Terms and Conditions for Exhibitors and Sponsors
These terms and conditions (these “Terms”) govern exhibits and sponsorships at events organized by Oncology Nursing Society (“ONS”). By applying to exhibit and/or sponsor, and as a condition of exhibiting and/or sponsoring, you agree and intend to be legally bound to these Terms. These Terms apply to both in-person and online/virtual events, but some provisions may be inapplicable depending on the type of event.
For purposes of these Terms, the following terms have the following meanings: (a) “Event” means an event organized by ONS, whether in-person (e.g., ONS Congress) or online/virtual (e.g., ONS Bridge); (b) “Event Activity” means the exhibit, sponsorship, or other activity you are applying for; (c) “Event Manager” means SmithBucklin; (d) “Personnel” means your employees, contractors, agents, and anybody working on your behalf; (e) “Event Hub” means the website established by ONS at www.ons.org for exhibitors and sponsors for the Event (e.g., www.ons.org/congress for ONS Congress and www.ons.org/bridge for ONS Bridge); and “You” means the exhibiting or sponsoring organization.
1. Applications
1.1. Applications. You must apply for your Event Activity. The individual who applies on your behalf is deemed to be authorized to act on your behalf and bind you to these Terms. If the individual is engaged by a third party acting on your behalf, the third party is deemed to be authorized to act on your behalf and bind you to these Terms. You are deemed to have applied for an Event Activity by submitting an application, attaching an application to a written agreement, referencing the Event Activity in a written agreement, or otherwise seeking to enjoy the benefits and privileges associated with the Event Activity, in any case regardless of whether you have filled out the application, signed the application, or attached the application to the written agreement.
1.2.
Denied Applications. ONS reserves the right to deny an application in its sole discretion, in which case, ONS will notify you and refund any fees paid in connection with the application at issue.
1.3. No Sharing. You cannot share, transfer, sublet, or assign your Event Activity. Any attempt to do so will be voidable by ONS. Your application does not extend to any of your parents, subsidiaries, affiliates, divisions, branches, chapters, or other related organizations.
2. Payment
2.1.
Payment. You must pay in full when applying to exhibit or sponsor, or otherwise when invoiced. Except as stated in these Terms, all sales are final, payment obligations are noncancellable, and fees are non-refundable. Applications submitted without full payment may not be accepted or processed, and booth space may be released, reassigned, or modified. ONS’s acceptance of partial payment does not relieve payment obligations or guarantee requested booth space.
2.2. Administrative Fee. ONS may impose an administrative fee of no more than 3% of the transaction amount for all payments made by credit card, which is not greater than ONS's cost of acceptance. ONS does not charge an administrative fee on debit cards.
2.3.
Taxes. You are responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than ONS’s income tax. Fees and expenses are exclusive of all taxes.
2.4. Costs and Expenses. Unless expressly stated as being provided by ONS in connection with your Event Activity, you are responsible for all costs and expenses needed to enjoy or implement your Event Activity, including but not limited to costs and expenses for travel, lodging, equipment, permits, licenses, and internet access.
2.5. Late Payments. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance or the maximum permitted by law, whichever is lower, and costs of collection.
2.6.
Discounts. If you are eligible for a discount offered as part of an ONS industry program (e.g., Corporate Council or Industry Relations Program), you must be paid in full and otherwise in compliance with all conditions of the program to be eligible for the discount.
2.7.
Applications Submitted by Third Parties. If a third party applies on your behalf and you fail to pay in full on time, ONS may hold the third party liable for some or all of your payment obligations, without prejudice to any of ONS’s other rights or remedies.
3. Cancellation
3.1. Cancellation by you. If you wish to cancel your Event Activity, you must notify both ONS (by email to help@ons.org) and the Event Manager (by email to onssponsorships@smithbucklin.com). If valid notice of cancellation is received under the cancellation policy and deadlines stated on the Event Hub, ONS will refund fees paid; otherwise, no refunds or credits be given. Upon cancellation, ONS will have no obligations to you for the Event Activity, and ONS may without liability cancel or modify any one or more of the following, as applicable: your ordered advertisements, your reserved housing space, your reserved hospitality space, and any of your other exhibits or sponsorships in connection with the Event. You acknowledge that cancellation does not automatically cancel your hotel and travel arrangements; you are responsible for doing so. If your cancellation request is received after the cancellation date, any unpaid balance remains due in full.
