Legal & Branding

Reasonableness

Participant acknowledges that the cancellation fees are reasonable compensation to TM Forum for having reserved the participation opportunity until the date of cancellation, thereby losing or deferring the opportunity to provide the participation opportunity to others, as well as incurring other costs.

Defaults

A. Failure to sign the contract according to the schedule in Section II will prevent the member company from participating in the Program.

B. If the Participant fails to pay fees outlined under Section I and by date outlined under Section II, TM Forum shall have the right to withdraw company name from all print and web advertising.

Choice of Law and Arbitration Clauses

Any and all disputes arising out of this agreement which are not disposed of by agreement between the parties hereto shall be decided solely by arbitration proceedings under the Rules and Procedures of the American Arbitration Association and such arbitration shall be held in the State of New Jersey. The parties also agree that any decision rendered by the arbitrator as provided herein shall be binding on both parties as though issued by a court which would otherwise have jurisdiction over such issues.

The parties agree that this agreement shall be governed by, interpreted and construed in accordance with the internal substantive laws of the State of New Jersey without regard to its conflicts of laws principles. Nothing herein shall prevent either party from seeking equitable relief from either a Federal or State Court of New Jersey should the need for equitable relief arise.

Force Majeure

Both parties reserve the right to terminate or cancel this agreement by reason of force majeure which shall include strikes, lockouts, riot, explosion, accident, flood, sabotage, power failure, acts of God, fire, war or warlike acts, civil insurrection or disturbance, governmental interference or restrictions, or other circumstances beyond their control, to the extent such render performance under this Agreement impossible.

Non-Liability/Hold Harmless

Participant agrees that TM Forum and the event venue hosting hotel / convention center shall not, under any circumstances, be liable for loss or damage to the goods or properties of Participants. At all times such goods and properties remain in the sole possession, custody, and control of Participant.

Participant releases and agrees to defend, to indemnify and to hold harmless TM Forum, its managers, officers, directors, sponsors, employees, and agents from and against any suit or claim including attorney’s fees arising out of any intentional or negligent act or omission of Participant at the Show, including but not limited to property damage and personal injury caused to or by Participant and/or Participant’s agents.

TM Forum releases and agrees to defend, to indemnify and to hold harmless Participant, its managers, officers, directors, sponsors, employees, and agents from and against any suit or claim including attorney’s fees arising out of any intentional or negligent act or omission of TM Forum at the Show, including but not limited to property damage and personal injury caused to or by TM Forum and/or TM Forum’s agents.

Limitation of Liability/Hold Harmless

TM FORUM’S TOTAL LIABILITY TO PARTICIPANT FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM, OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED THE AMOUNT PAID BY PARTICIPANT TO TM FORUM FOR BOOTH SPACE PURSUANT TO THIS AGREEMENT. NEITHER TM FORUM NOR PARTICIPANT SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES, DAMAGES, COSTS, OR EXPENSES WHATSOEVER. ANY ACTION BY OR AGAINST TM FORUM ARISING OUT OF, RESULTING FROM, OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL BE FILED NOT LATER THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

Participant also agrees to defend, indemnify and hold harmless TM Forum from and against any claims arising out of, or relating to, any acts or omissions of Participant’s subcontractors pursuant to the NON LIABILITY/HOLD HARMLESS clause of this agreement which is incorporated herein by reference.

Successors and Assigns

This Agreement constitutes the sole and entire Agreement between the parties with respect to the matters set forth therein, and supersedes and incorporates any and all prior or oral/written statements and representations on such matters by either of the parties hereto. Amendments to this Agreement must be made in writing and signed by both parties. This Agreement may not be assigned, and the obligations of either party hereto may not be delegated, in either case, without the prior written consent of the other party, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

Severability

Should a court competent jurisdiction declare any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement not invalidated shall govern and bind the parties and be consumed as if the invalidated portions were not originally included in this Agreement.

