HOSTED RETAILERS & BRANDS PROGRAM MEETINGS. 

Solely to the extent the Agreement Order grants Sponsor the right to participate in the Hosted Retailers & Brands Program (the “Hosted Program”), we will arrange up to the Number of Meetings set forth in the Agreement Order set forth above. In addition, the following Sponsor Terms & Conditions for this program will apply: 

  1. With the Hosted Program, Shoptalk will arrange a series of one-to-one 15-minute onsite meetings (“Hosted Meetings”) between Hosted Retailers & Brands Attendees and Participating Sponsor Group Meeting Representatives. All Hosted Meetings will take place in the area (“Hosted Area”) and during Meeting Times designated by Shoptalk. Notwithstanding the number of meetings purchased by any given Participating Sponsor Group or in aggregate by all Participating Sponsor Groups, we do not guarantee any minimum number of Hosted Retailers & Brands Attendees or any minimum number of Hosted Meetings for any Participating Sponsor Group. The number of meetings arranged for any given Participating Sponsor Group might be below the number purchased. 
  2. “Hosted Retailers & Brands Attendees” are those qualifying individuals from retailers and brands who identify themselves to Shoptalk as buyers or influencers of the purchase of technology and other solutions for their organizations, and who also agree to take up to eight (8) 15-minute Hosted Meetings with Participating Sponsor Groups as part of the Hosted Program. Shoptalk generally provides complimentary Event tickets and travel/hotel allowances to these individuals. 
  3. “Participating Sponsor Groups” are those Event sponsor organizations (which may be one or more divisions, sales teams, marketing departments or other groups of an organization) who are enrolled in the Hosted Program pursuant to a fully executed Shoptalk sponsorship agreement (“Sponsorship Agreement”). A single organization may have one or more Participating Sponsor Groups in the Hosted Program. Participating Sponsor Groups are included in the process of arranging Hosted Meetings with Hosted Retailers & Brands Attendees, which process is administered in the sole discretion of Shoptalk and may change from time to time. Sponsor’s Participating Sponsor Group’s shall be set forth in the Agreement Order. Each individual representing a Participating Sponsor Group in the Hosted Program shall be referred to hereunder as a “Participating Sponsor Group Meeting Representative”.

iii. “Meeting Times” are predetermined time slots for which Participating Sponsor Groups must be available. The Meeting Times are in the sole discretion of Shoptalk and will be provided to Participating Sponsor Groups. Meeting Times are subject to change upon written notification by Shoptalk. Shoptalk will notify Participating Sponsor Groups and/or Participating Sponsor Group Meeting Representatives of the specific times of their meetings within Meeting Times prior to the start of Shoptalk. 

  1. Hosted Meetings are priced as set forth in the Agreement Order (the price of each meeting being the “Price Per Meeting”) and the Participating Sponsor Group must pay in advance an amount equal to the Number of Meetings multiplied by the Price Per Meeting (“Meetings Payment Amount”) as set forth in the Agreement Order. Shoptalk has the right to increase the Price Per Meeting for additional purchases of Hosted Meetings in its sole discretion. Shoptalk will complete a post Event reconciliation to determine the number of “Completed Hosted Meetings” which shall be equal to the number of Hosted Meetings minus the total number of Hosted Meetings that (a) would have taken place but for the onsite absence of the corresponding Hosted Retailers & Brands Attendees (including late arrivals resulting in meetings less than 15 minutes in length), and (b) would have taken place but a failure solely on our part to properly schedule such meeting in accordance with our Hosted Program terms and conditions. If the number of Completed Hosted Meetings multiplied by the Price Per Meeting (averaged if more than one Price Per Meeting applies) is less than the Meetings Payment Amount, Shoptalk Commerce, LLC will provide a refund of the difference (“Refund”) within 60 days following the Event (“Refund Payment Date”). 
  2. Participating Sponsor Groups must provide relevant information and respond to Shoptalks requests by the deadlines expressly stated in our communications regarding the Hosted Program, including but not limited to: 
  3. Providing the name and contact details for each primary point of contact at the Participating Sponsor Group, (each a “Sponsor Group Contact”), for all aspects of participation in the Hosted Program. 
  4. Providing Participating Sponsor Group categorizations and descriptions, which may include company, group and/or product descriptions, and any other information required by Shoptalk limitations and guidelines. 

iii. Providing the names and contact details for Participating Sponsor Group Meeting Representatives who will be taking the Hosted Meetings, including mobile phone numbers or other contact information which will be used to resolve any issues or lack of responses as well as any onsite communications deemed appropriate by Shoptalk. 

  1. Participating Sponsor Groups and their Participating Sponsor Group Meeting Representatives must comply with Shoptalk’s Hosted Program rules and directives, including those set forth on Schedule 1 attached hereto (the “Hosted Meeting Rules and Directives”). 
  2. Shoptalk reserves the right in its sole discretion to determine the eligibility of participation in the Hosted Program by any organization or person, and may in its sole discretion terminate any organization or person from participating in  the Hosted Program at any time and for any reason, including canceling any scheduled meetings and/or providing a refund of any Meetings Payment Amount as a result. Termination of a Participating Sponsor Group in the Hosted Program does not provide the Participating Sponsor Group with any rights to terminate any other part of this Agreement, nor does it provide any refund of the Sponsorship Fee. 
  3. PARTICIPATING SPONSOR GROUP’S FAILURE TO COMPLY WITH THE HOSTED MEETING RULES AND DIRECTIVES, AS WELL AS ANY OTHER RULES THAT MAY BE ISSUED BY SHOPTALK REGARDING THE HOSTED PROGRAM MAY RESULT IN THE REDUCTION OR REMOVAL OF ANY REFUND OF THE SPONSORSHIP FEE AT OUR DISCRETION.