3.2. Cancellation by ONS; Force Majeure. If due to circumstances beyond ONS’s reasonable control ONS determines that it is necessary or advisable to cancel, relocate, or curtail the Event in whole or in part, ONS will be excused from any failure or delay in connection with the Event or the Event Activity. If you submit to ONS a written request for a refund within 30 days of ONS’s invocation of this provision, then ONS shall refund all fees paid by you for any affected Event Activity, which will be your sole and exclusive remedy and ONS’s sole obligation and liability in connection therewith.
4. Media; Photography; Recordings
4.1.
By ONS. ONS may record the Event, including by video, audio, transcription, photography, or other media. These recordings may involve your Personnel; it is your responsibility to advise them of this possibility. As between you and ONS, ONS will be the sole owner of all rights in such recordings, which ONS may use without restriction. You waive any rights you have in such recordings and release ONS from any claims resulting from the recordings.
4.2.
By You. You shall not record the Event or any part thereof without ONS’s prior written approval. You shall not download, broadcast, or stream the Event. This prohibition does not restrict your ability to display your content in connection with your Event Activity.
5. Event Policies and Restrictions
5.1. Event Control; Violations. For the safe and orderly administration of the Event, ONS reserves the right, in its sole discretion, to exercise control over the Event and the Event Activity and to enforce any violation of these Terms. Your products or services must be relevant to oncology nursing. If ONS determines in its sole discretion that you have violated or may potentially violate these Terms, or that your products, services, or conduct (including your Personnel) are not appropriate or compatible with the general character or quality of the Event, or unduly interfere with the Event, ONS may, without issuing a refund and without prejudice to any other rights or remedies, do any one or more of the following: prohibit, limit, or modify the Event Activity, expel you from the Event, void some or all of your priority points, or ban you from future events.
5.2. Compliance. You shall comply with these Terms as well as all applicable laws and regulations, including data privacy laws, the Americans with Disabilities Act, laws relating to antitrust, anti-bribery, and anti-corruption, and if applicable Payment Card Industry Standards (PCI-DSS). You shall cause your Personnel to similarly comply and you will be responsible for their failure to so comply.
5.3. Data Privacy. If you collect or receive personal data about an individual in connection with your Event Activity, then you shall: (a) collect, store, use, and disclose such personal data in compliance with all applicable laws and regulations and only for the Event Activity; (b) appropriately inform the individual about your collection, storage, usage, and disclosure of the individual’s personal data and secure the individual’s consent; (c) not disclose personal data to any third party except as needed for the Event Activity; (d) promptly notify ONS of (1) any legally-binding request for disclosure of personal data, (2) any accidental or unauthorized access of personal data, (3) any request received for or on behalf of an individual concerning the individual’s personal data, without responding to the request unless ONS has authorized you to do so in writing. You acknowledge that personal data, if any, is made available to you solely for the Event Activity and does not become your property. You shall maintain technical and organizational processes and procedures that ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected to safeguard personal data from accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure, or access. You consent to ONS collecting, storing, using, and disclosing personal data provided on your application, Event registrations provided in connection with your Event Activity, or a separate written agreement concerning the Event Activity, and ONS may share such personal data with certain third parties, including the Event Manager, the authorized Event housing bureau, ONS’s authorized vendors, exhibitors, sponsors, and service providers, without further consent or action by you.
5.4. Event Registrations. If you receive Event registrations as part of your Event Activity. Event registrations may only be used by your designated employees who register at the Event Hub before the Event. Event registrations may not be shared, substituted, or transferred without ONS’s prior written approval. ONS reserves the right to withhold or revoke Event registrations if you attempt to impose requirements on ONS in connection with Event registrations.
5.5. Content. For any content you use or provide to ONS in connection with your Event Activity, you state that: (a) you own or have the right to use such content (and permit such use by ONS); (b) such content will not violate the privacy, publicity, intellectual property, or other rights of any third party; and (c) such content is not false, misleading, derogatory, or defamatory, and will not adversely affect ONS’s business interests of the operation of the Event.
