The following terms have the following meanings:

“Agreement” means these terms and conditions and the Application Form;

"Applicable Laws" means applicable national, federal, state, and local laws, rules, guidelines, court or government agency orders, and regulations.

"Application Form" means the application form or order form to which this Agreement is attached setting out details of the Package or such other document setting out details of the Package as OPSWAT shall choose in its absolute discretion to accept;

“Participant” means the person, firm, company or entity set out in the Application Form;

“Event” means the event, conference, exhibition, webinar or other event (whether held in-person or virtually) organized by OPSWAT Inc.

"Event Content" means any photographs, recordings, electronic images or publicity material obtained by OPSWAT in the course of the Event. OPSWAT has the exclusive right to include photographic, video and other visual portrayals of attendees in any pictorial medium of any nature whatsoever for the purpose of trade, advertising, sales, publicity and otherwise.

“Event Site” means the website(s) (together with any platforms and/or applications used together therewith) that will host and display the Event (or part thereof) and/or the Event's Manuals and Materials;

“Fees” means the fees payable by the Participant for the Event Package;

“Force Majeure Event” means any event or circumstance that is beyond the reasonable control of OPSWAT and ongoing at the time of the Event or, in OPSWAT’s opinion, is reasonably expected to be ongoing at time of the Event (including but not limited to governmental laws, ordinances, regulations, requisitions, restrictions, guidelines, recommendations or action, imposition of sanctions, embargo, military action, acts or threats of terrorism or war, mob, civil commotion or riot, health scares (including without limitation, epidemic and pandemic (e.g., COVID-19), whether or not new, ongoing or recurring), fire, acts of God, flood, drought, earthquake, severe weather, disaster, disruption to transportation, third party contractor/supplier failure, venue damage or cancellation, industrial dispute, strikes, labour disputes, interruption/failure of utility service, lack of commodities or supplies, accidents, speaker or participant cancellation or withdrawal, or any other comparable calamity or casualty);

“OPSWAT” means the OPSWAT Group entity on the Application Form that is the owner, organizer, operator and/or manager of the Event as stated in the Application Form;

“OPSWAT Group” means OPSWAT and any entities controlling or controlled by or under common control with OPSWAT including without limitation each of their respective employees, officers, directors, agents and representatives;

“Intellectual Property Rights” means trademarks, trade names, design rights, copyrights, database rights, rights in know-how, trade secrets, confidential information and all other intellectual property rights or analogous rights whether registered or unregistered anywhere in the world;

“Manual” means any manual, service kit, guide and/or Materials provided to Participant by OPSWAT in respect of the Event, as updated by OPSWAT from time to time;

"Materials" means any training materials provided by OPSWAT as part of the Package and the Event;

“Package” means the training courses, including but not limited to Materials, sessions, scheduled meals, breaks and hotel accommodation (if any) to be provided to Participant by OPSWAT in relation to the Event as set out in the Application Form;

“Venue” means the venue at which the Event is physically held.

2.1 Registration for the Event must be made on the Application Form published by OPSWAT. OPSWAT may at its sole discretion choose to accept applications by other means but, in any event, this Agreement shall apply. The application for the Package is irrevocable by the Participant, except as specifically provided in the Application Form. OPSWAT reserves the right to reject any Application Form or other application from any potential Participant. A binding contract shall only come into effect when written confirmation of acceptance is sent by OPSWAT to the Participant (whether or not it is received).

2.2 OPSWAT may refuse entry to any person without a valid pass. Passes are only valid in the name of the person to whom they are issued.

3.1 Fees. The Participant agrees to pay the Fees as stated on the Application Form upon registration to the Event.

3.2 Payment Method. The Participant shall provide OPSWAT current, complete, accurate, and authorized payment method information. The Participant authorizes OPSWAT or its third-party payment processing service provider (e.g. PayPal, Stripe) to immediately charge their payment method for participation at the Event.

