Terms and Conditions for Badge Printing and Sale of Goods

TERMS AND CONDITIONS FOR BADGE PRINTING AND SALE OF GOODS
(Badge Printing and Sale of Goods Agreement)

Last Updated Date: September 2024

1. Applicability; Badge Printing and Sale of Goods Agreement.

(a) These terms and conditions (“Badge Printing and Sale of Goods Terms”) set forth the terms and conditions on which we sell Goods to you.  These Badge Printing and Sale of Goods Terms apply to the Confirmed Order and is subject to our Terms of Use (including our Privacy Policy), all which are incorporated herein by reference.  These Badge Printing and Sale of Goods Terms, the Confirmed Order, the Service Agreement, and our Terms of Use (including our Privacy Policy) are referred to herein as the “Badge Printing and Sale of Goods Agreement.”  Certain capitalized terms used herein and not defined inline will have the meanings ascribed to them in our Terms of Use.

(b) These Badge Printing and Sale of Goods Terms do not apply to the rental of equipment (routers, printers, iPads, or other equipment) to you, which rental is addressed in and governed by our Equipment Rental Terms and Conditions.

(c) Through an arrangement between Avery and us, you may link to Avery’s web application to print badges for an Event, as and to the extent provided and permitted by the Expo Pass Platform and Avery’s platform.  If you elect to use Avery for badge printing, the terms, conditions and prices for Avery’s printing and badges will be as provided by Avery, and these Badge Printing and Sale of Goods Terms do not apply to the printing, sale, or purchase of badges through Avery.

2. Modifications to Confirmed Orders; Delivery Date Confirmation.  Any Modification to the Confirmed Order must be in a writing (which may be via e-mail) agreed to by both Parties.  Any delivery date for particular Goods may be set forth in the Confirmed Order or provided for or modified in a writing (which may be via e-mail) agreed to by both Parties (which may be separate from a Confirmed Order but deemed to Modify the Confirmed Order).  Expo Pass will not be bound with respect to any order for goods or products or delivery date unless Expo Pass has agreed to it in writing (which may be by e-mail).

3. Accessories Not Included with Badge Shells.  We will not include any accessories (such as lanyards or sleeves), with badge shells, unless otherwise ordered or specified in the Confirmed Order.  Unless you order and purchase accessories (such as lanyards or sleeves) in the Confirmed Order, you are responsible for providing all accessories for badge shells at your Events.

4. Delivery; Shipment; Title and Risk of Loss.  We will arrange shipment of the Goods to you to the delivery location specified in the Confirmed Order or as otherwise agreed in a writing by the Parties (which may be by email) (the “Delivery Location”).  We, in our sole discretion, will determine the shipping method to be used to ship the Goods to you.  We will pay shipping and handling costs, unless otherwise specified in the Confirmed Order.  You are responsible for ensuring the accuracy of the Delivery Location.  You are responsible for arranging for your designee to receive the Goods at the Delivery Location.   Delivery dates are estimates only.  We will have no responsibility for any delay in delivery, including due to weather-related issues or other circumstances out of our control.  Title and risk of loss pass to you upon the earlier of our identification of (i) the Goods to you and (ii) the materials to be incorporated into the Goods to you.

5. Quantity. The quantity of any installment of Goods as recorded by us on dispatch from our point of shipment is conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.

6. Non-Delivery. Except as otherwise provided in Section 9 below (Badge Shells and Shell Printing): (a) we will not be liable for any non-delivery of Goods unless you give us written notice of the non-delivery within 2 days of the date when the Goods would have been received in the ordinary course of events; (b) our liability for non-delivery will be limited to replacing the Goods within a reasonable time or crediting or refunding the invoice respecting such Goods to reflect the actual Goods or quantity delivered; and (c) you acknowledge and agree that the remedies set forth in this Section 6 are your exclusive remedies for any non-delivery of Goods.

