Legal & Branding

Terms & Conditions that apply to all TM Forum Sponsorship, Exhibitorship, Catalyst and General Event Contracts

Last updated February 8, 2021

Entire Agreement. These terms and conditions (the “Terms and Conditions”), together with the agreement to which these Terms and Conditions apply (and any other terms incorporated by reference therein) (the “Contract”) constitute the sole and entire agreement between you and TM Forum, A New Jersey Non Profit Corporation (“TM Forum”) (each, a Party”) with respect to the matters set forth herein and supersedes and incorporates any and all prior or oral and/or written statements and representations on such matters by you or TM Forum (the “Agreement”).
Cancellation
1. The sponsor, exhibitor, Catalyst participant or champion, or other Event (as defined hereinafter) participant (the “Participant”) who subsequent to signing the Contract wishes to cancel its exhibit, sponsorship, Catalyst participation, or other participation (the “Participation”) in a TM Forum event, workshop, or other engagement, whether in-person, virtual, or other format (the “Event”) and/or terminate the Contract must do so by email to [email protected]. TM Forum will not accept voicemail cancellations or terminations. For the avoidance of doubt, a termination of the Contract shall constitute a cancellation of the Participation and result in Cancellation Charges as set forth below. TM Forum may terminate this Agreement (including the Contract) upon written notice to Participant in the event the Participant commits any material breach of this Agreement (including for the avoidance of doubt these Terms and Conditions and the Contract) and fails to cure such breach within thirty (30) days after written notice of such breach. In the event that TM Forum or the Participant cancels the Participation in accordance with the terms herein, the Contract and this Agreement shall automatically terminate.
2. All cancellations of the Participation or termination of the Contract or this Agreement are subject to the following “Cancellation Charges” to be paid by the Participant, with the sole exception of the Catalyst Cancellation Charges set forth in the applicable Catalyst Contract, which Catalyst Cancellation Charges supersede this Section 2.2 in case of conflict with this Section 2.2:
  1. Eight (8) months or more prior to the Event start date, fifty percent (50%) of the total cost of the Participation cancelled.
  2. More than four (4) months and less than eight (8) months prior to the Event start date, eighty percent (80%) of the total cost of the Participation cancelled.
  3. Four (4) months or less prior to the Event start date, one hundred percent (100%) of the total cost of the Participation cancelled.
3. The Cancellation Charges apply to the cost of the cancelled portion of exhibit space on a pro rata basis should the Participant reduce the size of the contracted space.
4. TM Forum will not accept any cancellation or termination by the Participant of the obligations agreed to pursuant to the Contract (including for the avoidance of doubt these Terms and Conditions), unless otherwise expressly permitted by the Contract. This Agreement (including for the avoidance of doubt the Contract and these Terms and Conditions) is binding on each Party’s successors and permitted assigns.
5. All Cancellation Charges are payable immediately upon cancellation/reduction of the Participation or termination of the Contract or this Agreement.
6. The Participant and TM Forum stipulate and agree that all Cancellation Charges and the retention of the Participant’s payments pursuant to this Section 1 and Section 2 of these Terms and Conditions constitute liquidated damages that are compensation and not a penalty. The Parties further stipulate and agree that: (a) TM Forum’s damages in the event of a cancellation or termination would be impossible or very difficult to estimate, (b) the Parties are accordingly agreeing to liquidated damages as set forth herein, and (c) the Cancellation Charges and retention of the Participant’s payments are a reasonable forecast of TM Forum’s probable damages in the event of a cancellation or termination. The Cancellation Charges and retention of the Participant’s payments shall be TM Forum’s sole and exclusive remedy, and the Participant’s sole liability and entire obligation, for a cancellation or termination. The Participant further stipulates and agrees that the Cancellation Charges and retention of the Participant’s payments are in consideration of (and compensation for the cost of) TM Forum having reserved the Participation opportunity for the Participant until the date of cancellation or termination, thereby losing or deferring the opportunity to provide the Participation opportunity to others, as well as incurring other performance and administrative costs.
7. Payment due may not be applied to any other TM Forum activity, service, or product.
8. Upon any termination of the Contract or this Agreement (including any termination of the Participation), the following Sections of these Terms and Conditions shall survive: 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 24, 27, and the Data Processing Agreement.