3.3 Taxes. Fees for the Package do not include all transaction taxes, including foreign withholding taxes, and local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added taxes, excise, use, goods and services taxes, and consumption taxes (“Taxes”). OPSWAT may calculate taxes payable by Participant based on the billing information Participant provides at the time of purchase. All Fees are payable in full and without reduction for Taxes. Participant is responsible for paying all Taxes associated with Fees, excluding OPSWAT income taxes.

3.4 Currency. The Participant will pay the Fees in the currency OPSWAT quotes on the Application Form.

3.5 Refunds. If Participant purchases the Package and request a refund for any reason up to 30 days prior to the Event, OPSWAT will refund Participant the Fees paid for such Package. Handling fees, taxes, and other charges are not refundable, except in jurisdictions where these items are refundable per Applicable Laws. Participant may request refunds by email Accounting@opswat.com with the subject heading “Online Store Refund Request.”

3.6 Non-refundable and No Cancellation. Except as specifically set forth in this Agreement and/or the Application Form, all payment obligations are non-cancelable, and all payments made are non-refundable, to the extent not prohibited by Applicable Laws.

4.1 The Participant shall comply with all laws or regulations or guidelines of any competent authority (including, without limitation, all laws relating to anti-bribery and anti-corruption) and any terms and conditions, Manual or reasonable instructions or directions issued by OPSWAT or the Venue (including, without limitation, in relation to health and safety, data privacy or security (including information security) requirements.

4.2 The Participant must, at all times, conduct themselves in an orderly manner and in accordance with the Code of Conduct provided in section 6 hereunder.

4.3 Participant is required to be adequately insured in relation to its activities under this Agreement and make any and all travel arrangements necessary for entrance into the country where the Event is held, as provided In Section 7 hereunder.

5.1 Privacy Policy. The OPSWAT Privacy Policy identifies how OPSWAT collects, stores, protects, and uses information it collects from Its clients and visitor of its online websites, including the Event Site and the Venue. Participant acknowledges their registration to and participation at the Event is subject to the Privacy Policy, and Participant agrees to the Privacy Policy. By submitting the Application Form, Participant will receive news, learning and marketing materials from OPSWAT and companies associated with the Event.

5.2 Participant Content. Participant grants OPSWAT, its affiliates, and its third-party licensors and suppliers (“Third-Party Providers”), and each of their respective licensees, successors, and assigns, the right to use and display Participant's name and profile (as provided In the Application Form) (i) in the Event guide, directory and/or other promotional materials prepared in connection with the Event, and/or (ii) on the Event Site. Although OPSWAT shall take reasonable care in any such publication/display, it shall not be liable for any errors, omissions or misquotations that may occur.

5.3 Photos and Multimedia. Participant acknowledges and agrees that OPSWAT Group and its representatives shall be permitted to undertake multimedia recording at the Event, which may include, without limitation, recording the Participant participating in the Event (the “Event Content”). Participant acknowledges and agrees that OPSWAT is the exclusive owner of all rights in the Event Content and hereby waives any and all: (a) rights in and to such Event Content, and (b) claims that Participant may have relating to or arising from the Event Content or its use. Without limitation, OPSWAT Group shall be permitted to use the Event Content anywhere in the world for promotional and all other purposes, without any payment or compensation. Should Participant would like to have their pictures deleted, Participant must submit a request by by visiting the data subject request portal at https://go2.opswat.com/myuserright.

6.1 Event participants are expected to behave responsibly and to treat each other, and treat the community, with respect, kindness, and compassion.

6.2 Participant shall not copy or permit to be copied, in any form or format, without the express written permission of OPSWAT, any Event Content, Materials or attendee profiles. Participant shall not use the Event Contents and/or Materials for any commercial, marketing, promotional, or political purposes.

6.2 Participant must not act in any manner which causes offence, annoyance or inconvenience to another participant, speaker, OPSWAT or any delegates to the Event.

6.3 The Participant shall not do or permit anything to be done that might adversely affect the reputation or brand of OPSWAT, the Venue or the Event or make any statement that is defamatory, disparaging or derogatory to OPSWAT, the Venue or the Event.

