1. General provisions
The provisions of these Rules (the “Rules”) shall apply to any individual or legal entity (such as exhibitors, sponsors, visitors, speakers, journalists, advertisers and service providers) (the “Participants”), who requests admission or is invited to the professional events organised by Reed MIDEM, a French société par actions simplifiée (simplified limited company) with share capital of €310,000, having registered office located at 27/33 Quai Alphonse Le Gallo, 92100 Boulogne Billancourt, France, and registered with the Nanterre Trade and Companies Register under number 662 003 557 (the “Organiser”).
These Rules shall also apply to any other parties who contract with the Organiser. Where applicable, the goods and services proposed by the Participants at the event (the “Event”) shall be offered only to meet the requirements of any individual or legal entity whose business activities are directly related to the sector promoted by the Event, as defined in the participation contract. The Organiser reserves the right to refuse to contract with any person whose business is not directly related to the sector promoted by the Event or on any other reasonable grounds, such as a dispute, etc.
2. Acceptance of Contract Documents
Signature of any participation contracts and/or any admission to the Event shall be deemed the Participant’s total and complete agreement with and acceptance of the provisions of these Rules, the relevant participation contracts, the Code of Conduct, the specifications of the operator of the Event Venue operator (the event venue being defined as the venue where the Event takes place as indicated in the participation contract or such any other venue as the Organiser may decide, the “Event Venue”) and, in the case of Exhibitors (an "Exhibitor" is defined as any Participant who rents a stand and/or assigned location at the Event), the Exhibitors' Technical Manual and the insurance policies that the Organiser takes out on behalf of the Exhibitors (hereinafter, collectively, the “Contract Documents”), all of which may be downloaded directly from the Event’s website.
Accordingly, the Participant undertakes to comply with the Contract Documents, as well as with any health and safety measures which may be imposed by the relevant public authorities, the operator of the exhibition space and/or the Organiser and to cause its employees and service providers to comply therewith.
No amendments or reservations may be made by the Participant to the Contract Documents in any manner whatsoever.
3. Amendments to and priority of these Rules
The Organiser reserves the right to decide on all matters not covered by these Rules and to add new, immediately applicable provisions to cover such matters and any matters not otherwise dealt with by the general regulations governing commercial events which are posted on the www.unimev.fr website. The Organiser shall notify the Participants thereof as necessary.
These Rules shall prevail over any other terms that Participants may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In the event of a discrepancy between the French and any other translated versions of the Regulations, the French version shall prevail.
4. Postponement or cancellation of events
Until the date on which registration closes, Participants shall assume all risks associated with the non-occurrence of the Event and, in particular, they alone shall bear costs they may have chosen to incur in anticipation of the Event.
However, in the case of cancellation of the Event, Participants may be refunded any amounts paid prior to the cancellation. In the case of cancellation because of a force majeure event, as set out in clause “Limitation of liability and Force Majeure” below, Participants shall be refunded an amount equal to sums already paid less direct costs incurred by the Organiser in order to organise the Event, i.e. the costs and expenses (inclusive of any non-recoverable VAT or any other equivalent tax on sales) properly attributable to the hire of the Venue, the management, promotion (including all publicity campaigns) and operation of the Event (the “Direct Costs”).
If the Event is postponed, the amount of the deposit or participation fee paid by Participant shall be carried over in view of their participation in the new Event.
5. Admission requirements
Persons under the age of 18 may not be admitted to the Event, except with the Organiser’s prior written authorisation.
The Organiser reserves the right to refuse entry to or to have expelled, temporarily or permanently, any Participant whose presence, conduct or behaviour threatens the image, peace or safety of the Event and/or of the other Participants and/or of the Organiser and/or the integrity of the site. In such case, the Participant shall be reimbursed the share of sums already paid on a pro rata basis according to the remaining period of the Event.
To gain admission to the Event Participants must show an admission pass, which the Organiser shall issue free of charge or for consideration in accordance with its own procedures. The distribution, reproduction or sale of admission passes in order for any person other than the Participant to derive a profit therefrom is strictly forbidden and may be liable to prosecution.
Due to the international nature of the Event, Participants shall:
• Ensure that their participation is neutral in terms of political, ideological or religious expression;
• Not create disturbances (visual, audial, olfactory or of any other nature) to the organisation of the Event, the other Participants, whether or not in neighbouring stands, or the public, either at their stand, in the advertising space assigned to them within the venue or in the vicinity of the Event.