Invoice Payments
1. TM Forum accepts payment by bank transfer or credit card (Discover, Visa, MasterCard, or American Express).
2. All transactions by credit card will incur a three percent (3%) service fee payable by the Participant.
3. The Participant will raise any good faith disputed charge(s) within five (5) days after receipt of the invoice. TM Forum will work with the Participant to resolve any such disputed charges, the payment of which will be due upon the Participant’s receipt of the invoice after resolution of the dispute. All undisputed charges in any invoice shall be payable in the manner set forth in Section 2.4 below.
4. If TM Forum does not receive payment of any undisputed amounts in an invoice within thirty (30) days of the due date, (a) TM Forum may impose a finance charge at the rate of the lesser of one and a half percent (1.5%) per month (eighteen percent (18%) annual rate) or the maximum allowed by law on the unpaid balance commencing on the invoice date, and (b) TM Forum may suspend the Participant’s right to engage in the Participation until all undisputed amounts have been paid.
5. For Catalyst participants and champions only: A failure to sign the Contract according to the Schedule in Section II thereof will prevent the Participant from participating in the demonstration project. If the Participant fails to pay any fees outlined under Section I of the Contract by the date outlined in Section II of the Contract, TM Forum has the right, in its sole discretion, to withdraw the Participant from all print, web, and other advertising and/or to suspend the Participant from current and future Participation in a demonstration project.
Trademark Use
1. The Participant hereby grants to TM Forum a limited, non-exclusive, worldwide, non-transferable, sublicensable, royalty-free and fully paid-up right and license, for the duration of the Contract, to use the Participant names and trademarks that the Participant makes available to TM Forum, solely for the purpose of performance under this Agreement (including on the materials described in Section 4 below, as applicable, and any other materials related to the Participation and marketing thereof).
2. TM Forum shall not have or acquire any ownership rights in the Participant marks as a result of this Agreement. All use and the goodwill created from TM Forum’s use of the Participant marks shall inure solely to the benefit of the Participant.
3. The Participant hereby represents that the graphics of its marks that it provides to TM Forum for the purpose of TM Forum’s performance under the Contract meets the Participant’s internal brand guidelines and do not infringe, violate, or misappropriate any third-party intellectual property or proprietary right.
Participation Delivery Requirements
1. Sponsors and Exhibitors
  1. The Participant must forward all specified marketing content and copy of its marks to [email protected] at least nine (9) weeks before the start date of the Event. If TM Forum receives such materials after this date, TM Forum cannot guarantee inclusion.
    1. Corporate Sponsors (Diamond, Platinum, Gold, Silver), the following deliverables as well as any other deliverables agreed upon between the Parties:
      1. Four (4) color logo in a vectored eps file for inclusion on website, signage, and onsite guide/mobile app.
      2. Corporate/ product description and contact information.
    2. Executive Connect, Conference Forum/Summit Sponsorships and Round Table Sponsorships, the following deliverables as well as any other deliverables agreed upon between the Parties:
      1. Four (4) color logo in a vectored eps file for inclusion on website, signage, and onsite guide/mobile app.
    3. Activity/Specialty Sponsorships, the following deliverables as well as any other deliverables agreed upon between the Parties:
      1. Four (4) color logo in a vectored eps file for website, signage, and onsite guide/mobile app.
      2. One (1) color logo in a vectored eps file and 1 PMS or Pantone color for your logo to be produced on a white napkin, where necessary.
    4. Merchandise Sponsorships, the following deliverables as well as any other deliverables agreed upon between the Parties:
      1. Four (4) color logo in a vectored eps file for website, signage, and onsite guide/mobile app. Please note a second item may be requested as identified below. Note, on-site banner sponsors only need to provide artwork as listed below.
    5. Sponsors of Conference Pens, Conference Badge Holders/Lanyards, Portfolio and Notebooks are also to provide a 1 color logo in a vectored eps file and 1 PMS or Pantone color for your logo to be produced on the merchandising item.
    6. Delegate Bag Sponsor is also to provide a full color logo in a vectored eps file for the logo to be produced on the delegate bags.
    7. All other Participants, the following deliverables as well as any other deliverables agreed upon between the Parties:
      1. Forward a copy of your four (4) color logo in a vectored EPS file.
      2. Forward a fifty (50) word maximum corporate/product description and contact information.
  2. Submission details will be included in the exhibitor zone or virtual equivalent for this Event.
2. Catalysts (participants and champions)
  1. Please forward the following items to [email protected] at least nine (9) weeks before the start of the Event. Receipt after this date cannot guarantee inclusion.
