Items or Events or access to Items or Events;

5.3.4 the ability of Attendees to pay for Items or Events; or

5.3.5 that an Attendee or Event Owner will actually complete a transaction or have access to an Item or Event.

5.4 No hosting: We do not host any Items or Events listed or sold through Reattendance (or any underlying materials in or related to them) by Event Owners.

5.5 No dealing with Expo Companies: We do not deal with Expo Companies directly, although we may deal with their representatives if those representatives become Attendees; and we treat them as Attendees accordingly.

6. RULES FOR USING REATTENDANCE

6.1 Functionality: The functionality of Reattendance at any point is time is set out in the policy documents on the website at reattendance.com, including the FAQs at https://reattendance.com/faq/

6.2 Rules, warranties and representations: In connection with using or accessing any Services we offer or Reattendance you (whether an Event Owner, an Attendee or otherwise) warrant, represent and undertake to us that you will not directly or indirectly, and will not permit or facilitate anyone else to:

6.2.1 use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our Services;

6.2.2 fail to pay for anything purchased by you;

6.2.3 fail to deliver on anything sold by you;

6.2.4 infringe or allow or facilitate infringement of, the copyright, trade mark, patent, moral, database or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to us or belong to or are licensed to someone other than you. Some, but not all, actions that may be infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to us or someone else;

6.2.5 post, link to, upload (for hosting or otherwise), stream, broadcast or be involved with content that does not belong to you or which you have no licence to do with it what you may be doing (and you may not otherwise allow any of these things);

6.2.6 post, list or upload content in inappropriate areas on Reattendance;

6.2.7 breach or circumvent any laws, third-party rights or our systems or policies;

6.2.8 manipulate the price of any Item or Event or interfere with any other user's listings or content;

6.2.9 post (or permit the posting of), upload (or permit the uploading of), stream (or permit the streaming of), broadcast (or permit the broadcasting of) or otherwise be involved with false, inaccurate, misleading, defamatory, libellous, unlawful or illegal content whether real-time, pre-recorded, textual graphical, audible or otherwise;

6.2.10 transfer your Reattendance account or user ID to another party without our prior written consent;

6.2.11 distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

6.2.12 use the contact information of other users of Reattendance for any purpose other than: (i) in relation to a specific permitted transaction or action on Reattendance (which includes using this information to send marketing materials directly to users of Reattendance unless that user has given explicit consent to receiving these materials); or (ii) as otherwise specifically allowed by this Reattendance User Agreement and always in conformity with Clause 8;

6.2.13 distribute viruses or any other technologies that may harm us or Reattendance, or the interests or property of Reattendance users;

6.2.14 use any robot, spider, scraper or other automated means to access our Services for any purpose;

6.2.15 bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;

6.2.16 export or re-export any Reattendance application or tools;

6.2.17 commercialise any Reattendance application or any information or software associated with such application; or

6.2.18 circumvent any technical measures we use to provide the Services or to protect data or other users of Reattendance.

6.3 Advertising: We may display third party advertisements (including links and references to them) or other content in any part of our Services, at our exclusive absolute discretion, without any duty to act reasonably or rationally.

6.4 International sales: Many of our Services are accessible to international Event Owners and Attendees. Event Owners and Attendees are responsible for complying with all laws and regulations applicable to international sales and purchases. (We may or may not offer certain Services of particular interest to international Event Owners and Attendees, such as estimated local currency conversion services.)

6.5 Unconfirmed and inactive accounts and Service changes: We may:

6.5.1 cancel unconfirmed accounts or accounts that have been inactive for a long time; or

6.5.2 modify or discontinue our Services.

6.6 Sanctions for rule-breaking: If we believe that you are violating any of our policies or any term of this Reattendance User Agreement, we have the right to, at our exclusive absolute discretion, without any duty to act reasonably or rationally, to subject you or your account to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees (to Event Owners only) for the introduction of an Event Owner to an Attendee and recovery of expenses for policy monitoring and enforcement. When we do this, we will provide reasons to you when we do this.

6.7 Termination/suspension: We reserve the right to vary or terminate all or part of our Services and/or not provide all or part of our Services to anyone for any reason and/or period of time, at our exclusive absolute discretion, without any duty to act reasonably or rationally. When we do this, we will provide reasons to you when we do this (and 30 days’ notice with reasons in the event of termination).