Otherwise, the Organiser reserves the right to impose penalties, including refusing admission to the Event.
6. Accreditation of Participants’ employees
Participants may accredit only their full-time employees from a single establishment, in a single country. The Organiser may at any time request documentary evidence thereof.
In the event a Participant accredits any person who does not meet the foregoing requirements, they shall be required to pay the registration fee applicable to visitors, as specified in the participation contract.
The Organiser reserves the exclusive right to post advertising and other marketing materials and operate promotions in the venue where the Event is held and in the immediate surrounding area.
All forms of advertising are strictly forbidden, with the exception of advertising that uses the media defined below, the advertising spaces that the Organiser assigns and the advertising materials displayed within the Exhibitor’s stand. In the event of non-compliance with these requirements, the Organiser may remove such advertising at any time without prior notice.
Participants shall not in any form whatsoever display products or services or advertise companies or businesses that are not Participants, without the Organiser’s prior written authorisation.
Furthermore, the distribution of leaflets, brochures, flyers or documents of any type for promotional or any other purposes is strictly limited within the Event venue and the immediate surrounding area and is subject to the Organiser’s prior authorisation. Participants shall not, in any manner whatsoever, advertise any practitioner or establishment that is a member of a regulated profession for which the national and official organisation that represents the profession prohibits advertising.
Certain of the Organiser’s events may be sponsored by Participants pursuant to the terms and conditions set forth in the relevant participation contract which specifies the characteristics of the event. Unless otherwise stated, such sponsorships are non-exclusive.
In the event that more than one Participant sponsors the same event, the Organiser shall promote the Participants in proportion to their respective contributions. The Organiser reserves the right in its absolute discretion to modify the characteristics of the event or to require the Participants to modify the materials intended to be distributed, in particular due to legal requirements and/or for reasons related to the general organisation of the Event and/or, more broadly, in the interest of all Participants. The Organiser shall do its utmost to notify the Participants in question beforehand, except in the event of pressing needs exempting the Organiser of such.
9. Photography and filming (audio and video)
The Organiser may prohibit the taking of photographs and/or the making of audio and video recordings by Participants who have not received accreditation from the Organiser for such purpose. Only photographers / cameramen who have received written authorisation from the Organiser for such purpose shall be allowed to operate within the Event venue. A copy of their photographic prints and/or audio and video recordings shall be provided to the Organiser upon request.
Unless Participants expressly refuse consent in advance, Participants authorise, free of charge, the Organiser and its partners to photograph and/or record the voice and image of the Participant(s), the stands or specific articles displayed within stands, distribute said photos and/or recordings to third parties and to communicate them to the public, in the whole world, which may be presented (in particular in the form of live or delayed broadcasting), reproduced without limit as to the number of reproductions and published, in the whole world, for a period of five (5) years, in any format, using any method or process known or unknown at this time, in whole or in part, on all tangible or intangible media known or unknown at this time, including, in particular, the internet (the websites of the Organiser and its partners and social networks), and on any other promotional or marketing tool it may use for information or promotional purposes.
10. Unfair competition and parasitic business practices
Participants formally undertake not to engage in activities that are identical or similar to those conducted in the Event venue (notably to participate in any meeting with professionals not registered to the Event), the immediate surrounding area or in any other exhibition area that the Organiser may designate, in particular, in places such as hotels or other sites external to said Event, during the period of the Event.
Accordingly, Participants in particular undertake not to directly or indirectly draw any other Participant away from any exhibition area for the purpose of presenting any of its products and/or services that are within the scope of the Event.
The Organiser reserves the right to have any breach of this provision evidenced by any witness sworn officer, to have the relevant Participant pay the costs associated therewith and to initiate any legal action enabling it to assert its rights.
The Organiser may enter into agreements with hotels, travel agencies and estate agents in order to assist Participants to the extent possible and under the best possible conditions, in finding accommodation or travel. However, this does not constitute an endorsement from the Organiser of any particular accommodation/travel provider or obligation on the part of the Organiser and the Organiser shall not be liable with respect to travel, hotel reservations and/or accommodations selected.
