These terms and conditions (the "Terms") apply to all Participants at Events (in each case as defined below). Your registration for and/or attendance at an Event indicates your agreement to these Terms. Please read them carefully. They include a limitation of liability and an indemnification obligation that affect your legal rights.

1. Definitions

In these Terms the following capitalized words and expressions have the meanings set out against them below:

Conexus Group Inc., a corporation incorporated in the State of Delaware, doing business as Conexus, whose principal place of business is at 389 5th Ave, Suite 504, New York, NY 10016, USA ("Conexus," "we," "us," "our").

"Ancillary Event": any excursion or event, including a field trip, networking event, site visit, boat trip, or other excursion arranged by Conexus for Participants at an Event.

"Ancillary Terms": any supplementary terms and conditions applicable to an Ancillary Event.

"Business Day": a day, other than a Saturday, Sunday, or U.S. federal or New York State public holiday, on which commercial banks are open for general business in New York, New York.

"Content": materials, data, information, and products provided by Conexus or its event partners at, relating to, or forming part of the Event.

"Privacy Laws": all U.S. federal, state, and local laws applicable to the privacy and security of personal information, including the New York SHIELD Act and any other state privacy law applicable to a given Participant, as amended from time to time.

"Event": an event operated by or on behalf of Conexus including a conference, exhibition, convention, congress, summit, seminar, webinar, meeting, workshop, award dinner, gala, public training, private or bespoke training, Ancillary Events, and Online Events.

"Event Confirmation": our written (including digital) confirmation of your registration for a place at that Event.

"Event Dates": the dates on which the Event is scheduled to take place.

"Event Marks": trademarks and service marks owned by or licensed to Conexus relating to the Event.

"Event Sponsor": a person or company which has entered into a sponsorship agreement with Conexus or its partners in relation to an Event.

"Event Venue": the venue at which a physical Event is held.

"Fee": the fee payable in U.S. dollars by a Participant (or Sponsor on behalf of a Participant) in order to attend an Event.

"Force Majeure": has the meaning given in the Force Majeure section below.

"Intellectual Property Rights": all intellectual property rights anywhere in the world, including patents, copyrights, moral rights, trademarks and service marks, trade names, domain names, goodwill, design rights, database rights, trade secrets, and confidential information, whether registered or unregistered, together with all applications and renewals relating to them.

"Losses": actions, damages, claims, liabilities, costs, losses, and expenses (including, without limitation, reasonable attorneys' fees).

"Online Event": an online, virtual, or non-physical conference, exhibition, convention, congress, summit, seminar, webinar, meeting, workshop, award dinner, public training, private or bespoke training, or other event.

"Online Event Platform": any website, platform, forum, or other online environment used by Conexus for the purposes of hosting an Online Event.

"Online Event Platform Terms": any additional terms and conditions applicable to registration for and/or attendance at an Event on an Online Event Platform.

"Participant / You / Your": an individual who attends an Event in any capacity other than as a representative of Conexus or of the Event Venue or Online Event Platform.

"Registration Details": the personal information provided by Participants when they register to attend an Event.

"Software": the online software applications made available for access or download from our or our supplier's or event partner's websites in relation to any Event or Content.

"Sponsor Delegate": a Participant who attends an Event on behalf of, or using an invitation provided by, an Event Sponsor using a delegate pass (including digital) issued to the Event Sponsor as part of the agreed sponsorship package; any reference in these Terms to Participant shall include Sponsor Delegates unless expressly stated otherwise.