    1. Forward a copy of your 4-color logo in a vectored EPS file.
    2. Forward a 50 word maximum corporate/product description and contact information.
3. If you have any questions regarding these procedures, please contact [email protected].
Governing Law and Dispute Resolution
1. All disputes arising out of this Agreement (including for the avoidance of doubt these Terms and Conditions and the Contract) that are not disposed of by agreement between the Parties hereto will 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, to the fullest extent permitted under applicable law. The Parties agree that any decision rendered by the arbitrator as provided herein shall be binding on both Parties as though issued by a court that would otherwise have jurisdiction over such issues.
2. The Parties agree that this Agreement shall be governed by and interpreted and construed in accordance with the internal substantive laws of the State of New Jersey without regard to its conflicts of laws rules or principles.
3. 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.
4. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING ANY ACTION, LAWSUIT, OR PROCEEDING AS A CLASS OR COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING IN WHICH ANY PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.
Force Majeure; Cancellation or Rescheduling of Event
1. Neither Party hereto will be liable for defaults or delays under this Agreement (including for the avoidance of doubt these Terms and Conditions and the Contract) (except for payment obligations) by reason of force majeure which shall include, whether foreseeable or unforeseeable, strikes, lockouts, riot, labor shortages, explosion, accident, epidemic, pandemic, quarantine, flood, sabotage, power failure, acts of God, natural disasters (including earthquakes, hurricanes, blizzards and tornados), fire, war or warlike acts, civil insurrection or disturbance, changes in law, governmental interference, regulations or restrictions (including travel restrictions, restrictions on capacity or limitations on crowd size), loss of venue, circumstance that prevents a material number of delegates from attending the Event, or other circumstances beyond their control (each, a “Force Majeure Event”). To the extent that a Force Majeure Event makes the holding and provision of an Event impracticable or impossible, TM Forum is entitled to cancel, reschedule, or reformat such Event.
2. For the avoidance of doubt, TM Forum shall have the right to cancel, reschedule, or reformat the Event for any reason, including, without limitation, due to the occurrence of a Force Majeure Event. If TM Forum cancels the Event for any reason, including, without limitation, upon the occurrence of a Force Majeure Event, the Participant shall provide TM Forum an opportunity to reschedule or reformat the Event or otherwise mitigate the impact of the Force Majeure Event. If a rescheduling or reformatting cannot be consummated, and TM Forum cannot otherwise mitigate the impact of cancellation, rescheduling, or reformatting of the Event, the Participant can request credit toward future TM Forum products or services in the same calendar year. For purposes of calculation of credit, TM Forum, in its sole discretion, is entitled to limit issuance of credit including based on an amount equal to a pro-rated share of the total costs and expenses incurred by it in respect of the Event from the fees it has received from the Participant. If the fees received from the Participant are less than such costs and expense or no fees have been paid, TM Forum is entitled to submit an invoice payable within thirty (30) days in respect of the outstanding balance. The Participant acknowledges and agrees that the foregoing provides the Participant’s sole and exclusive remedy in the event an Event is cancelled, rescheduled, or reformatted and TM Forum cannot otherwise mitigate the impact of the Force Majeure Event or other event that prompted the cancellation, rescheduling, or reformatting of the Event.
Indemnification
1. The Participant releases and agrees to defend, indemnify, and 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 (a) any intentional or negligent act or omission of the Participant, or any act or omission of the Participant’s agents, Event attendees associated with or registered by or on behalf the Participant, delivery companies, vendors or subcontractors at the Event, including but not limited to property damage, death or personal injury caused to or by the Participant and/or its delivery companies, agents, vendors or subcontractors, (b) any breach of these Terms and Conditions or the Contract by the Participant, (c) infringement, violation, or misappropriation claim of third-party intellectual property or proprietary rights, and (d) breach of the Attendee Terms and Conditions by attendees registered by or on behalf of the Participant.
2. TM Forum releases and agrees to defend, indemnify, and hold harmless the 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 Event, including but not limited to property damage, death and personal injury caused to or by TM Forum and/or its agents.
Insurance
1. The Participant agrees to carry commercial general liability insurance or self-insurance in an amount of not less than one million US dollars (USD 1,000,000.00) for personal injury, death, or property damages in any one occurrence against any claims for personal injury, death, or property damage incident to, arising out of, or in any way connected with, any activities of the Participant conducted at the Event. Participant also agrees to maintain statutory worker’s compensation coverage in accordance with the local law where the Participation will be performed and employers liability insurance with a minimum policy limit of one million US dollars (USD 1,000,000.00) each accident/one million US dollars (USD 1,000,000.00) each disease/one million US dollars (USD 1,000,000.00) policy limit. If any Participant personnel will drive a vehicle in the course of performing under this Agreement, then Participant agrees to provide business automobile liability coverage insuring bodily injury and property damage with a combined single limit of not less than one million US dollars (USD 1,000,000.00) per accident for non-owned and hired vehicles.