12. Assignment and distribution of locations
The Organiser shall determine the Event layout and assign locations. The Organiser shall endeavour to take into account Exhibitors’ requests, the nature of the products and services they plan to exhibit and the arrangement of the stand and/or assigned location they plan to install in accordance with the interests of the Event.
Participation in prior Event shall not entitle Exhibitors to a specific location. The Organiser shall in no event be liable to Exhibitors for any consequences that may ensue from the location assigned to them such as low foot traffic.
In the event that:
- a Participant/Exhibitor causes a disturbance or
- does not comply with the requirements of the Exhibitors’ Technical Manual, and/or
- in order to ensure the best possible presentation of the event in the interests of all Participants,
the Organiser reserves the right to modify, at any time and as often as it deems necessary, the use of the areas requested by Exhibitors, the location of stands or the decoration thereof. The Organiser shall use its reasonable endeavours to give those Exhibitors affected prior notice of its actions except in the event of a pressing need in which case the Organiser shall not be required to give prior notice.
13. Set-up, installation and decoration, break-down
Exhibitors and any person duly appointed to represent them undertake to (i) familiarise themselves with the Exhibitors’ Technical Manual and the specifications of the operator of the exhibition space in effect and comply therewith, (ii) comply with the safety measures imposed by applicable laws and regulations during set-up, break-down and throughout the Event, and (iii) be present at their stand and/or assigned location, solely for reasons related to set-up and break-down, as well as during the inspection by the teams responsible for ensuring compliance with safety standards.
Subject to the provisions of the Contract Documents, the event’s accident prevention plan, the Exhibitor’s specific prevention plan and consistent with the overall decoration of the Event, Exhibitors are free to fit out and decorate their stand, provided they do not hinder the visibility of safety signs and equipment or of nearby stands. In case of materials or installations deemed non-compliant to the Contract Documents, the Organiser reserves the right, at any time and at the Exhibitor’s expense, to prohibit the use of the stand and/or assigned location, to suspend the use of water and electricity or to have removed or to destroy any materials or installations deemed non-compliant.
14. Manning the stand and/or assigned location
Exhibitors shall at all times maintain sufficient staff at their stand and/or assigned location and keep it fully equipped during the entire duration of the Event, including if the duration of the Event is extended.
Exhibitors shall display products and/or services that comply with French and European laws and regulations and that originate from lawful activities and shall obtain all authorisations necessary to conduct their business at the Event. Products and/or services shall be displayed only within the stand, shall not encroach on the aisles and shall in no event inconvenience nearby Exhibitors or any Participant or personnel or representative of the Organiser or the Event operator. Materials and products and/or services shall be arranged in an aesthetic manner. Take-away sales or sales in which goods are immediately delivered to the buyer are forbidden, except with the Organiser’s prior written authorisation.
Events held at the stand and/or assigned location such as: attractions, shows, events etc. shall require the Organiser’s prior authorisation.
15. Damage and repairs
Exhibitors shall be liable for all damage they cause to their stand and/or assigned location. Accordingly, Exhibitors shall leave their stand and/or assigned location, as well as any equipment and materials supplied by the Organiser, in their original condition at the time they take possession of their stand and/or assigned location. Therefore, at the time they take possession of their stand and/or assigned location, Exhibitors shall have any existing damage evidenced and forward such evidence by email, on the same day, to the Organiser’s technical department. Otherwise, Exhibitors risk being invoiced for such damage.
The Exhibitors shall vacate its stand and/or assigned location and remove their goods, articles and specific decorations, as well as any residual waste from materials used to decorate stands, within the deadlines and during the hours specified by the Organiser and in compliance with local laws, regulations and practices concerning waste. If it fails to comply with such deadlines, the Exhibitor shall be liable for any expenses incurred as a result of its non-compliance with these instructions as well as for any damage caused by the Exhibitor.
16. Assignment and subletting of assigned locations
Participants are expressly forbidden from assigning, subletting or exchanging, free of charge or for consideration, all or any part of the locations assigned by the Organiser, including stands and advertising spaces.
However, more than one Exhibitor may be allowed to exhibit jointly provided they have submitted a prior request to the Organiser and the Organiser has approved the same.
17. Price and payment procedures
The participation fee and ancillary costs payable by the Participant (i) and the payment procedures and time periods (ii) are unilaterally specified by the Organiser in this contract, which the Participant expressly accepts. Depending on the signature date of the participation contract, the first payment shall be equal to amounts already due on the relevant date.