6.4 The Participant shall not cause or permit any damage to the Venue or any part thereof or to the Event Site.

6.5 The Participant agrees that it may not use the Event to leverage any other event in which the Participant is a sponsor or participant.

OPSWAT reserves the right, without refund, to revoke the participation of a Participant who in the opinion of OPSWAT or the local authorities: (i) breaches the Code of Conduct as provided in this Section 6; (ii) represents a security risk, nuisance or annoyance to the running of the Event; (iii) otherwise act in an inappropriate, disorderly, or offensive manner.

7.1 In all cases, Participant will be responsible for their cost of travel to the location of the Event, as well as for the costs of all meals not included in the Package, local transport, and other living expenses. Participants will also have to make their own arrangements for passports, visas, travel insurance and medical insurance, including coverage for loss of, or damage to, their belongings.

7.2 If the Participant cannot attend the Event due to a failure to obtain such documentation, the Fees shall remain payable in full.

For the avoidance of doubt, OPSWAT does not accept any liability for all such costs committed to by the Participant or associated with their attendance in an OPSWAT event as provided above, even should OPSWAT cancel an event in accordance with the section “Cancellation of registration by OPSWAT. OPSWAT recommend Participant to book flexible travel and take out travel insurance that covers for these eventualities.

8.1 Ownership of the Event Site and Materials. All Event Content, including but not limited to training content, logos, designs, text, software, technical drawings, configurations, graphics, files, icons, images, audio clips, and their compilation (meaning the selection, collection, assembly, arrangement) belong to OPSWAT, its affiliates, and/or their Third-Party Providers. OPSWAT, its affiliates, or their Third-Party Providers own and reserve all right, title, and interest in and to the Materials and all hardware, software, and other items used to provide the Materials, other than the rights expressly granted to Participant to use the Materials. No title to, or ownership of, intellectual property or proprietary rights related to the Materials is transferred to Participant pursuant to this Agreement.

8.2 Feedback. In the event Participant makes suggestions to OPSWAT regarding features, functionality, modifications, enhancements, improvements, or performance (“Feedback”) that OPSWAT adopts for its products or services, such Feedback shall be deemed automatically assigned under this Agreement to OPSWAT and become the sole and exclusive property of OPSWAT. The Participant agrees that any Feedback Participant provides to OPSWAT is non-confidential.

Certification for completion of the training, If included as part of the Package, can be provided only to Participants who attended the training in full.

10.1 Changes. OPSWAT reserves the right at any time and for any reason to make changes to the format, content, venue and schedule of the Event without liability. If any such changes are made, this Agreement shall continue to be binding on both parties, provided that the Package may be amended as OPSWAT considers necessary to take account of the changes. OPSWAT will notify the Participant of any such amendments to the Package as soon as reasonably practicable.

10.2 Change of Date. OPSWAT reserves the right to cancel or change the date(s) of the Event at any time and for any reason. If the date(s) of the Event are changed, the Agreement will continue in full force and effect and the obligations of the parties shall be deemed to apply to the Event on the new dates in the same way that they would have applied to the original Event. The Participant shall have 5 business days from OPSWAT's change notice to cancel their participation and receive a full refund.

10.3 Cancellation of the Event. If the Event is cancelled by OPSWAT, OPSWAT may terminate this Agreement without liability provided that any Fees already paid will be refunded to the Participant.

10.4 To the fullest extent permitted by law, OPSWAT shall not be liable to the Participant for any loss, delay, damage or other liability incurred resulting from or arising in connection with the changing of the date of the Event or the cancellation of the Event, howsoever arising. The Participant acknowledges that the provisions of this section 10 set out the Participant’s sole remedy in the event of the changing of the date of the Event or the cancellation of the Event by OPSWAT and all other liability of OPSWAT is hereby expressly excluded.

11.1 The application for the Package is irrevocable by Participant save as expressly stated in the Application Form. Save as expressly set out in this Agreement or in the Application Form, no refunds shall be given, and the Fees shall remain due and payable in full.