2. The Participant agrees to require any agent, subcontractor, and/or vendor engaged by the Participant to carry commercial general liability insurance in an amount of not less than one million US dollars (USD 1,000,000.00) for personal injury, death, or property damages in any one occurrence against any claims for personal injury, death, or property damage incident to, arising out of, or in any way connected with, any activities of the Participant and/or such agent, subcontractor and/or vendor conducted at the Event.
3. Upon TM Forum’s request, the Participant will provide TM Forum with a certificate evidencing such coverage and TM Forum as a named additional insured. Such certificate must provide that TM Forum will receive at least thirty (30) days’ notice of cancellation or non-renewal.
4. The Participant agrees to secure and keep in full force and effect throughout the term of the Contract a worker’s compensation policy covering all employees of the Participant involved in the performance of the Contract, whether or not such work is performed at the location of the Event.
5. The parties agree that it is the Participant’s responsibility to take out and maintain for the Event a contract of insurance providing cover of any losses of the Participant in the event of Event cancellation for any reason by either Party.
Limitations of Liability
1. The Participant agrees that TM Forum and the event venue hosting hotel / convention center will not, under any circumstances, be liable for loss or damage to the goods or properties of the Participant. At all times, such goods and properties remain in the sole possession, custody, and control of the Participant. The Participant engages in the Participation entirely at its own risk and TM Forum accepts no liability, whether in contract or in tort (including negligence), to the Participant arising out of or in connection with the Participation or the acts or omissions of the Participant or its employees, agents, subcontractors, or visitors in relation thereto, except as expressly set forth in Section 7.2. In particular (but without limitation) the Participation do not accept responsibility for the performance by any Participation contractor in carrying out its obligations to the Participant or for any other act or omission of any such contractor, whether or not the contractor has been appointed as the exclusive provider of any class of goods or services to the Participant.
2. THE PARTICIPATION AND THE EVENT ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AND TM FORUM DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. The Participant acknowledges that, in entering into this Agreement, it has not relied upon any representation made by or on behalf of TM Forum not expressly made in the Contract.
3. TM FORUM’S TOTAL LIABILITY TO THE 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 WILL, UNDER NO CIRCUMSTANCES, EXCEED THE AMOUNT PAID BY THE PARTICIPANT TO TM FORUM PURSUANT TO THIS AGREEMENT. NEITHER TM FORUM NOR THE 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.
Miscellaneous
1. The Participant may not assign, transfer, or delegate this Agreement (including for the avoidance of doubt the Terms and Conditions and the Contract), or its obligations or rights therein, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving corporation), operation of law, purchase of all or substantially all of the business of Participant (each a “Change of Control”), or any other manner, without the prior written consent of TM Forum, which consent shall not be unreasonably withheld. TM Forum may assign or delegate this Agreement (including for the avoidance of doubt the Terms and Conditions and the Contract) or any of its obligations or rights herein to a TM Forum affiliate, subsidiary, and a successor, including in the event of a Change of Control. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
2. TM Forum may revise or update these terms and conditions from time to time in TM Forum’s sole discretion, without prior written notice to the Participant. All amendments shall automatically be effective immediately when published on the TM Forum website or otherwise made available to the Participant. The Participant agrees that it is the Participant’s responsibility to consult the TM Forum website to obtain the then-current terms and conditions applicable to the Contract. The Participant’s continued use of TM Forum services or attendance at the Event, or performance under the Contract constitutes the Participant’s acceptance of the then-current terms and conditions.
3. TM Forum reserves the right at any time to change the format, speakers, participants, content, location, and timing or any other aspect of the Event for any reason, whether or not due to a Force Majeure Event (as defined in Section 7), in each case without liability.
4. The Participant acknowledges and agrees that TM Forum, in its sole discretion, reserves the right to change any and all aspects of the Event, including but not limited to, the Event name, themes, content, program, speakers, performers, hosts, moderators, venue, and time. No refunds will be granted in the event of cancellation of speakers or changes in line-up of the Event programming.
5. TM Forum has contracted with third parties to provide high-quality virtual experiences. TM Forum does not guarantee that the Event (to the extent virtual) will operate without any interruptions or malfunctions. TM Forum gives no assurances or guarantees about the availability, quality, operation, or support services for data traffic on the networks or lines of the Participant’s Internet provider. TM Forum has no liability or responsibility if the Event is interrupted, partially restricted, otherwise inaccessible in whole or in part as a result of an event beyond the reasonable control of TM Forum, even if TM Forum theoretically could have protected against such event.