5.6. Music. Without the consent of the copyright holder, you shall not play or perform any copyrighted music at the Event.
5.7. Booth Assignment. ONS may, in its sole discretion, assign booth locations. While ONS will try to honor requests for specific booth locations, ONS does not guarantee that any request will be accommodated or that any specific booth location will be available. You will be deemed to have accepted any assignment unless you notify the Event Manager within 14 days after receiving your assignment, in which case you will be reassigned to a secondary or alternative space at ONS’s discretion and subject to availability, but no refunds or credits will be given. ONS is not obligated to consider multiple reassignment requests. Virtual booth assignments will appear within the Event platform and can be categorized by subcategories. ONS will refund payments received if booth space is unavailable or if your application is rejected by ONS. Any space not reserved before the Event starts may be re-allocated or removed by ONS in its sole discretion.
5.8. No Suitcasing Policy. “Suitcasing” refers to the practice of attending an event but “working the aisles” from a suitcase or briefcase and soliciting business from other attendees. For the good of the Event, the only legitimate place to conduct business during show hours is within your designated space. You are encouraged to protect your investment and report any violations to the Event Manager. Individuals observed soliciting business in the aisles or other public spaces or another company’s space may be ejected from the Event and may be banned from future events, in ONS’s sole discretion.
5.9. Priority Points. Space selection is based on a priority point system. Priority points are awarded according to the Space Selection Guidelines available upon request by emailing the Event Manager at onssponsorships@smithbucklin.com.
5.10.
Patient Advocacy Exhibit Rate. The Patient Advocacy booth rate is limited to patient advocacy organizations that can provide proof of 501(c)(3) status. Patient advocacy organizations are those that provide resources and support for patients, survivors, and care providers. Eligibility for this rate is subject to ONS approval. You must select space in the Advocacy Pavilion if it qualifies for the Patient Advocacy Exhibit Rate.
5.11.
Exhibitor Service Manual. Detailed regulations regarding the construction, height, and layout of exhibits are included in the Exhibitor Service Manual, which can be found under the Rules and Regulations tab at http://www.ons.org/congress. Please contact onssponsorships@smithbucklin.com for a copy of the Exhibitor Service Manual.
5.12.
Exhibition Construction and Layout. ONS reserves the right to control the layout of the Event and venue. You shall provide floor covering for your booths, which must reach aisle to aisle. Bare concrete is prohibited. You are responsible for any costs needed to finish off back walls and open areas behind its pop-up or hard wall structure. You shall not store any cartons behind your booth. No signs or other articles are to be fastened to walls or electrical fixtures. The use of thumbtacks, scotch tape, nails, screws, bolts, or any tool or material which could mark the floor or walls is prohibited.
5.13.
Authorized Event Housing. You shall use the ONS authorized Event housing bureau, Maritz Global Events – AT&L Inc. d/b/a Experient, for all housing accommodations associated with the Event, if applicable.
5.14.
Marketing Activities. You shall confine your marketing activities to your allotted booth space. Aisle space may not be used for exhibits, signs or displays, or solicitation. Distribution of cards, circulars, samples, or exhibit material is prohibited in areas outside of the Learning Hall unless separately purchased. Strolling advertisements are not permitted. Demonstrations in booths must be designed to take place and keep the audience within the existing booth space to allow the free flow of traffic in the aisles.
5.15.
Solicitation. You shall not solicit from beyond or outside of your designated booth area. Solicitation includes but is not limited to distributing literature, journals, and promotional materials.
5.16.
Special Visual and Audio Effects. Audio-visual and other sound and attention-getting devices and effects will be permitted only in those locations and in such intensity as, in ONS’s sole discretion, do not interfere with the activities of the Event. Subject to these limitations, video recording is permitted within your booth space. Operation of all such equipment is subject to union regulations.
5.17.
Sales. You shall not conduct sales in your booth or the Learning Hall without ONS’s prior written approval. If approved by ONS, you may take orders, so long as you conduct sales within your booth space, collect and remit city and state sales tax, and have secured any appropriate permits or licenses. ONS reserves the right to limit, curtail, or terminate sales activities in its sole discretion.