11.2 To the extent that the Application Form expressly permits cancellation by Participant, Participant may cancel the Package on written notice to OPSWAT, as provided in the Application Form.

12.1 Either party may terminate the Agreement at any time by written notice to the other if that other party has committed a material breach of any of its obligations under this Agreement and has not remedied such breach (if the same is capable of remedy) within 14 days of receiving written notice of the breach (or such lesser period as would be required for the breach to be remedied in sufficient time prior to the Event).

12.2 Without prejudice to any other right or remedy it may have, in the event that OPSWAT terminates the Agreement under the provisions of Section 6 or due to breach of this Agreement by the Participant, OPSWAT shall not be required to refund any Fees received from the Participant, and OPSWAT shall not be liable to the Participant for any loss or damage of any kind resulting from such termination of the Agreement.

12.3 OPSWAT may terminate the Agreement without liability immediately at any time by written notice to the Participant if OPSWAT determines in its absolute discretion that the provision of the Package to the Participant is not in the best interests of the Event or OPSWAT’s legitimate commercial interests. In the event that OPSWAT terminates the Agreement pursuant to this Section 12.3 any pre-paid Fees will be refunded to the Participant, and OPSWAT shall not be liable to the Participant for any loss or damage of any kind resulting from such termination of the Agreement.

12.4 The Participant acknowledges that the refund of Fees paid is its sole remedy in the event of termination by OPSWAT, and all other liability of OPSWAT is hereby expressly excluded.

13.1 OPSWAT does not make any warranty as to the Event or Event Site in general and in particular in relation to the benefit or outcome (commercial or otherwise) that the Participant may achieve as a result of participating in the Event. Except as set out in this Agreement, to the fullest extent permitted by law, OPSWAT excludes all conditions, terms, representations and warranties relating to the Event, Event Site and the Package, whether imposed by statute or by the operation of law or otherwise, that are not expressly stated herein.

13.2 OPSWAT Group shall not be liable to the Participant for any loss or damage suffered or incurred by the Participant in connection with the provision of (or failure wholly or partly of) any services or goods provided by third parties in connection with the Event or the Package, including, without limitation, in relation to the provision of services provided by the Venue and the hotel (if included in the Package).

13.3 OPSWAT Group shall not be liable to Participant for any indirect, consequential, special, incidental or punitive loss or damage, loss of profits, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data or any other type of economic loss or damage, including damage to or loss (or theft) of any property. OPSWAT Group’s maximum aggregate liability to the Participant under the Agreement or otherwise in connection with the Event and/or the Package shall be limited to the total amount of the Fees paid by Participant to OPSWAT in connection with the specific Event.

13.4 The Participant shall defend and hold harmless OPSWAT Group and keep OPSWAT Group fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any act or omission of the Participant.

13.5 Nothing in This Agreement shall exclude or limit liability which cannot be excluded by the Applicable Laws.

13.6 Section 13 (Limitation of Liability; Indemnification) survives expiration or termination of this Agreement.

14.1 During the term of this Agreement, either party may share with the other party Confidential Information, defined as non-public information (a) labeled or identified “confidential” (or the like), or (b) (either in writing or verbal) of a type that a reasonable person should understand to be confidential, including without limitation, a third party’s information, discounts, pricing, strategic roadmaps, product plans, product designs, architecture, technology and technical information, security processes, security audit reviews, business and marketing plans, business processes, credit card/banking information, and information contained in Participant account.

14.2 Confidential Information does not include information a receiving party’s written records show was: (a) already known to receiving party at the time of disclosure; (b) disclosed to the receiving party by a third party who had the right to make such disclosure without confidentiality restrictions; (c) or through no fault of the receiving party has become, generally available to the public; or (d) independently developed by receiving party without use of the disclosing party’s Confidential Information.