7. Inspection.  You will inspect the Goods within 2 days of delivery to the Delivery Location (the “Inspection Period”). You will be deemed to have accepted the Goods unless you notify us in writing of any Nonconforming Goods during the Inspection Period and furnish evidence (which may include photographs or digital images) as reasonably required by us.  If you timely notify us of Nonconforming Goods, you will, at our sole option and upon our request: (i) return the Nonconforming Goods in accordance with our instructions (including shipping and labeling instructions) at our expense or (ii) dispose of the Nonconforming Goods in accordance with all applicable laws.  If you timely notify us of Nonconforming Goods, we will, in our sole discretion, (i) replace the Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods.  You acknowledge and agree that the remedies set forth in this Section 7 are your exclusive remedies for the delivery of Nonconforming Goods.  Except as provided under this Section 7, all sales of Goods to Buyer are made on a one-way basis and you have no right to return Goods to us.

8. Price and Payment.

(a) Price.  You will purchase the Goods from us at the price or prices (“Price”) specified in the Confirmed Order.  However, if and to the extent the price(s) for particular Goods are included in a Package Price under the Confirmed Order, the price(s) for those Goods will be included in that Package Price, and the term “Price” will mean the portion of the Package Price allocated to the price(s) for those Goods, in our sole determination.

(b) Due Date.  You will pay any Price or other amount payable under this Badge Printing and Sale of Goods Agreement by the due date (or dates) specified in the Confirmed Order or applicable invoice(s).  If the Price(s) for particular Goods are included in a Package Price under the Confirmed Order, you will pay that Package Price by the due date (or dates) specified in the Confirmed Order or applicable invoice(s), and the Price(s) for those Goods will be deemed paid upon your payment of the Package Price.  If the Confirmed Order or applicable invoice is silent regarding the due date, payment of any Price(s) or other amount payable under this Badge Printing and Sale of Goods Agreement will be due within 30 days after the date of the invoice.

(c) Payment Method.  All Prices (including Prices included in a Package Price) or other amounts payable under this Badge Printing and Sale of Goods Agreement will be paid using the payment method specified in the Confirmed Order or applicable invoice.  If the Confirmed Order or applicable invoice is silent regarding the payment method, payment will be made by credit card or check according to the Terms of Use.

9. Badge Shells and Badge Shell Printing.

(a) Badges for Events.  Attendees will be issued physical or electronic badges (which may be issued, accessed and/or used through the Website or App) that will identify the Attendee using an identification code provided for such Attendee issued by the Organizer or Expo (as applicable).  The Organizer will be responsible for printing and providing badges to Attendees unless the Organizer has otherwise contracted with Expo to do so.  Attendee’s badges may be scanned by Organizers and/or Exhibitors when Attendees attend an Event.  Information regarding the Attendee, which may include the Attendee’s name or personal information and other information provided by the Attendee to Expo through the Services will be disclosed and transferred to such Organizer or Exhibitor (as applicable).  Organizers have the ability to export all such information to themselves. If you are an Attendee, you consent to the disclosure and transfer of such information to the Organizer or Exhibitor (as applicable).

(i) WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR DELAYS RELATING TO THE PRINTING OF BADGES, OR YOUR USE OF ANY BADGES

(b) Printing of Badges through Avery.  Expo has an arrangement with Avery pursuant to which Organizers may link to Avery’s web application available at avery.com to print badges for Events using Avery’s web application.  Your use of Avery’s web application will be subject to Avery’s terms & conditions, privacy policy, pricing policy and other terms and conditions available at www.avery.com/avery/en_us/Legal (or a successor webpage) and such other terms and conditions as may otherwise be applicable to Avery’s web application or its services or products.  All pricing and costs of pricing using Avery’s web application will be as set forth on Avery’s web application, in its pricing policy available at www.avery.com/avery/en_us/Legal (or successor webpage) or in such other terms and conditions as may otherwise be applicable to Avery’s web application, or its services, products, or pricing.  All information regarding the Organizer, the Event, Attendees or otherwise transferred to Avery in connection with its printing services will be governed by Avery’s Privacy Policy available at www.avery.com/avery/en_us/Legal (or a successor webpage) or such other terms and conditions or policies that may apply with respect to Avery’s web application, services, or use of such information.  EXPO WILL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO YOUR USE OF AVERY OR ANY SERVICES, INCLUDING BADGE PRINTING, BY OR THROUGH AVERY.