2. Registration for Events

Validly registering for an Event shall entitle you to admittance to that Event as a Participant, subject to these Terms. Any optional extras may incur an additional cost above the basic registration Fee.
The Registration Details of each Participant must be registered with us not less than two Business Days before the start of the Event. We reserve the right to exclude from any Event any individual whose name does not appear on our register of Participants at the start of the Event.
If you register for an Event as a representative of a company or other organization, you confirm that you have authority to agree to these Terms on behalf of that organization and shall ensure that Participants from that organization are made aware of, and bound by, these Terms.
When registering, you must provide accurate and complete Registration Details. It is your responsibility to inform us of any changes (including your email address) by updating your details on the relevant website or by contacting us using the details in your Event Confirmation.
It is your responsibility to inform us of any disability, accessibility, or dietary requirements at the time of registration and no later than two Business Days in advance of the Event. We will use commercially reasonable efforts to accommodate accessibility requests consistent with the Americans with Disabilities Act and applicable New York law. Dietary requests made fewer than two Business Days before an Event may not be available.
All registrations for Events are subject to availability and to acceptance by Conexus in its sole discretion.
Where an Event requires an event pass, you may be required to provide evidence of your identity. Participants must keep their event pass on them at all times, and Conexus reserves the right to refuse entry to Participants who fail to produce a pass when requested.
If your event pass is lost, misplaced, stolen, or forgotten, a replacement will only be issued at the sole discretion of Conexus and may be subject to purchase at the prevailing on-site Participant rate.
By registering for and/or attending the Event, you acknowledge that photographs, audio, and video may be recorded at the Event. You grant Conexus an irrevocable, royalty-free, worldwide license to use your photograph, image, voice, and likeness as captured at the Event in marketing, promotional, and other materials, including social media, websites, and print, without further approval or payment. If you do not wish to be photographed, please notify the photographer or a Conexus representative during the Event, and we will use commercially reasonable efforts to comply.
Participants may not sell, transfer, or share their event passes. Registered Participants may be substituted by other individuals at no extra cost by written notice to Conexus at any time, subject to compliance with these Terms.
All event passes are the property of Conexus and must be returned upon request. Attendees found wearing falsified event passes and/or sharing or swapping event passes shall be required to leave the Event.

3. Attendance Requirements

Each Participant shall:

observe the rules, policies, and procedures of the Event Venue, including those relating to health and safety, and any reasonable instructions issued by Conexus and/or the management of the Event Venue;
behave in a respectful, professional, and appropriate manner that does not violate applicable law or risk bringing the Event or Conexus into disrepute;
ensure they have adequate insurance for their own requirements, including personal accident and travel insurance, prior to attending any Event; and
ensure they have all necessary travel documentation, including visas and other entry permits, and comply with all applicable health requirements and laws.

You agree that your travel to, and attendance at, an Event is at your own risk and not the responsibility of Conexus, except as set out in the Liability section below. Conexus is not obliged to provide any advice or assistance relating to obtaining visas. Failure to obtain a visa shall not entitle a Participant to a refund of Fees.
Other than Sponsors and their Participants, Participants are only permitted to conduct business within a designated exhibit space at the Event Venue. Participants observed conducting business in public spaces or in other companies' exhibition spaces may be removed from the Event.

4. Participant Obligations

Conexus reserves the right to refuse entry to any Participant, remove any Participant from an Event, or block them from an Online Event Platform, without liability, if it determines that such Participant's presence or conduct could cause:

Conexus, its affiliates, the Event Venue owner, the Online Event Platform, or the Participant to fail to comply with applicable law, including OFAC sanctions;
Conexus to breach any term, warranty, condition, or provision of any contract to which Conexus and/or its affiliates is or becomes a party; or
disruption at the Event, threaten the safety of other attendees, or hinder the enjoyment of the Event by other attendees.

Conexus reserves the right to recover from you any Losses incurred as a result of your conduct or failure to comply with these Terms. In such circumstances, a Participant shall not be entitled to a refund of Fees.

5. Fees

Payment in full of any applicable Fees for the Event is due upon registration, in U.S. dollars. If payment is insufficient or declined, Conexus may refuse entry.
Fee schedule rates are valid at the time of completion of registration, provided they are paid in full before the applicable expiration date. If the Fee is not paid before the next fee schedule comes into force, you will be charged in accordance with the prevailing fee schedule at the date of payment.
All Fees shall be paid in full without set-off, counterclaim, deduction, or withholding (other than as required by law). Fees are exclusive of any applicable sales, use, or similar taxes, which are your responsibility unless stated otherwise.

6. Intellectual Property Rights

All Intellectual Property Rights in and to Events and in the Content relating to Events are the property of Conexus or its third-party content providers. We may grant a license to third parties, including Event Sponsors, in our sole discretion.
Participants may use the Content solely for their own personal use and benefit and not for resale, distribution, or other commercial purposes.
The Event Marks may not be used without Conexus's prior written permission.
Any request for permission to republish, reprint, or otherwise use any Content or Event Marks should be sent by email to the Event contact identified in your Event Confirmation.
The Software belongs to Conexus or its suppliers. Your use of the Software is governed by the terms of any license agreement that accompanies or is included with the Software.