5.18.
Fundraising. Without ONS’s prior written approval, you shall not engage in any fundraising activities at the Event.
5.19.
Prize Contests. Contests, raffles, sweepstakes, lotteries, or games of chance are prohibited without prior written approval. Email requests to onssponsorships@smithbucklin.com.
5.20.
Handouts/Giveaways. You shall not use ONS’s name, logos, or other trademarks on any handout or giveaway without prior written approval. Email requests to onssponsorships@smithbucklin.com. Food or beverage giveaways may also require prior written approval from the venue or catering service.
5.21.
Children. Children are permitted in the Learning Hall if accompanied by an adult at all times, who will be responsible for all damage caused by the child. Strollers are prohibited. Children under 18 are not permitted on-site during set-up or dismantling.
5.22.
No Pets. No pets or animals are permitted in the Learning Hall.
5.23.
Set-Up and Dismantle. Unless otherwise stated on the Event Hub, if an exhibit booth is not set up by the deadlines established by ONS, ONS may reassign or otherwise re-use the space, at your cost and expense. You shall keep exhibits intact until the Learning Hall closes. You shall not remove an exhibit, in whole or in part, during the Learning Hall hours of operation without ONS’s prior written approval; a violation of this prohibition will result in a 25% booth fee and ONS may revoke your Event Activity. You shall remove all equipment and materials from the Learning Hall at the time designated by ONS. If you fail to remove equipment or materials when directed by ONS, you may incur late charges, or ONS or its designee may remove the equipment and materials, dispose of them at ONS’s discretion without liability, and charge all costs and expenses for the breakdown, removal, and shipment of the equipment and materials to you.
5.24.
Fire Regulations. Fire hose cabinets must be left accessible and in full view at all times. All display material must be flameproofed and subject to inspection by the local fire department. No flammable fluids or substances may be used or shown in booths.
5.25.
Personnel; Property Damage. You are responsible for the conduct of your Personnel, including their acts, omissions, negligence, and willful misconduct, as well as any damage to real or personal property.
5.26.
Signs; Fixtures. No signs or other articles are to be fastened to walls or electrical fixtures. The use of thumbtacks, scotch tape, nails, screws, bolts, or any tool or material which could mark the floor or walls is prohibited.
5.27.
Speakers. Unless otherwise indicated, speakers are not ONS employees. Speakers’ views are their own views and opinions and do not reflect the views and opinions of ONS.
5.28.
Security. Although security will be on duty, you are solely responsible for the safety of your staff, and your and their personal property. ONS will not be responsible for any loss, damage, or theft of any personal property.
5.29.
In Conjunction With Events. All independent industry-sponsored events, including but not limited to symposia, ancillary events, focus groups, social events, or otherwise affiliated with the Event (each an “ICW Event”) must be approved by ONS. ICW Events that compete with, or may draw attendees from, the Event are prohibited. Based on the available facilities, no request for an ICW Event should be considered approved until confirmed by ONS in writing. Approved off-premises ICW Events are subject to the applicable administrative access fee and may only be held during designated hours. If a third party is securing space on your behalf, you shall submit proof of appointment/authority reasonably acceptable to ONS with the request. Failure to hold an ICW Event during the designated hours may result in the loss of ONS priority points and incur additional fees, including but not limited to the applicable administrative access fee. Requests to extend timeslots must be submitted to ONS at least four weeks before the Event and are subject to approval. All companies holding an ICW Event must contact onssponsorships@smithbucklin.com for approval, even if meeting space is not requested and an unofficial venue is being used. In-person ICW Events that include the operation of musical instruments, radios, sound projection equipment, or any noisemaking machines must be conducted or arranged so that the noise resulting from the demonstration will not annoy or disturb adjacent events, nor cause the aisles to be blocked. Operators of noisemaking ICW Events must secure approval of operating methods before the Event opens. The Event Manager shall be the sole judge of what constitutes appropriate sound levels. In-person registration areas may be located directly outside of each sponsor’s room and shall not interfere with neighboring events. Registration lines