(c) Shell Badge Shell Artwork & Information.  If the Confirmed Order specifies that we will print badge shells:

(i) Submission of Badge Shell Artwork & Information; Proofs.

      • Submission of Badge Shell Artwork & Information.  You may submit your Badge Shell Artwork & Information by: (i) uploading it to our Expo Pass Badge Online Shopping Site on and through the Expo Pass Platform; (ii) uploading it to our Badge Manager solution on and through the Expo Pass Platform; or (iii) sending it to us by email at support@expopass.com.
      • Submission deadlines.  If you submit your Badge Shell Artwork & Information through our Expo Pass Badge Online Shopping Site, you must upload it by the last upload date permitted by the Expo Pass Badge Online Shopping Site.  If you submit your Badge Shell Artwork & Information through Badge Manager or by email, you must upload it or send it by email and receive final design proof no later than at least 21 calendar days before the delivery date for the badge shells.
      • Corrections.  We will review your Badge Shell Artwork & Information as soon as practicable, including to determine whether it meets our then-current requirements.  If your Badge Shell Artwork & Information does not meet our requirements, we will notify you by email.  You must make corrections to your Badge Shell Artwork & Information and submit it to us through Expo Pass Badge Online Shopping Site, Badge Manager, or email (as instructed by us) no later than the submission date specified in our aforementioned email to you.
      • Our right to refuse to print badge shells.  Will not be obligated to print or deliver any badge shells to you unless and until your Badge Shell Artwork & Information meets our requirements.  Notwithstanding anything to the contrary herein, we, in our sole discretion, may refuse to print or deliver any badge shells or terminate your order for any reason (even if proofs have been confirmed or approved by you or we have approved your Badge Shell Artwork & Information), including if: (i) your Badge Shell Artwork & Information does not meet our requirements or our Content Standards in our Terms of Use, (ii) you fail to timely submit or correct Badge Shell Artwork & Information, or (iii) we determine your Badge Shell Artwork & Information may infringe the Intellectual Property Rights of another Person or violate law.  If we refuse to print any badge shells or terminate your order, we will, as your sole remedy for such non-delivery of such badge shells, credit or refund the Price of such badge shells (provided that if the Price of the badge shells was paid as part of a Package Price, we will so credit or refund you the portion of the Package Price we determine attributable to such badge shells).  All decisions or determinations to be made by us under this Section will be in our sole discretion or determination (as applicable).

(d) Representation and Warranties regarding your Badge Shell Artwork & Information.  You represent and warrant to us that (i) your Badge Shell Artwork & Information meets our Content Standards in our Terms of Use; (ii) we are and will be fully authorized to use your Badge Shell Artwork & Information to perform our obligations under this sale agreement and print and/or sell badge shells to you using or incorporating the Badge Shell Artwork & Information, and (iii) neither the Badge Shell Artwork & Information nor your or our use thereof will infringe the Intellectual Property Rights of any Person.

(e) Color Proofing; Laminated Badge Shells.  Because of differences in ink, equipment, paper, and other conditions between color proofing and printing and production pressroom operations, a reasonable variation between color proofs (including as digital images) and the completed job is to be expected, when a variation of this kind occurs, it will be considered acceptable performance, and we will not be liable to you for or in connection with such variation.  Badge shells that we have laminated should only be used for a single-day Event, as the lamination may cause the badges to curl, and we will not be liable to you if laminated badge shells curl after one day of usage.

(f) Premium Badge Printing Services.

(i) Organizers may rent printing equipment from Expo through the Services and/or purchase badge shells, including badge shells printed by Expo and other goods and products (such as lanyards and sleeves) for their Events.