6.8 Master remedy: Without limiting our other remedies, we may limit, suspend, or terminate any user account and access to our Services, restrict or prohibit access to, and your activities on, Reattendance, remove or demote or otherwise restrict the visibility of listings, Items and/or Events, delay or remove content, remove any special status associated with your account, reduce or eliminate any discounts, and take technical and legal steps to keep you from using our Services if:

6.8.1 we think that you are creating problems or possible legal liabilities for us, our users, suppliers or other third parties;

6.8.2 we think that such restrictions will improve the security of users or reduce our or another user's exposure to financial liabilities;

6.8.3 we think that you are infringing the rights of third parties;

6.8.4 we think that you are acting inconsistently with the letter or spirit of this Reattendance User Agreement or our policies or abuse our employees or users;

6.8.5 despite our reasonable endeavours, we are unable to verify or authenticate any information you provide to us; or

6.8.6 for an Event Owner, you fail to make, or it is evident that you are unable to make, full payment of any fees due for our Paid Services by your payment due date.

Again, if we do this, we will provide reasons to you when we do this (and 30 days’ notice with reasons in the event of termination).

6.9 Possible leniency: When a user issue arises, when we apply our policies, we may consider the user's performance history and any specific circumstances. We may choose to be more lenient with policy enforcement, and to do what we judge (in our exclusive absolute discretion, without any duty to act reasonably or rationally) to be the right thing for both Attendees and Event Owners.

7. CONTENT

7.1 Provision of content by you: When an Event Owner or Attendee provides us with any content or otherwise makes content available within Reattendance (including causing content to be posted or hosted using our Services, for example by an Expo Company under its contract with an Event Owner), you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use the content (including creating and using derivative works), and you authorise us to exercise any and all copyright, trade mark, publicity, database or other Intellectual Property Rights you have in or to the content in any media known now or developed in the future; all in connection with Reattendance. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights or any other intellectual property rights you have in the content against us, our sub-licensees or our assignees (and you will procure that anyone relevant also waives and promises accordingly).

7.2 Data from us: We try to offer reliable data, but cannot promise that the content provided through the Services will always be available, accurate, complete and up-to-date. You agree that:

7.2.1 we are not responsible for examining or warranting an Event Owner’s listings or content on Reattendance (or any other listings or content other than that provided by us);

7.2.2 you will not hold or attempt to hold us or our data providers liable for inaccuracies, subject to applicable law; and

7.2.3 you will not remove any copyright, proprietary or identification markings in any data we provide or create any derivative works based on that data.

7.3 Our marks: The name "Reattendance" and other marks, logos, designs and phrases that we use in connection with our Services are trade marks, service marks, or trade dress of Reattendance Limited in the United Kingdom and other countries. They may not be used unless expressly authorised by us in writing.

8. DATA PROTECTION

8.1 Data Protection Legislation: In this Clause 8, “Data Protection Legislation” means all applicable data protection and privacy legislation, regulations, guidance and codes of practice, including:

8.1.1 the Data Protection Act 2018 (and Regulation (EU) 2016/679 (EU General Data Protection Regulation known as the “GDPR” as it applies within English law known as the “UK GDPR”) (together “DP Law”) and the Privacy and Electronic Communications (EC Directive) Regulations;

8.1.2 any secondary legislation pursuant to the DP Law;

8.1.3 any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK in respect of any of the foregoing; and

8.1.4 any guidance or codes of practice issued by the UK Information Commissioner from time to time (all as amended, updated or re-enacted from time to time).

8.2 Detail about processing personal data: Processing of personal data of Attendees or Event Owners’ personnel, which have been collected through Reattendance or our Services or received under or in connection with this Reattendance User Agreement (“Relevant Personal Data”), is detailed in our Privacy Policy which sets out when, and in what circumstances:

8.2.1 we are doing that processing as a data controller;

8.2.2 we are doing that processing as a data processor processing personal data on behalf of an Event Owner; or

8.2.3 the Event Owner is doing that processing as a data controller.

8.3 When an Event Owner and we are processing personal data as separate and independent controllers of it: When an Event Owner and we are processing Relevant Personal Data as separate and independent controllers, the Event Owner:

8.3.1 shall be individually and separately responsible for complying with the obligations that apply to the Event Owner as a controller under applicable data protection laws;

8.3.2 shall comply at all times with its obligations under Data Protection Legislation (which includes the obligation to provide appropriate safeguards for the transfer of personal data to a third country or an international organisation); and

8.3.3 shall process Relevant Personal Data received from us exclusively for the purposes the Event Owner received the Relevant Personal Data and the Event Owner shall erase the Relevant Personal Data immediately after the respective purposes have been fulfilled. Any further processing of the Relevant Personal Data is not permitted except when legally required (e.g. if a retention obligation applies).