must be structured in an orderly fashion to include stanchions and must stay located on the same side of the wall as the event. The Event Manager shall be the sole judge of what constitutes an orderly registration line and reserves the right to relocate or restructure. ONS reserves the right to change meeting space, dates, and/or timeslot assignments to benefit the Event. In-person symposia space will be assigned based on the time slot selected, competing topics, required meeting space needs, and date request was received. ONS reserves the right to assign the next best substitute timeslot when the requested timeslot is not available. Since it is not always possible to contact each individual company for new timeslot selections, you must make multiple choices on your application. Submitting a request does not guarantee assignment. Assignments and confirmations will not be provided without payment in full. In-person meeting space will be confirmed in writing to the individual listed on the application or request form approximately 4 months before the Event. Once space is assigned, you shall work directly with the facility and the audiovisual vendor on the ICW Event. At in-person events, facilities may require deposits to confirm space assigned by ONS. Facility cancellation fees may be charged. Cancellation of function space is subject to these Terms, including cancellation policies stated on the Event Hub and payment of applicable fees. For all promotional materials for symposia or educational offerings supported by any group other than ONS, you shall include a disclaimer that ONS does not promote or endorse any of the information presented within the ICW Event. You shall show the same disclaimer to your audience before the start of any symposia for a minimum of 30 seconds. Proofs of disclaimers will not need to be submitted to the Event Manager for approval. Disclaimer information will be provided with the confirmation of the Organization’s ICW Event. For the ICW Event, titles, funding information, and descriptions must be provided by the deadlines stated on https://www.onssponsorships.org/ to guarantee inclusion on signage and in the attendee guide and by the deadlines stated on https://www.onssponsorships.org/ to be included in the Event Hub and/or Event app. If titles and funding information are not received by the indicated deadlines, ONS may use the information provided on your application in all materials. All in-person symposia sponsors are limited to one branded sign with maximum measurements of 4’x8’. Signage must remain directly outside of ICW Events. Registration line signage and human directionals are approved. The Event Manager reserves the right to remove excess signage.
5.30.
No Interference. You shall not interfere with the safe and orderly administration of the Event. You shall not disable, reverse engineer, or otherwise attempt to circumvent the security features of the Event. You shall not scrape, spider, use a robot, or any other automated or nonautomated means in connection with the Event.
5.31.
Third-Party Applications. The Event may include third-party applications, such as apps, links, plug-ins, and websites (“Third Party Apps”). ONS does not control Third Party Apps and is not responsible for their content or use. Third Party Apps may be modified or disabled at any time without notice. ONS does not make any representations or warranties of any kind, express or implied, concerning Third-Party Apps. Your use of Third Party Apps is at your sole risk and ONS will have no liability arising out of your use of Third Party Apps.
6. Trademarks
6.1. Your Trademarks. If you provide any trademarks to ONS in connection with your Event Activity, you permit ONS to use those trademarks in connection with the Event Activity, including Event promotion, administration, and in enduring materials or archived content from the Event. ONS may also publicly refer to you as an “exhibitor” or “sponsor.” Otherwise, we will not use your trademarks without your prior written consent. For any trademarks you provide to ONS, you state that the trademark and its use under these Terms will not violate the intellectual property rights of any third party. You are responsible for providing us with any brand or usage guidelines. If you do not provide ONS with trademarks to use in connection with your Event Activity or if you unreasonably withhold, delay, or condition permission, you may not receive all benefits associated with your Event Activity; in such case, you will not be entitled to a refund or credit and ONS will have no liability to you.
6.2.
ONS’s Trademarks. The following are trademarks of ONS and may not be used without ONS’s prior written consent or as provided by these Terms: ONS, Oncology Nursing Society, ONS Congress, and ONS Bridge.
7.Warranties; Limitations of Liability
7.1.