(ii) To rent printing equipment from Expo, you must enter into a Confirmed Order specifying the equipment to be rented.  Rent, rental rates, prices, or charges for equipment available through the Services, including badge printing equipment, are set forth in the applicable Confirmed Order, Service Agreement and Equipment Rental Agreement, or on the Website or App.  All rentals of equipment will be subject to our Equipment Rental Terms and Conditions available at https://www.expopass.com/equipment rental  (“Equipment Rental Terms and Conditions”) and the applicable Equipment Rental Agreement, as defined in the Equipment Rental Terms and Conditions (“Equipment Rental Agreement”).  See “Rental of Equipment (including Badge Printing Equipment)” below regarding rent, rental rates, prices, or charges for rental equipment.

(iii) To purchase badge shells or other goods from Expo, including badge shells printed by Expo, you must enter into a Confirmed Order specifying the badge shells to be printed or purchased, and other goods to be purchased.  Your purchase of badge shells, including badge shells printed by Expo and other goods, will be subject to our Terms and Conditions for Badge Printing and Sale of Goods available at https://www.expopass.com/sale goods/ (“Terms and Conditions for Badge Printing and Sale of Goods”) and this Badge Printing and Sale of Goods Agreement, as defined in the Term and Conditions for Badge Printing and Sale of Goods (“Badge Printing and Sale of Goods Agreement”).  See “Goods (including Badge Shells)” below regarding prices, charges, and expenses for goods.

(iv) Goods (including Badge Shells).  Prices, charges, and expenses for goods available for purchase through the Services, including badge shells printed by us, are specified in the applicable Confirmed Order, Service Agreement and Badge Printing and Sale of Goods Agreement, or on the Website or App.

(v) Badge Printing Services Available Through Avery.  Expo has an arrangement with Avery whereby Organizers may link to Avery’s web application available at avery.com to print attendee badges for Events using Avery’s web application.  Expo is not affiliated with Avery.  All pricing and costs of printing using Avery’s web application will be as set forth on Avery’s web application and will be payable to Avery in accordance with Avery’s terms and conditions and/or pricing or payment policies.  EXPO WILL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO YOUR USE OF AVERY OR ANY SERVICES, INCLUDING BADGE PRINTING, BY OR THROUGH AVERY.

 

10. Termination for Non-performance or Breach.  In addition to any remedies or rights of termination that may be provided under these Badge Printing and Sale of Goods Terms, we may terminate this Badge Printing and Sale of Goods Agreement or any order for Goods with immediate effect upon written notice to you, if you: (i) fail to pay any amount when due under this Badge Printing and Sale of Goods Agreement; (ii) have not otherwise performed or complied with any term or condition of this Badge Printing and Sale of Goods Agreement, in whole or in part; (iii) breach or threaten to breach this Badge Printing and of Goods Agreement or any Related Agreement; or (iv) become insolvent, file a petition for bankruptcy or commence or have commenced against you proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.  We will not be liable to you for any termination of this Badge Printing and Sale of Goods Agreement.

 

11. Limited Warranty.

(a) We warrant to you that at the time the Goods are delivered to the Delivery Location, such Goods will materially conform to the specifications set forth in the Confirmed Order (subject to Section 9).

(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 11(a), WE MAKE NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c) Products manufactured by a third party (“Third Party Products”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods.  Third Party Products are not covered by the warranty in Section 11(a).  WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(d) We will not be liable for a breach of the warranty set forth in Section 11(a): unless: (i) you give written notice of the defective or non-conforming Goods, as the case may be, reasonably described, to us within 2 days of delivery of the Goods to the Delivery Location; (ii) we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 11(a) to examine such Goods, and you, upon our request, have provided evidence (which may include photographs or digital images) acceptable to us (in our sole discretion) or returned  such Goods to our  place of business (at our cost) for the examination to take place there; and (iii) we reasonably verify your claim that the Goods are defective or non-conforming.

(e) We will not be liable for a breach of the warranty set forth in Section 11(a) if: (i) you make any further use of such Goods after giving such notice; (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; (iii) your use such Goods for any purpose other than directly for or in connection with your use of our Services at your Event(s), or (iv) you alter or repair such Goods without our prior written consent.  If we so request, you will (y) return such Goods to us at our expense or (z) dispose of such Goods in accordance with our instructions and applicable laws.