The Organiser does not apply any commercial discount, rebate or reduction policies, and Participants shall not be granted any discount in the event of payment before the due date.
An additional invoice shall be issued for any service Participants may order that is not specified in the relevant participation contract.
18. Late payment or non-payment
In accordance with Article L. 441.6 of the French Commercial Code (Code de Commerce), in the event of late payment, the Participant shall be liable for late payment penalties calculated at three (3) times the legal interest rate, as from the day following the payment date shown in the participation contract and on the invoice and of a flat compensation for recovery costs in the amount of 40 euros, it being specified that if the exposed recovery costs are superior to 40 euros, the Organiser may ask for supplementary compensation, with justificatory documents. This provision shall not be deemed a grant of an extension of time to make payment.
A Participant’s failure to comply with the Article “Price and payment procedures” clause shall automatically cause the amount of the participation fee to become immediately due and payable and/or shall entitle the Organiser to suspend performance of services, in particular access to the online community and/or the Event, and/or to reassign the stand’s location to another Participant.
If and when the issue giving rise to the suspension has been resolved, at the Organiser’s discretion, the Participant may be offered a substitute alternative solution.
Failure to pay the price in full shall preclude the Participant from registering for any future Event of the Organiser.
19. Cancellation of participation
Participants shall have no right to withdraw from, cancel or otherwise terminate a participation contract for any reason whatsoever, such participation contract being final and irrevocable. The application of articles 1195 and 1120 of the French Civil Code (code civil) is expressly excluded, which the Participant accepts. The entire amount of the participation fee shall be owed less direct costs in the following cases:
• The Exhibitor is not present at its stand 24 hours before the beginning of the Event, for any reason whatsoever. The Organiser may deem such default a cancellation of the Exhibitor’s participation and shall be free to make other arrangements with respect to the stand’s location, in which case the Exhibitor shall not be entitled to claim any refund or compensation;
• The Participant purports to cancel its reservation on any date whatsoever and for any reason whatsoever;
• At the time of its registration, the Participant provides information that is false, erroneous or becomes inaccurate and, as a result thereof, it is refused admission to the Event;
This clause shall not apply upon the occurrence of a force majeure event”, as defined by clause “Limitation of liability and Force Majeure below which, if proved, shall entitle the Exhibitor to a refund of all amounts paid less direct costs.
20. Intellectual property
The Participant warrants the Organiser that it or its licensors own all intellectual property rights in and to the content defined below and in the materials exhibited, or that it holds the authorisations necessary to display and/or distribute them in connection with the Event.
To ensure the complete transparency of the event, at the Organiser’s request, the Participant shall provide all catalogues and/or brochures, or the media containing them, related to the products and rights it offers.
The Participant shall inform the Organiser in writing if it plans to broadcast music at its stand and/or assigned location and/or in its advertising space, and shall file all required reports, in particular (but without limitation), with the SACEM (the French, Performing Rights Society) and/or other, relevant regulatory body and make the payments associated therewith.
The Participant shall indemnify and hold the Organiser harmless in the event of any recourse on the grounds of non-compliance with these obligations contained in this clause.
21. Organiser’s media and content
During the Event, the Organiser shall provide the Participants with media such as printed supports, databases, websites and all other supports specific to the Event (hereinafter, the “Organiser’s Media” or “Media”). The Organiser is the owner and publisher of this Media which it publishes and distributes, with the exception of the content published by Participants via the online community that the Organiser hosts.
This Media is protected and the Participant shall therefore not use it in any manner whatsoever without the Organiser’s prior written agreement.
• Organiser’s Media and Content provided to Participants
Participants acknowledge and agree that all texts, videos, images, data bases, distinctive signs, data, IT applications and/or functionalities published in the Organiser’s Media, with the exception of those submitted by Participants (hereinafter, the “Content”), are the property of the Organiser and/or third parties.
Participants shall in no event reproduce, modify, delete, distribute, grant and/or use the Content, in whole or in part, and in any manner whatsoever, without the prior written agreement of the Organiser, its licensors and/or the relevant right holders. Otherwise, Participants risk being liable or being held liable.
• Organiser’s Media and Content provided by Participants
The Participant authorises the Organiser to reproduce and use its own content, for the time period during which the Organiser’s Media is distributed, free of charge and in the whole world.
