Legal & Branding
Terms & Conditions that apply to all TM Forum Demonstration Program/Catalyst Contracts
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.
A. Failure to sign the contract according to the schedule in Section II will prevent the member company from participating in the Demonstration project.
B. If the Demonstration Participant fails to pay fees outlined under Section I and by date outlined under Section II, the following shall occur:
- TM Forum shall have the right to withdraw company name from all print and web advertising.
- Suspension of the member company from current and future Demonstration participation.
CATALYST CHAMPION/PARTICIPANT DELIVERY REQUIREMENTS:
Please forward the following items to [email protected] at least 9 weeks prior to event. Receipt after this date cannot guarantee inclusion.
- Forward a copy of your 4-color logo in a vectored EPS file
- Forward a 50 word maximum corporate/product description and contact information.
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.
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.
If TM Forum cancels the sponsorship/exhibit for any reason, including upon the occurrence of an event of Force Majeure (and excluding only failure of payment by Sponsor/Exhibitor), the Sponsor/Exhibitor shall provide TM Forum an opportunity to reschedule the event/workshop. If an agreed rescheduling cannot be reached, the Sponsor/Exhibitor can receive full credit towards any future TM Forum products. The Sponsor/Exhibitor can, upon verification of full payment, request a refund. Only the amount received by TM Forum can be refunded or credited to the Sponsor/Exhibitor.
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.
Participant agrees to carry commercial general liability insurance or self-insurance in an amount of not less than ($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 Show. Participant further agrees to require any agent, subcontractor and/or vendor employed by Participant to carry commercial general liability insurance in an amount of not less than ($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 Show. Upon TM Forum’s request, Participant shall provide TM Forum with a Certificate of Insurance evidencing such coverage and naming TM Forum as a named additional insured. Such Certificate must provide that TM Forum shall receive at least thirty (30) days notice of cancellation or non-renewal. Participant also agrees to secure and keep in full force and effect throughout the term of this Agreement a worker’s compensation policy covering all employees of Participant involved in the performance of this Agreement, whether or not such work is performed at the location of the Show.
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 delivery company or vendor 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.
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.