6. Should a court of 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 construed as if the invalidated portions were not originally included in this Agreement.
7. The Participant acknowledges that the Cancellation Charges are not a penalty and are reasonable compensation to TM Forum for having reserved the opportunity and/or exhibit space for the Participant until the date of cancellation, thereby losing or deferring the opportunity to provide the same service and/or exhibit space to others, as well as incurring other costs. The Participant acknowledges that the limitation on a refund or credit in case of cancellation of the event/workshop due to a Force Majeure Event is reasonable, and that TM Forum, at its sole discretion, when issuing credit, may take into account its ability to do so based on its financial standing, the impact thereof on the best allocation to spend membership funds, and any insurance claim or payment to the Participant or TM Forum for respective losses. TM Forum will take reasonable steps to mitigate the impact of a Force Majeure Event.
8. Participant is responsible for complying with: i) all laws and regulations applicable to content, contribution, activities, and business in each of Participants’s relevant jurisdictions and ii) import, export, and economic sanction laws and regulations, including any defense trade control regime of any jurisdiction and those of the United States that prohibits or restricts the export, re-export, import or transfer of technology, data, software, services or products, whether indirectly or directly, to or for the benefit of restricted end users, applications or countries. Any Participant who does so (i) transfer, export, re-export, or import material(s) or (ii) uses any of TM Forum’s service(s) in a jurisdiction external to the location of Participant’s business or individual address, does so at their own liability and accepts and acknowledges that TM Forum does not and shall not serve as the transferor, exporter, or importer of such material and shall have no liability for same. Any use of TM Forum services for an unlawful purpose will result in immediate termination of access to all or any portion of TM Forum applications and services at its sole discretion.
9. Except as previously disclosed in writing to TM Forum, neither Participant, nor any of its direct or indirect shareholders, directors, officers, or third-party agents, nor any of its subsidiaries (including directors, officers or third-party agents of such subsidiaries) is a person identified on any Restricted Person List. For purposes of the foregoing, “Restricted Person List” means: (i) the restricted person lists maintained by the U.S. government including the Specially Designated Nationals and Blocked Persons enforced by the Department of the Treasury’s Office of Foreign Assets Control, and the Entity, Denied Person, and Unverified List enforced by the Department of Commerce’s Bureau of Industry and Security, (ii) restricted person lists maintained or published by the European Union, the United Kingdom, and the United Nations, and (iii) or any other comparable list of persons subject to trade restrictions and/or sanctions imposed or administered by any governmental entity in any jurisdiction in which Participant operates. TM Forum reserves the right to cancel the Participation and bar Participant’s inclusion in any TM Forum activities if it determines in its sole judgment that Participant is in violation of this Section.
Exhibit Space Defaults
1. If the Participant fails to pay in accordance with the Payment Schedule contained in the Contract:
  1. TM Forum will release the contracted exhibit space and is free to rent said space to other sponsors or exhibitors;
  2. All exhibit space costs paid by the Participant will be retained by TM Forum; and
  3. Unless timely written cancellation is received by TM Forum, any outstanding instalments and/or balance payments are due and payable in consideration of TM Forum having reserved said space for the Participant until that date.
2. After a cancellation, and at the sole discretion of TM Forum, the Participant may reapply for exhibit space on a first-come, first-served basis. All monies previously paid on account will be applied in full to the Participant’s new space cost if a contract for said new space is signed. However, if the new space is smaller than the space originally contracted for by the Participant, the Participant will be held liable for a downsizing fee according to the schedule outlined in Section 2
Exhibit Space
1. The Participant requests the amount of space indicated on the Contract for expo space, booth, kiosk, table top, or other space (each, “Exhibit Space”) and represents that all information provided is accurate.
2. Use of Exhibit Space, Subletting Space. The Participant may not assign, sublet, or apportion its Exhibit Space to or with another business entity or individual without the express written approval from TM Forum. The Participant may not show or demonstrate products or services other than those manufactured or handled in the normal course of the Participant’s business. The Participant is strictly prohibited from sharing space with a person or entity that is not a member of TM Forum without prior written approval from TM Forum. In the event of a breach of this provision, TM Forum may close the offending Exhibit Space and arrange for the removal of the contents thereof, and revoke the credentials of all persons working in such Exhibit Space. The Participant will bear all costs and fees that may arise from such action.