The Participant shall be solely liable for the information and documents that it provides and that are published and distributed via the Organiser’s Media. The Participant may not hold the Organiser liable, including in the event of an error and/or omission, in particular if due to erroneous or incomplete information provided by the Participant.
Furthermore, the Participant shall ensure that it holds all necessary authorisations and that the information and documents that it provides do not contain anything which is libellous, obscene, indecent, blasphemous or in any way unlawful. Failing this, the Participant shall hold the Organiser harmless in the event of any recourse.
• Placing advertising on the Organiser’s Media
The Organiser shall determine the advertising spaces available on its Media and has a right to control all advertising distributed thereon in order to ensure compliance with applicable laws and protect the interests of the Event and/or the Participants. In particular, the Organiser may delete any statements that may directly or indirectly draw any Participant away from the Event venue, offend the public, present false or misleading information or promote unlawful or regulated activities, services or products, as well as any unlawful statement or image.
Any authorised advertorial-type advertising within the Event venue must carry the banner “PUBLICITÉ / ADVERTISEMENT”.
The Organiser may refuse to publish the text or advertisement at issue, in which case the Participant shall be reimbursed the price of the advertising space, to the exclusion of any other expenses, less sums incurred by the Organiser before it discovers the unlawful nature of the publication.
In the specific situation where a Participant has placed an order for advertising on the Organiser’s Media but fails to provide the Organiser with the information and documents necessary for publication in a timely manner, the Organiser reserves the right to make other arrangements with respect to such advertising space, in particular to publish the statement “Space reserved by …”, followed by the Participant’s name. In such case, the Participant shall not be entitled to claim a refund of the price of its order or any compensation. The documents used to publish advertising shall be returned to the Participant or its representative only upon request. The Organiser is required to keep such documents for one (1) year only, and may destroy them after such period.
22. Online Event management Platform
For the purposes of organising business appointments between Participants, the Organiser may contract with a provider of an online Event Management Platform (EMP) tool.
In order to facilitate the registration of the Participants, to enable them to prepare the Event and schedule their business appointments during the Event, the Organizer may pre-fill on the Participant’s behalf the EMP with their personal data that the Organizer has in its possession via the participation contract. Once connected, the Participant is personally required to complete his/her own directory entry on the EMP in order to benefit from the facilities offered by the online tool. Any and all processing of this data is ruled by Clause “Privacy and Data Policy” below.
The Organiser denies all responsibility if the Participants do not receive any incoming messages or meeting requests from other Participants via EMP.
23. Privacy and Data Policy
The Organiser collects participants’ personal data by the present document or during participation to the Event (attended places or events, services operated). The data is processed by the Organiser for the purposes of carrying out its contractual obligations (notably customer’s data base management, events, services and ticketing management, invoicing and cash collection management) and promoting its activity. Such data is stored for a maximum duration of 10 years.
This personal data can be:
• integrated into the online database available to Participants to enable them to prepare the Event, promote their business and schedule their business appointments within the Event. In this respect, Participants undertake not to use the data for any other purposes. Reed MIDEM reserves the right to stop by any means any disturbance caused by any forbidden use of personal data;
• transmitted to sub processors that have undertaken to comply with Data Protection Laws requirement such as companies belonging to the same group, in particular the companies of the RELX group, service providers and partners, who may be located outside the European Economic Area;
• communicated to Participants, such as speakers, sponsors, exhibitors and buyers, who can be located outside the European Economic Area to carry out commercial prospecting;
• used on all distribution and promotional media in connection with the relevant Event including over the internet;
• processed for distribution and promotional analysis (profiling, targeting).
As a data controller, the Organiser have implemented and maintain appropriate technical and organisational measures in such a manner that its processing of personal data meet the requirements of French and European Data Protection Laws and in particular GDPR.
Participants may exercise their right to access, obtain, correct and oppose the use of their personal data by writing to: firstname.lastname@example.org. In case of unsatisfied answer to Participants’ request, Participants may raise a complaint before the French National Data Protection Authority (Commission Nationale Informatique et Libertés or CNIL) www.cnil.fr.
Participants shall take out all insurance policies necessary for their participation in the Event. The Organiser declines all liability in this regard, in particular for the loss or theft of personal property.