No Warranties; Disclaimers. ONS makes no representations or warranties about the Event, express or implied, including but not limited to any warranties concerning accuracy, quality, correctness, completeness, comprehensiveness, currency, timeliness, suitability, availability, compatibility, merchantability, fitness for a particular purpose, title, noninfringement, or otherwise, and regardless of any course of dealing, custom, or trade usage. Although the Event may address medical topics, no part of the Event is medical advice or a substitute for independent professional and clinical judgment or individual patient assessment. While the Event may refer to concepts of diagnosis or therapy, the Event should not be used for specific diagnostic or treatment determinations. ONS does not warrant that the event will meet your expectations or requirements regarding event attendance, traffic, or interaction, or concerning virtual/online portions of the Event, that the Event will be error-free or uninterrupted or free of harmful components, and ONS will not be responsible for access to the internet, for any interception or interruption of any communications through the internet, or changes to or losses of data through the internet.
7.2.
Limitation of Liability. ONS’s entire liability to you, and your exclusive remedy, arising out or relating to the Event or the Event Activity will be limited to the fees paid for the Event Activity giving rise to the liability. ONS will not be liable for lost profits, loss of data, loss of business opportunity, or for any indirect, incidental, consequential, or punitive damages, regardless of legal theory (whether in contract, tort, strict product liability, indemnity, or otherwise), regardless of whether ONS was advised of the possibility in advance, and regardless of whether any remedy fails of its essential purpose. The existence of multiple claims will not enlarge these limitations.
7.3.
Limitation of Actions. You shall not commence a claim against ONS more than 1 year from the final date of the Event.
8.Indemnification
8.1.
Indemnification. You shall defend, indemnify, and hold ONS (which for this provision includes ONS’s directors, officers, employees, agents, and other representatives, as well as the successors and assigns of each of the foregoing) harmless for any claim, damage, liability, loss personal injury including illness or death, property damage, fines, penalties, judgments, amounts paid in settlement, and costs and expenses (including investigation and legal fees) arising out of or relating to your acts or omissions (including negligence, willful misconduct, or violation of these Terms) or the Event or Event Activity. ONS may reject any settlement or compromise that requires it to admit wrongdoing or liability or subjects it to any ongoing affirmative obligation. ONS may participate in the defense of any claim with counsel of its choice at its own cost. As between you and ONS, you waive any statutory workers' compensation immunity in connection with any claims by your Personnel arising out of or relating to the Event. Only to the extent ONS has defense or indemnity obligations under the written agreement between you and ONS, those obligations will be limited to third-party claims, and ONS will be excused from any such obligations if you fail to provide prompt written notice of such claim or fail to reasonably cooperate in the defense.
9.General
9.1.
Insurance. ONS does not maintain insurance coverage covering your conduct or property, so you are responsible for securing such coverage. In addition, you shall carry insurance coverage in such amounts and against such risks as is commercially reasonable to maintain, including but not limited to commercial general liability coverage including premises, operations, contractual liability coverage, personal injury, and property damage liability, workers compensation in compliance with applicable state law, and automobile insurance. All policies shall name ONS as an additional insured. Upon request, you shall provide a certificate of insurance.
9.2.
Termination; Survival. Unless terminated earlier, the Event Activity will terminate no later than the final day of the Event. Provisions of these Terms that by their nature survive termination will so survive, including but not limited to Sections 2, 4, 7.2, 7.3, 9, and 11.
9.3.
Governing Law. Excluding its conflicts of law principles, Pennsylvania law governs these Terms and any disputes arising out of or relating to the Event, the Event Activity, or these Terms, including torts. The following are excluded: the Uniform Computer Information Transactions Act as adopted in any jurisdiction, the United Nations Convention on Contracts for the International Sale of Goods (CISG), and IAB’s Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less.
9.4.