Data Protection Addendum

Introduction & Definitions

This data protection addendum (the “DPA”) applies to Personal Data that is being processed for the purpose of performance under any of the agreements available at https://www.tmforum.org/about-tm-forum/legal-branding/terms-conditions/ (the “Agreement”).

This DPA is an addendum to the Agreement and is incorporated into, forms part, and is subject to the terms and conditions of the Agreement. If an affiliate of the Company executed the Agreement or any ancillary documents thereto, such as a purchase order, this DPA shall apply to such affiliate in addition to the Company. This DPA provides further information on the role of the Parties for the purposes of any Personal Data exchanged between them as part of the Agreement and the obligations that apply to the Parties.

Except as specifically set forth in this DPA, the terms of the Agreement shall remain unmodified and in full force and effect. In the event of a conflict between the terms of the Agreement and the terms of this DPA, the terms of this DPA shall govern.

This DPA shall remain in effect until, and shall automatically expire upon, deletion of all Personal Data by the Parties in accordance with applicable Data Protection Laws.

The following definitions apply for the purposes of this DPA:

• “Participant” means any individual Data Subject whose personal data is Processed as a result of the Agreement.
• “Data Protection Law” means any data protection laws applicable to the processing of personal data contemplated by the Agreement including, without limitation, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”) and any other applicable legislation, decision, statutory instrument or regulation in force at present or which comes into force in any other applicable territory, each as amended, replaced, or superseded;
• “EEA” or “European Economic Area” means the European Economic Area that combines the countries of the European Union together with Iceland, Norway and Liechtenstein;
• “Personal Data,” “Data Subject,” “Controller,” “Processor,” and “Processing” shall have the meanings given to them in the relevant Data Protection Law and their cognate terms shall be construed accordingly. The definitions of Personal Data and Processing shall only apply to the extent of any Personal Data Processed and Processing undertaken for the Agreed Purposes (as defined below); and
• “Party” means each of TM Forum and the Company entering into the Agreement (together, the “Parties”)

Capitalized terms used herein, but not defined shall have the meaning provided in the Agreement. If capitalized terms used herein are not defined in the Agreement, the definitions of the applicable Data Protection Laws shall apply.

The Company and TM Forum acknowledge and agree that the Company and TM Forum independently determine the purpose and means of Processing Personal Data pursuant to the Agreement and that each of them is an independent Controller of such Personal Data;

General Provisions

Each Party shall:

• at all times comply with applicable Data Protection Laws in respect of its Processing activities;
• only Process Personal Data pursuant to the Agreement for the purpose for which it was provided by the Data Subject;
• be responsible for compliance with the obligations set out in Article 13 and Article 14 of the GDPR; and
• maintain appropriate technical and organizational measures designed to protect Personal Data against any misuse, accidental, unlawful or unauthorized destruction, loss, alteration, disclosure, acquisition, or access, including the use of industry-recognized security standards such as ISO 27001 or similar standards.

TM Forum shall ensure that any Personal Data it transfers to the Company has been obtained and processed in accordance with applicable Data Protection Laws.

TM Forum does not represent or guarantee the truthfulness, accuracy, or reliability of any Personal Data made available to the Company as a result of the Agreement, or any other communications provided by Participants, nor does TM Forum endorse any opinions expressed by Participants. Use of Personal Data by the Company is at its own risk.

The Company shall:

• ensure that all Company staff Processing Personal Data are subject to obligations of confidentiality so as to ensure that the Personal Data is kept safe and secure;
• not use the Personal Data for any unlawful marketing, advertising, or other promotional purpose including to contact any Participant unless they have agreed to be contacted (where consent is required or, if express consent is not required, who has informed the Company that they do not want to be contacted);
• not disclose the Personal Data to third parties unless such disclosure is necessary and only then in accordance with the Data Protection Law; and
• indemnify TM Forum in respect of all losses, damages, costs, expenses and other liabilities (including legal and other professional fees) incurred by or awarded against TM Forum and/or its affiliates and relating to a third-party claim to the extent it results from Company’s failure to comply with its obligations under this DPA.