(f) Subject to Sections 11(d) and 11(e), with respect to any such Goods, we will, in our sole discretion, either: (i) repair or replace such Goods (or the defective part(s) thereof) or (ii) credit or refund you the Price of such Goods  (provided that if the Price of the badge shells was paid as part of a Package Price, we will so credit or refund you the portion of the Package Price attributable to such badge shells, in our sole determination.)  THE REMEDIES SET FORTH IN THIS SECTION 11(f) ARE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 11(a).

12. General.

(a) Modifications to Terms and Conditions for Badge Printing and Sale of Goods and Badge Printing and Sale of Goods Agreement.

(i) In General.  Our Terms and Conditions for Badge Printing and Sale of Goods are subject to change by us without prior written notice at any time, in our sole discretion.  Any changes to our Terms and Conditions for Badge Printing and Sale of Goods will be in effect as of the “Last Updated Date” referenced in our Terms and Conditions for Badge Printing and Sale of Goods.  You should review our Terms and Conditions for Badge Printing and Sale of Goods before entering into any Confirmed Order or purchasing any goods or products from us.  Your continued use of the Website or App after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

(ii) If you enter into a Confirmed Order.  However, each time you enter into a Confirmed Order providing for the sale of goods or products by us you or the purchase of goods or products by you from us, our Terms and Conditions for Badge Printing and Sale of Goods in effect as of the Last Update Date on the effective date of that Confirmed Order will apply to that Confirmed Order.  The Badge Printing and Sale of Goods Agreement applicable to a particular Confirmed Order (including these Terms and Conditions for Badge Printing and Sale of Goods) may not be Modified until the order under such Confirmed Order has been completed except pursuant to Section 2 above (Modification to Confirmed Orders) or as otherwise agreed to in writing by both Parties.  Notwithstanding the foregoing, we may from time to time, without your consent, Modify our Terms of Use, our Service Terms and Conditions, our Equipment Rental Terms and Conditions, our Privacy Policy, our Cookies Policy, our Copyright Policy, our Data Protection Addendum, our Mobile Application End User License Agreement, any Merchant Agreement, or other of our policies, agreements and documents, in accordance with their respective terms.

(b) Further Assurances.  You will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide Expo Pass the full benefits and rights described in this Badge Printing and Sale of Goods Agreement.

(c) Other Services.  A breach of this Badge Printing and Sale of Goods Agreement by us will not be deemed to constitute a breach by us of or in any release or diminish any of your obligations with respect to, any other of Services to you, including under any Confirmed Order, Service Agreement, Equipment Rental Agreement, Merchant Agreement or our Terms of Use, and will in no way diminish any fees, prices, rent, expense or other amount payable by you to us for any such Services.  You will not withhold payment of any Price or other amount due and payable under this Badge Printing and Sale of Goods Agreement by reason of any set-off or any claim or dispute with us, whether under or relating to our breach of this Badge Printing and Sale of Goods Agreement or Related Agreement, our bankruptcy, or otherwise.

(d) Survival.  Sections 2, 8, 9, 10, 11, and 12 and all representations and warranties made herein by you will survive the termination or expiration of this Badge Printing and Sale of Goods Agreement for any reason.

(e) Entire Agreement. This Badge Printing and Sale of Goods Agreement constitutes the entire agreement of the Parties relating to the sale of Goods by us to you and the purchase of Goods from us by you, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Badge Printing and Sale of Goods Agreement (including these Terms) prevail over any of your general terms and conditions regarding the sale or purchase of the Goods, regardless of whether or when you have submitted your order for the Goods or such terms.  Fulfillment of the Confirmed Order does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend this Badge Printing and Sale of Goods Agreement (including these Terms).

(f) Counterparts.  A Confirmed Order, or an amendment to a Confirmed Order or this Badge Printing and Sale of Goods Agreement, may be executed in counterparts (including by e-mail, facsimile, PDF, DocuSign or other electronic copy), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

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