8.4 When we are processing personal data on behalf of an Event Owner: When we are processing Relevant Personal Data on the Event Owner’s behalf as a data processor (when the Event Owner is a data controller or superior data processor in the processing chain) then:

8.4.1 each of the Event Owner and we shall comply with all applicable requirements of the Data Protection Legislation. This Clause 8.4.1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation;

8.4.2 neither party shall through its acts or omissions place the other party in breach of any Data Protection Legislation;

8.4.3 our Privacy Policy sets out the scope, nature and purpose of Processing by us, the duration of the processing and the types of Relevant Personal Data and categories of data subject;

8.4.4 without prejudice to the generality of Clause 8.4.1, the Event Owner shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Relevant Personal Data to us for the duration and purposes of this Reattendance User Agreement;

8.4.5 without prejudice to the generality of Clause 8.4.1, we shall, in relation to any Relevant Personal Data processed by us in our capacity as data processor:

(a) process that Relevant Personal Data only on the Event Owner’s instructions unless we are required to process such Relevant Personal Data otherwise by the laws of the UK or any member of the European Union or by the laws of the European Union applicable to an Event Owner. Where we are relying on such applicable laws as the basis for processing Relevant Personal Data, we shall notify the Event Owner of this before performing the processing required by such applicable laws unless those applicable laws prohibit us from so notifying the Event Owner;

(b) ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Relevant Personal Data and against accidental loss or destruction of, or damage to, Relevant Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that all our personnel who have access to and/or process Relevant Personal Data are legally obliged to keep the Relevant Personal Data confidential;

(d) not transfer any Relevant Personal Data outside of the UK unless the Event Owner’s prior written consent has been obtained and the following conditions are fulfilled:

(A) the Event Owner or we have provided appropriate safeguards in relation to the transfer;

(B) the data subject has enforceable rights and effective legal remedies;

(C) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Relevant Personal Data that is transferred; and

(D) we comply with reasonable instructions notified to us in advance by the Event Owner with respect to the processing of the Relevant Personal Data;

(e) assist the Event Owner, at the Event Owner’s cost, in responding to any request from a data subject and in ensuring compliance with the Event Owner’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and otherwise to comply with the Event Owner’s obligations under the Data Protection Legislation to respond to requests from data subjects or exercise of the rights of data subjects or information mandated to be provided to data subjects;

(f) notify the Event Owner without undue delay and in any event within 96 hours of the point at which we become aware of any Relevant Personal Data breach or other security incident affecting or relating to Relevant Personal Data;

(g) at the Event Owner’s written direction, delete or return Relevant Personal Data and all copies of it to the Event Owner on termination of this Reattendance User Agreement or at any other time unless required or permitted by applicable law to store the Relevant Personal Data; and

(h) maintain complete and accurate records and information to demonstrate our compliance with this Clause 8.4 and relevant provisions of the Data Protection Legislation;

8.4.6 the Event Owner consents to us appointing third-party processors of Relevant Personal Data provided we enter into or (as the case may be) will enter into a written agreement with that third-party processor, which agreement shall contain provisions which comply with the Data Protection Legislation and which, in any event, are no less onerous than those imposed under this Clause 8.4; and

8.4.7 we may, at any time on not less than 30 days’ notice, revise this Clause 8.4 by replacing it with any applicable controller-to-processor standard clauses or similar terms forming part of an applicable certification scheme.

8.5 Failure by the Event Owner to abide by the obligations listed in this Clause 8 may result in disciplinary action up to and including account suspension.

9. STANDARDS

9.1 Standards: We warrant that in everything we do we shall use reasonable care and skill.

9.2 Exclusions: Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

9.3 Other jurisdictions: Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

9.4 Attendees: For any Attendee who is a consumer nothing in this Reattendance User Agreement affects that Attendee’s statutory rights as a consumer.

10. LIABILITY

10.1 No guarantee: We try to keep ourselves and our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Notification functionality in the Services may not occur in real time. Such functionality is subject to delays beyond our control.

10.2 Your responsibility: You accept sole responsibility for the legality of your actions under laws applying to you. If you are an Event Owner, you also accept sole responsibility for the legality of any Items or Events.

10.3 Verification: As is well understood about the Internet, techniques to verify the accuracy and truth of information provided by users are not fool-proof and user verification on the internet is difficult. We cannot and do not confirm, and we are not responsible for ensuring, the accuracy or truthfulness of users' purported identities or the validity of the information which they provide to us or post on our or through Reattendance.

10.4 Exclusions: We (including our group companies, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses (such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption) or for any losses which are not reasonably foreseeable by us arising, directly or indirectly or otherwise from:

10.4.1 your or anyone’s use of or inability to use our Services;

10.4.2 guidance provided by us;

10.4.3 delays or disruptions in our Services;

10.4.4 viruses or other malicious software obtained by accessing, or linking to, our Services;

10.4.5 glitches, bugs, errors, or inaccuracies of any kind in our Services;

10.4.6 damage to any hardware device from the use of any Services;

10.4.7 the content, actions, or inactions of third parties in connection with Reattendance or our Services;

10.4.8 a suspension or other action taken with respect to a Reattendance account;

10.4.9 your breach or any user’s breach of the Reattendance User Agreement or our policies; or

10.4.10 your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to this Reattendance User Agreement, our policies or the available functionality and/or performance of Reattendance.