3. Should any item from a non-exhibiting third party be required for operation of a display, identification of such item shall be limited to the regular name plate or trademark under which same is sold in the general course of business.
Delivery of Exhibit Items. If the Participant has its items delivered early, TM Forum is entitled to charge a fee of twenty-five percent (25%) of the applicable Exhibit Space fee. The Participant will make all reasonable steps to deter the delivery company from unloading items early. Should a delivery company unload exhibit items early, TM Forum will not be obliged to provide security for such items. Illegal parking or parking in unauthorized areas by the Participant’s delivery vendors may result in the delivery vehicle being towed or impounded and may result in additional fines, all at the sole expense of the Participant. TM Forum is not responsible for any fees, fines, or other charges related to early deliveries, or parking violations, all of which are at the sole expense of the Participant.
Use of Exhibit Space. The Participant represents and covenants that the Exhibit Space is to be used solely for the purpose of demonstrating its products and services, and for no other purposes without the written consent of TM Forum, for a term of use commencing at 8:00 a.m. (local time) two (2) days prior to the start date of the Event (subject to access availability) until the Event closes on last Event day. The Participant shall have the further right of access to, and limited use for the sole purpose of putting in equipment, preparing the Exhibit Space for equipment use.
Operation of Exhibits
1. Noise and Sound. Musical instruments, audio equipment, and other noise-making devices or amplifying equipment shall be operated only at a level that will not interfere with other participant’s exhibitions. TM Forum shall decide in its sole discretion what constitutes appropriate sound levels.
2. Demonstrations, distributions of literature, samples, materials, and sales activities. These activities are permitted only within the confines of the Participant’s Exhibit Space. Brochures, samples, handouts, or souvenirs may not be sold and may not be distributed in a manner that, in the judgment of TM Forum, blocks the aisles or in any way obstructs other sponsors or exhibitors or impairs the flow of attendees. Such materials also may not be sold or distributed in other locations within the Event facility unless prior arrangements have been made with TM Forum. Signage will only be permitted within the confines of the Participant’s Exhibit Space unless other signage has agreed to in writing with TM Forum.
3. Exhibits, signage, brochures, samples, handouts, souvenirs or other materials used in connection with a Participation shall not contain any racist, bigoted, hateful, defamatory, libelous, obscene, threatening, unlawful, infringing or tortious content (including any content that violates a right of privacy or publicity).
Wi-Fi
1. The Participant is not allowed Wi-Fi on any Exhibit Space unless approved in writing by TM Forum. If the Participant wishes to have Wi-Fi they will need to complete a “Wi-Fi Request Form” at a modest charge for this service.
  1. If accepted by TM Forum, the Participant hereby agrees to the applicable standard terms (broadcast power levels, etc.) and to make the corresponding payment.
  2. TM Forum may check the Participant’s Exhibit Space for Wi-Fi by TM Forum or its agent:
    1. If authorized to use Wi-Fi and in violation of the applicable terms, the Participant will be reminded to comply, including to switch off broadcast and turn off the power.
    2. If not authorized to use Wi-Fi the Participant will be required to either switch off Wi-Fi or complete the Wi-Fi Request Form and pay the applicable charge.
  3. Please contact [email protected] for the Wi-Fi Request Form.
Registration of Participant. All representatives and employees of the Participant must be properly registered for the Event and visibly wear badges at all times. Scheduled pre-Event hours will be as outlined in TM Forum exhibitor zone.
Exhibit Space Construction and Supplies
1. No additional exhibits, whether freestanding or otherwise, are allowed in conjunction with a kiosk.
2. The Participant hereby agrees to confine its Exhibit Space to the spatial limits as indicated on the floor plan. The Exhibit Space must be freestanding and self-supporting; linear configurations may not be designed to obstruct the view of nearby exhibit spaces or block exits or doorways.
3. The Participant’s Exhibit Space and use thereof shall not project beyond the space allotted nor obstruct the light, view, or space of others.
4. The Participant is responsible for damage to its own, the Event facility’s or other participant’s and attendee’s property.
5. TM Forum reserves the right to insist on a properly constructed and operated display in the interest of all participating sponsors and exhibitors. Displays not conforming to TM Forum specifications and limitations may be dismantled or modified at the cost of the Participant, in TM Forum’s sole discretion.
6. The Participant must comply with all rules and regulations of the Event facility at which the Event is being held, with regard to the construction and operation of the Exhibit Space. By way of example and not limitation, the Participant must comply with all applicable laws and regulations and rules regarding labor used for set up of the Exhibit Space including wiring and construction and food. All costs incurred in relation thereto are the sole responsibility of the Participant.