7. Technical Support for Online Events

You are responsible for procuring the equipment and paying any charges necessary to access and/or use any Events or Content. Conexus is not responsible for the reliability, availability, speed, or quality of the telephone or internet lines and/or equipment you use.
In relation to any Event requiring online internet access, it is your responsibility to ensure that your systems are compatible with our technology, or that of our Online Event Platform, prior to registering.
Conexus is not liable for technical issues arising from your failure to ensure compatibility, delays or disruptions in the operation of the internet, problems caused by your ISP, or telecommunications failures beyond our control. Access to online Content may be unavailable due to downtime for repairs or maintenance.

8. Access to Online Events

Participants who register for Online Events shall be given usernames and passwords as appropriate. Attendance may be subject to additional Online Event Platform Terms. By attending an Online Event, you are deemed to accept those Terms.

Except where a username and password is expressly intended for more than one person as confirmed by us in writing, Participants are not permitted:

to share username and password details with any other person(s); or
to make their usernames and passwords available to multiple users on a network.

Participants are responsible for all access to any Event, Online Event Platform, and/or use of any Content by them or anyone using their credentials. If you believe there has been any breach of security, you must notify us immediately by emailing the support contact in your Event Confirmation.
An Online Event may include Interactive Areas. We do not control and are not responsible for User-Generated Content posted to Interactive Areas and cannot guarantee its veracity or accuracy. All use is at your own risk.
You grant Conexus a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and/or sublicense all or any part of User-Generated Content posted by you. Conexus may, without notice, delete, move, or edit User-Generated Content. To the extent permitted by law, you waive any moral rights in any User-Generated Content.
You are responsible for the User-Generated Content you contribute and must comply with the restrictions below. We are under no obligation to monitor User-Generated Content.

You may not post, publish, link to, upload, download, send, distribute, use, or re-use any information or material which: (a) is obtained in breach of confidence, contains confidential information, or infringes intellectual property, privacy, publicity, or other third-party rights; (b) is offensive, threatening, abusive, indecent, defamatory, or obscene; (c) is unlawful; (d) constitutes unsolicited advertising; (e) contains a virus or malware; or (f) could be taken as advice (including investment, legal, tax, or financial advice).

You may not use any Interactive Area: (a) for any unlawful purpose; (b) to impersonate any person or entity; or (c) to collect, store, disclose, or process personal information without express consent.

You agree to reimburse us for any Losses we may incur as a result of your publication of User-Generated Content.

9. Ancillary Events

Conexus may offer Participants the opportunity to attend an Ancillary Event, in which case specific Ancillary Terms may apply. Such Ancillary Terms shall apply in addition to these Terms.
If there is any inconsistency between these Terms and any applicable Ancillary Terms, the Ancillary Terms shall take precedence in relation to the Ancillary Events.

10. Changes to an Event

Although Conexus's Event programs are correct at the time of publication, we may change the format, Content, venue, speakers, hosts, moderators, and/or timing of an Event, including a change from a physical Event to an Online Event. Conexus shall use commercially reasonable efforts to notify Participants of any such changes prior to an Event.

11. Cancellation, Refund, and Substitution

All purchases of tickets for conferences and events, whether virtual or physical, are non-refundable, and Conexus is under no obligation to provide a refund except as expressly set out in this section. Where a refund is not given, Conexus will, where possible, allow you to transfer or substitute your ticket.
Your ticket remains the property of Conexus and is a personal, revocable license that may be withdrawn, and admission refused, at any time.
Tickets are for your own personal use, or that of your business only, and may not be resold. Where there has been any resale or attempted resale, we reserve the right to cancel the relevant tickets with immediate effect. Conexus will not be liable for the granting of any visas required to attend any Event. Where a visa is not granted, tickets will not be refunded.
Transfers of tickets or substitutions should be sent in writing to the Conexus contact designated in the Event Confirmation as soon as possible (and in any event at least two Business Days before the Event).
We may, in exceptional circumstances, cancel or postpone an Event, in which case we shall notify you as soon as reasonably practicable. In the event of cancellation, subject to the Force Majeure section, we shall issue a full refund of relevant Fees paid. In the event of postponement, we shall offer you the option to re-register for the rescheduled Event or, subject to the Force Majeure section, a full refund. Our liability shall be limited to the amount of Fees paid to us for that Event only.