10.5 Limit of liability: Regardless of Clauses 10.1 to 10.4, if we are found to be liable to you, our liability to you or to any third party is limited to the greatest of:

10.5.1 if related or connected to, or arising out an Item, up to the price the Item was listed for sale on Reattendance;

10.5.2 if related or connected to, or arising out of a group of Items (for example an Event or for example a collection of three presentations by the same presenter), up to the price those Items were collectively listed for sale on Reattendance;

10.5.3 if you are an Event Owner, in any event (and including any amount we are liable to you pursuant to Clauses 10.5.1 and 10.5.2) the total amount of monies which were payable by you to us in the 12 months before the happening of the circumstance giving rise to the liability; or

10.5.4 £100.

10.6 Savings: Nothing in this Reattendance User Agreement shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

11. COMPENSATION DUE TO US

11.1 You will compensate us in full (and our officers, directors, agents, group companies  and employees) as a debt for any losses or costs, including reasonable legal fees, we incur arising out of:

11.1.1 any breach by you of this Reattendance User Agreement,

11.1.2 your (and if you are an Event Owner, for your Expo Companies’ and their Attendees’) improper use of our Services or Reattendance;

11.1.3 breach of any law by you; or

11.1.4 breach by you of the rights of a third party.

12. GENERAL

12.1 Invalidity: If any part of this Reattendance User Agreement is held to be invalid, void or for any reason unenforceable, that specific part shall be struck out and shall not affect the validity and enforceability of the remaining parts.

12.2 Set-off: You agree that we may at any time and without notice set-off any of the amounts held in user accounts held or controlled by you with any fees, charges or other amounts you owe us. Our right to set-off means that we may deduct such fees, charges or other amounts mentioned in this Clause 12.2 from any credit balance held or controlled by you.

12.3 Assignment: You may not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Reattendance User Agreement or any right, benefit or interest under it nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent.

12.4 Headings: Headings of clauses (like ’12. GENERAL’) and sub-clauses (like ’12.4 Headings:’) are for reference purposes only and do not limit the scope or extent of any section and are not to be used to interpret any section.

12.5 Waiver: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Reattendance User Agreement.

12.6 Your disputes with other users: If you have a dispute with one or more users, you release us from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

12.7 Relationships: No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Reattendance User Agreement. A person who is not a party to this Reattendance User Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Reattendance User Agreement but this does not affect any right or remedy of a third party specified in this Reattendance User Agreement or which exists or is available apart from that Act.

12.8 Entire agreement: The Reattendance User Agreement and all policies posted on Reattendance are the entire agreement between you and us and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. You acknowledge that in entering into this Reattendance User Agreement you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Reattendance User Agreement. You also agree that agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Reattendance User Agreement.

12.9 Survival: The following clauses survive any termination of this Reattendance User Agreement: 1, 2, 4.5, 4.6, 4.8, 4.9, 4.10, 4.11, 4.12, 5, 6, 7, 8, 10, 11, 12 and 13.

12.10 Notices: Legal notices shall be served by registered post to Reattendance Limited, CS Innovation Centre, Mewburn Road, Banbury, Oxon, OX16 9PA, United Kingdom. We shall send notices to you by email to the email address you provide to us during any registration process (or other communication) or other address we may have for you (and if we do not have one, we shall contact you through notices on Reattendance). For notices by email, notice to you shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. For other notices, notice to you shall be deemed given 24 hours after the notices is posted (out or up). Alternatively, we may give you legal notice by registered mail to any address provided during the registration process. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.

13. DISPUTES

13.1 Disputes between an Event Owner and an Attendee: Most sales from Event Owners to Attendees on Reattendance go smoothly, but if there's a problem with a transaction or if a dispute arises between an Attendee and an Event Owner, we strongly encourage both parties to contact the other and attempt to resolve it. If you cannot do this then you should contact our customer support team directly on support@reattendance.com.  We will attempt to facilitate a resolution between both; and we may, acting reasonably, determine who should prevail in that dispute. Both Attendees and Event Owners agree to accept our determination as final and binding and not subject to appeal. However, ultimately it is for the Event Owner and Attendee to communicate with each other and resolve any issues.

13.2 Disputes between you and us: If a dispute arises between you and us, we strongly encourage you to first contact us directly to seek a resolution by our customer support team on support@reattendance.com.  A copy of our internal complaints handling procedure is available by email on request. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as alternatives to litigation. You and we both agree to submit to the exclusive jurisdiction of the English courts, unless you are an Attendee who is a consumer in which case you may being any case in the courts of the country where you live.

14. GOVERNING LAW

14.1 Governing law: Any claim, dispute or matter arising under or in connection with this Reattendance User Agreement shall be governed and construed in all respects by the laws of England.