7. If the Participant has not occupied its Exhibit Space by 2:00 p.m. (local time) on day before the Event, such Exhibit Space may be resold or reassigned by TM Forum in its sole discretion and the Participant will not receive any refund or compensations whatsoever. Any additional charges arising from such default will be the responsibility of the Participant and all charges will be payable immediately by the Participant. Notwithstanding the foregoing in this Section 7, Table Top and Kiosk exhibits will not need to arrive until the first morning of the Event.
Freight Management
1. Unattended freight in the Participant’s Exhibit Space or other space at the Event as of one hour before the Event’s opening, will be removed and stored at the Participant’s sole risk and expense. The Participant is not permitted to store packing crates or empty boxes in its Exhibit Space during the Event, but instead these, when properly marked, may be stored by and returned to the Exhibit Space by the Event facility’s services contractor. Crates and boxes not properly marked or identified by the Participant may be destroyed or lost and are the sole responsibility of the Participant. Exhibit materials left unattended for two (2) hours or more after the Event closes on the last day (local time), and for which no shipping arrangements have been made and communicated to TM Forum in writing, will be considered abandoned. The Participant is responsible for any costs in disposing of such materials.
2. The Participant’s Exhibit Space must be staffed during all Event hours. The Participant may not start dismantling its Exhibit Space or otherwise start preparing Exhibit Space for dismantling before the closing time of the Event. Any early dismantling or packing shall be considered a breach of the Agreement. The Participant’s award points accumulated for exhibiting at the Event will be taken away. The Participant’s exhibit choice may be negatively affected when the Participant seeks to obtain space at a future event.
Independent Contractors
1. The Participant may only engage independent contractors/subcontractors if they comply with the Facility Requirements included below, and conform to the Event guidelines as outlined in the TM Forum exhibitor zone. All independent contractors must be prepared to submit a Certificate of Insurance to TM Forum ([email protected]) and to the exhibition center management at least seven (7) weeks before the Event. All exhibit labor must comply with the applicable law and regulations and those of established labor jurisdictions. Independent contractors must present at the TM Forum registration desk before entering the Event hall with a valid work pass and photo ID to get a work pass badge to enter the hall. No contractor will be allowed to enter the hall without a work badge from the TM Forum registration desk.
Event Facility Requirements
1. The Event facility has rules and regulations regarding the use of the facility that are incorporated into its contract with TM Forum. The Participants must comply with those rules and regulations at all times. Typically, for each type of service that the Participant might need at the Event facility, the Event facility has engaged an exclusive vendor(s). The rules and regulations of the Event facility may hold TM Forum and its sponsors and exhibitors liable for lost revenues if a sponsor or exhibitor engages a vendor(s) that is not on the list of exclusive Event facility vendor(s). If the Participant engages a vendor in breach of the Event facility’s rules and regulations or otherwise breaches those rules and regulations, the Participant will be liable to TM Forum and the Event facility for any damages that are assessed by the Event facility.
2. Food and Beverage. The Participant will adhere to the rules and regulations of the Event facility for providing food and beverage to its Exhibit Space and surrounding areas. The Participant may not engage a third party to supply food and/or beverages to the Event facility, and the Participant may not supply its own food and/or beverages.
3. Audiovisual/Computers. The Event facility may require the use of an exclusive vendor(s) for providing audiovisual and computer equipment that is needed on a temporary basis by sponsors or exhibitors at the Event facility. Any audiovisual equipment that is owned as part of the Participant’s Exhibit Space and not rented from the preferred vendors of the Event facility will not be offered technical support in the event of a problem. To order your equipment from the Event facility audio visual vendors, the Participant can obtain an order form in the exhibitor zone.
General Regulations and Public Policy
1. The Participant is charged with knowledge of all applicable laws, ordinances and regulations including those pertaining to health, fire prevention, and public safety, while participating in the exposition.
2. The Participant shall not deface any part of the Event facility in any manner, nor shall signs or other articles be posted, nailed, taped or otherwise affixed to any pillars, doors, walls, or other parts of the Event facility.
3. The Participant shall ensure that all Exhibit Space decorations meet flame proofing codes. The Participant shall not obstruct any exit, hallway, or aisle and fire control apparatus. The Participant shall have electrical equipment approved by Underwriter Laboratory. The Participant shall not use any propane and helium balloons, which are prohibited.