14.3 Both parties agree to: (a) treat each party’s Confidential Information with the same degree of care a party treats its own Confidential Information, but not less than reasonable care; (b) use each party’s Confidential Information only in connection with these Terms and the Services; and (c) only share Confidential Information with third parties who have a need to know to carry out this Agreement or as needed for Participant's participation In the Event, and signed a non-disclosure agreement to treat Confidential Information as confidential or have confidentiality obligations (e.g. professional responsibility rules) no less restrictive than this Section 15 (Confidential Information).

14.4 If the receiving party is requested or compelled by Applicable Laws to disclose the disclosing party's Confidential Information (“Compelled Disclosure”), the receiving party’s disclosure of such Confidential Information shall not constitute a breach of these Terms provided that the receiving party gives the disclosing party prompt written notice, unless notice is prohibited by Applicable Laws, so that the disclosing party may seek an appropriate remedy. The receiving party shall (a) disclose only that portion of the Confidential Information necessary to comply with Applicable Laws, (b) assert the privileged and confidential nature of Confidential Information against the third party seeking disclosure; (c) reasonably cooperate with disclosing party to protect against disclosure and/or obtain a protective order narrowing the scope of the Compelled Disclosure at disclosing party’s expense; and (d) continue to treat Compelled Disclosures as confidential in other respects.

14.5 Confidential Information always remains the property of its owner.

14.6 Upon termination or expiration of the Agreement, or upon written request of the disclosing party, the receiving party shall promptly return to the disclosing party or destroy, to the extent commercially and technically feasible, all tangible materials (e.g. notes) and copies thereof, containing the Confidential Information, except the receiving party may retain copies of disclosing party’s Confidential Information (a) stored electronically on data archives or back-up systems or (b) to comply with Applicable Laws applicable to the receiving party, provided that such copies shall be subject to the terms of these Terms while in receiving party’s possession.

14.7 Section 14 (Confidential Information) survives expiration or termination of this Agreement.

This Agreement will be construed and enforced in all respects in accordance with the laws of the State of Florida, U.S.A., without reference to its choice of law rules. Any payment disputes, controversy or claim arising under or pursuant to this Agreement shall be settled, to the extent possible, amicably. That failing, Participant agrees to submit exclusive venue in, and the exclusive jurisdiction of, federal and state courts, as applicable, located in Tampa, Florida, U.S.A.

16.1 Force Majeure. if, by reason of any Force Majeure Event OPSWAT is delayed in or prevented from performing any of its obligations under the Agreement, then such delay or nonperformance shall not be deemed to be a breach of the Agreement and no loss or damage shall be claimed by the Participant by reason thereof.

16.2 Nothing in the Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.

16.3 If and to the extent that there is any conflict between this Agreement and the Application Form, the terms of the Application Form shall prevail.

16.4 Each party acknowledges that the Agreement constitutes the entire agreement between the parties in relation to the Event and that it does not rely upon any oral or written representation made to it by the other. No variation of the Agreement shall be effective unless made in writing signed by or on behalf of each of the parties to the Agreement.

16.5 No rights under the Agreement may be assigned by the Participant without the prior written consent of OPSWAT. A person who is not a party to the Agreement shall have no rights under or in connection with it.

16.6 Notices. Notice given by a party to any other party will be in writing and effective upon confirmed delivery as follows: (i) if to Participant, when sent via email or physical address specified in the Application Form or otherwise on record provided by the Participant; and (ii) if to OPSWAT, when sent via email to Legal@OPSWAT.com or 5411 Skycenter Drive, #900, Tampa, FL 33607, Attn: Legal. A notice must specifically reference that it is a notice given under this Agreement. Emailed notices will be considered given and received when the email is sent. Participant agrees to accept service of process by mail. For the avoidance of doubt notice shall be deemed to be delivered at the time of delivery if delivered by hand or courier, and within two working days if delivered by prepaid first class post.

16.7 No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same.

16.8 If any provision of the Agreement (or any part of any provision) is found by a court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement and the validity and enforceability of the other provisions of the Agreement shall not be affected.