The Organiser has taken out, on behalf of the Exhibitors only, an insurance policy that covers, at no expense to them, the following risks only:
• Civil liability to third parties;
• All other risks to property exhibited, including the fittings and decorations of the stand.
The detailed terms and conditions of the aforementioned insurance covers, in particular cover limits, excess amounts and applicable exclusions, are set forth in the applicable insurance policies, a copy of which will be provided to
Exhibitors if they request it from the Organiser. A summary of these terms and conditions can also be found in the section of the Exhibitors’ Technical Manual entitled “Insurance”.
Exhibitors are responsible for verifying that these terms and conditions are appropriate in light of the scope of the risks covered and the value of property exhibited, including the fittings and decorations of the stand. If not, Exhibitors shall take out additional insurance policies.
The Organiser shall in no event be liable for any claim for which Exhibitors may be liable or any loss Exhibitors may incur in the event of inadequate insurance cover.
25. Limitation of liability and Force Majeure
The Organiser undertakes to carry out all services set out in the participation contract in accordance with professional standards and practices and the regulations in force, except in cases of force majeure.
Should the Organiser fail to fulfil any of said obligations, the Participant expressly waives its right to invoke enforcement of article 1223 of the French Civil Code and shall be required to lodge a claim for compensation with the courts within one (1) year from the breach, failing which such claims shall be time-barred.
In addition, the Organiser shall only be held liable for direct damages incurred by the Participant, for which the Organiser is responsible, without any joint and several liability vis-a-vis third parties contributing to the damage. Compensation shall not cover disturbances of peaceful enjoyment, business damages, and/or any consequences related to the cancellation or postponement of the event. Lastly, compensation for any harm thus sustained by the Participant may never exceed the amount paid in connection with its participation in the Event.
"Force Majeure" means any health, climate, economic, political or social situation at the local, national or international level: (i) which could not have been reasonably foreseen at the time of entering into the participation contract, (ii) which is beyond the control of the parties, and (iii) which precludes the performance of the parties' obligations, and, in particular, the holding of the Event, or which poses a risk of disturbances likely to seriously affect the organisation and the smooth running of the Event or the safety of persons and property.
In the event that the Participant fails to fulfil any of its obligations under the Contract Documents and following formal notice gone unheeded and depending on the circumstances, the Organiser reserves the right to take the following actions:
• unilaterally and automatically terminate the participation contract;
• order the immediate closure and then the taking down of the stand and/or assigned location and/or the immediate expulsion of the Participant from the Event venue;
• prohibit the Participant from participating in the Event for two (2) full consecutive years;
• suspend access to the database at any time, without compensation;
• require the Participant to comply with a court decision that makes a finding of infringement
without the Participant being entitled to claim any compensation.
These sanctions may be imposed without prejudice to legal action the Organiser may initiate to assert its rights and claim damages on the grounds of the Participant’s breach of contract.
The Participant shall be liable for expenses incurred in connection with the Organiser’s actions to enforce the terms of these Rules and/or the Contract Documents against the Participant (in particular, bailiff’s costs, costs associated with taking down the stand, etc.).
In the event any of the above provisions is held to be void or unenforceable, such provision shall be severed from the agreement without affecting the validity of the other provisions of these Rules.
28. Compliance with Laws
The Parties are required to comply with all laws relevant to its rights and obligations under these Rules and/or the relevant Contract Documents. Bribery and any other form of unethical business practice are prohibited in relation to the Event. All business transactions in relation to the Event shall be accurately and completely recorded in accordance with applicable laws. The Participant shall not in connection with the Event accept gifts or inducements of any kind nor give or offer to give any person, an inducement or gift of any kind that could be perceived by others to be a bribe.
29. Governing law and jurisdiction
The Rules and the Contract Documents are governed by French law.
IN THE EVENT OF A DISPUTE CONCERNING THE VALIDITY, INTERPRETATION OR PERFORMANCE OF THIS DOCUMENT, THE PARTIES UNDERTAKE TO SEEK AN AMICABLE RESOLUTION WITH THE POSSIBILITY OF USING A MEDIATOR. IN THE EVENT THAT THE PARTIES FAIL TO REACH AN AMICABLE SOLUTION, THE COURTS OF PARIS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR SUCH DISPUTE, WHICH THE PARTIES EXPRESSLY ACCEPT