4. The Participant shall observe all designated ‘No Smoking’ areas.
5. The Participant’s Exhibit Space must meet local, national, and international disability regulations, including those contained in the ADA (Americans with Disability Act). The Participant shall ensure access to its Exhibit Space to all disabled attendees. The Participant shall be solely responsible for any fines or judgments arising from the Participant’s non-conforming Exhibit Space.TM forum reserves the right to refuse any Participation that, in its sole discretion, is unsuitable or unsafe for the Exhibit Space.
Interpretation and Enforcement
1. The Participant agrees that, to the extent that rules and/or regulations contained herein or that are incorporated herein by reference are subject to interpretation, TM Forum shall in its sole interpret such and the Participant shall be bound by TM Forum’s interpretation thereof. TM Forum reserves the right to adopt additional rules and regulations with regard to any aspect of the Event to assure the general success of the Event and the wellbeing of attendees and others present at the Event.
2. TM Forum has the right to decline, prohibit, deny access to, or remove the Participant’s Exhibit Space that, in its sole judgment, is contrary to the character, objectives, and best interests of the Event or suitable for its attendee audience. This reservation includes, but is not limited to, any violation of any public policy or these rules and regulations and extends to persons, objects, printed matter, products, and conduct.
Participant’s Authorized Representative
1. The Participant is responsible for its authorized representative’s compliance (and breach) of all TM Forum rules and regulations and all Event facility rules and regulations.
Participant Code of Conduct
1. ‘Be a good neighbor.’ The Participant will confine all sales activities to the boundaries of the Participant’s Exhibit Space. If the Participant breaches this Section 1, TM Forum may require Participant to leave the Event.
2. The Participant will ensure that its staff will not enter raffles, drawings, and other prize contests held at another participants Exhibit Space, as those prizes are intended for attendees and potential clients only.
3. The Participant will disburse literature, souvenirs, advertising and promotional material. samples and surveys, including magazines and other publications, from its Exhibit Space only.
4. The Participant will cooperate to keep sound levels of all A/V presentations down so that they are not audible more than three (3) feet into adjacent Exhibit Space. The Participant shall direct all speaker at the carpet or non-reflecting surface.
Demonstrations and Entertainment. TM Forum may limit or eliminate the Participant’s demonstration or entertainment if spectators overflow the Participant’s Exhibit Space into the aisles or an adjacent Exhibit Space. The Participant must arrange equipment so that Event attendees do not stand in the aisles while examining equipment or watching demonstrations.Interpretation/Construction. When a reference is made in these Terms and Conditions to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, these Terms and Conditions unless otherwise indicated. All references herein to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any Section of any statute, rule or regulation including any successor to said Section. The headings contained in these Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms and Conditions. The word “or” shall not be exclusive except where the context otherwise requires. Whenever the words “include,” “includes” or “including” are used in these Tems and Conditions, they shall be deemed to be followed by the words “without limitation.” Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. These Terms and Conditions have been fully negotiated by the Parties and shall not be construed by any governmental entity or court against either Party by virtue of the fact that such party was the drafting party. The words “herein,” “hereof,” “hereunder,” or “hereby” and similar terms are to be deemed to refer to these Terms and Conditions as a whole and not to any specific Section. The word “will” shall be construed to have the same meaning and effect as the word “shall”.

DATA PROTECTION ADDENDUM

Introduction & Definitions

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

This DPA is an addendum to the Agreement and provides further information on the role of the Parties for the purposes of any Personal Data exchanged between them as part of the Agreement.

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”), the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq., and any other applicable legislation, decision, statutory instrument or regulation in force at present or which comes into force;
“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 meaning set forth 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 together the TM Forum and the Participant entering into the Contract shall be referred to as (the “Parties”) and independently each shall be (a “Party”).

Capitalized terms used herein, but not defined shall have the meaning provided in the Agreement.

The Participant and TM Forum acknowledge and agree that the Participant and TM Forum independently determine the purpose and means of Processing Personal Data pursuant to the Contract 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 Participant 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 Participant as a result of the Contract, or any other communications provided by the attendees nor does TM Forum endorse any opinions expressed by attendees. Use of the Personal Data by the Participant is at its own risk.

The Participant shall:

ensure that all Participant 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 attendee unless they have agreed to be contacted (where consent is required or, if express consent is not required, who has informed the Participant that they do not want to be contacted);
Obtain all necessary consents from the applicable data subject in connection with its Processing of Personal Data;
not disclose the Personal Data to third parties unless such disclosure is necessary and only then in accordance with Data Protection Laws; 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 the Participant’s failure to comply with its obligations under this DPA.