Arbitration Agreement; Class Action Waiver; Jury Trial Waiver. Any dispute, controversy, or claim, whether in contract, tort, statute, or otherwise, arising out of or relating to the Event, the Event Activity, or these Terms (“Claim”) will be exclusively resolved through mandatory, confidential, final, and binding arbitration to judicial arbitration and mediation services, inc. (“JAMS”); (b) this paragraph is governed by the Federal Arbitration Act (“FAA”); (c) the FAA is applicable because ONS and you are engaged in transaction involving interstate commerce; (d) the arbitration shall proceed before a single arbitrator; (e) the arbitration shall be conducted in accordance with the JAMS Comprehensive Arbitration Rules and Procedures; (f) any and all issues relating or pertaining to arbitration or this arbitration clause, including but not limited to the threshold question of arbitrability or the enforceability or validity of this arbitration clause, shall be delegated to the arbitrator selected pursuant to this provision; (g) the arbitrator shall have the power to award any remedies, including reasonable legal fees and costs, available under applicable law; (h) judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction; (i) the award may be vacated or modified only on the grounds specified in the FAA or other applicable law; and (j) any arbitration conducted pursuant hereto shall take place in Allegheny County, Pennsylvania, and you waive objections to jurisdiction, venue, and inconvenience of the forum in connection therewith. You agree that any Claim will be an individual claim, that you shall not bring claims against ONS in a representative capacity on behalf of any other individual or third party, that you shall opt out of any class proceeding, and that you shall not assert class or collection action procedures. You further waive any right to a trial by jury for any Claim.
9.5.
Binding Effect; Acquisitions. These Terms are binding on you and your successors and permitted assigns. You will not be released from any obligations under these Terms if you are acquired by, merge or consolidate with, or otherwise combine with any other entity, even if that other entity has paid or is obligated to pay ONS in connection with an Event Activity.
9.6.
Amendments. ONS may amend these Terms at any time and without notice. Any amendments will be posted to www.ons.org/terms-conditions-exhibitors-sponsors and/or the Event Hub. By exhibiting or sponsoring after the effective date of any amendments, you agree to be bound by the amended terms.
9.7.
No Modifications. These Terms cannot be modified by printed or handwritten additions, deletions, changes, or strikethroughs; if these Terms are purported to be so modified and attached to a written agreement, any modifications inconsistent with the Terms as stated on https://www.ons.org/congress will be voidable by ONS, even if ONS accepts or signs the written agreement and does not object.
9.8.
Severability. Any portion of these Terms held by a court of competent jurisdiction to be unenforceable will be severable and will not affect the enforceability of any other provisions.
9.9.
No Waiver. ONS’s failure to object to any violation of these Terms will not waive ONS’s rights. Any waiver of ONS’s rights must be signed by an authorized representative of ONS and specifically reference the right or remedy under these Terms to be waived by ONS.
9.10. Interpretation. All interpretations, as well as answers to questions and matters not specifically covered by these Terms, will be decided by ONS in its sole discretion. These Terms are to be construed without regard to any construction against the party that drafted these Terms.
9.11.
Relationship to Other Documents. If you have a written agreement with ONS for the Event Activity, these Terms are automatically incorporated by reference into that written agreement as if they were fully set forth therein, notwithstanding any integration clause in the written agreement or other language that would purport to exclude these Terms. Unless otherwise stated in the written agreement, if there is a conflict between these Terms and the written agreement, the written agreement will control. However, if the written agreement purports to require any of the following, such requirements will be of no force and effect, but if they are given force or effect, then your execution or acceptance of the written agreement will be deemed to satisfy any such requirements: that these Terms be signed or initialed by you; that these Terms be attached in their entirety to the written agreement; that these Terms call out by reference, section number, or otherwise the portion of the written agreement affected by these Terms. A written agreement does not serve as a precedent for any future agreements between you and ONS. Except as expressly stated in this paragraph, these Terms control over any other document between ONS and you concerning the Event (including but not limited to a purchase order, confirmation, letter of agreement, letter of request, sponsorship agreement, services agreement, or other written agreement), even if such document does not reference or incorporate these Terms
9.12. Entire Agreement. These Terms incorporate by reference the following as if they were fully set forth herein: (a) your application for the Event Activity; (b) Code of Conduct (available at (www.ons.org/code-of-conduct); (c) Exhibitor Service Manual (under the Rules and Regulations tab at http://www.ons.org/congress); and (d) policies, rules, regulations, health/safety notices, and updates applicable to the Event or issued by the venue where the Event will be held, as posted on the Event Hub or made available at the venue. Except as expressly stated in these Terms, these Terms are the entire and exclusive agreement between ONS and you concerning the Event and the Event Activity, superseding any prior or contemporaneous oral or written agreements concerning the same subject matter.
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