12. Privacy and Data

All information received by us in connection with your registration for or attendance at any Event will be handled in accordance with our Privacy Policy (conexusone.com/privacy) and with applicable Privacy Laws.
If you provide Conexus with an email address that results in messages being delivered via a network or device operated by a third party (e.g., your employer), you confirm that you are entitled to receive those messages.
Where an Event is stated to have an "Attendee List," the names, job titles, and organizations of all registered attendees will be included on a list provided to speakers, sponsoring companies, and (for physical Events) other attendees. You can opt out by emailing the Conexus contact provided in your Event Confirmation.
For Online Events, the Attendee List is not made available to attendees (other than speakers and sponsoring companies). However, your details may be visible if you post User-Generated Content or use community features.
Attendees must not use the Attendee List for their own promotional or marketing purposes.
Conexus will only contact you for marketing purposes, and only pass your contact details to sponsors for marketing purposes, to the extent permitted by applicable law and consistent with the choices you make. Where required by applicable Privacy Laws, you may have rights to access, correct, delete, or limit the use of your personal information.

13. Force Majeure

"Force Majeure" means circumstances beyond our reasonable control that are reasonably likely to affect the successful delivery of the Event, or that would make it inadvisable, impracticable, illegal, or impossible for us to host the Event or perform our obligations under these Terms.
We reserve the right to cancel the Event by reason of Force Majeure, including fire, flood, extreme weather, acts of war or terrorism, malicious damage, explosion, earthquake, epidemic or pandemic (including any government action), strike, civil disturbance, political unrest, riot, labor dispute, power outage, or any other event beyond our reasonable control.
Neither party shall be liable for failure to perform its obligations in the event of Force Majeure, provided such events could not be foreseen, or their effects prevented, at the time the parties entered into these Terms.

14. Conexus Warranties

Conexus represents and undertakes that:

it shall perform its obligations in accordance with all applicable law; and
it will plan, produce, and host a high-quality Event to the best of its ability and with due care and skill.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Event and all Content are provided "as is" and "as available," and Conexus disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.
Subject to the paragraph above, the maximum aggregate liability of either party for any loss or damage suffered by the other party and arising out of or in connection with these Terms shall not, in any twelve-month period, exceed the Fees paid in the twelve-month period immediately preceding the relevant claim.

Subject to the first paragraph of this section, and to the maximum extent permitted by law, neither party shall be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

any economic loss (including loss of revenue, profits, contracts, business, or anticipated savings);
any loss of goodwill or reputation; or
any indirect, incidental, special, consequential, exemplary, or punitive losses,

in each case whether or not such losses were within the contemplation of the parties at the date of these Terms.

16. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Conexus, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all Losses arising out of or relating to: (a) your breach of these Terms; (b) your User-Generated Content; (c) your conduct at or in connection with an Event; or (d) your violation of any applicable law or the rights of any third party.

17. Governing Law and Disputes

These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by the laws of the State of New York, without regard to its conflict-of-laws principles.
The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive any objection to venue in those courts.

18. Amendment

We may amend these Terms from time to time. Any amendments shall be posted on the Event website and will be effective immediately upon posting. You will be deemed to have accepted them if you attend the Event. If you do not wish to accept them, you must cancel your attendance in accordance with the Cancellation section.

19. Entire Agreement, Variation, and Assignment

These Terms constitute the entire agreement between you and us and supersede all prior communications, representations, and arrangements, written or oral, except in respect of any fraudulent misrepresentation. You acknowledge that no reliance is placed on any representation not embodied in these Terms.
No variation will be effective unless in writing and signed by authorized representatives of both parties, except that we may vary these Terms on one week's notice by posting the amended Terms on the Event website. In the event of any conflict between these Terms and any other document, these Terms shall prevail.
No waiver of any breach of these Terms shall be deemed a waiver of any other breach, and no waiver shall be effective unless in writing.
We may assign, transfer, or novate these Terms at any time and shall inform you within a reasonable time thereafter. You may not assign or transfer these Terms without our prior written consent.
If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary, or severed, and the remaining provisions shall continue in full force and effect.
Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between the parties.

Event Terms & Conditions