Jump to Exhibitor Terms & Conditions
ATTENDEE TERMS & CONDITIONS
Last Modified: August 22, 2012
1. This Agreement
Please read this Agreement carefully before otherwise accessing the Website. In order to use the Website, you must first agree to this Agreement. By accessing a web page of the Website (other than this Agreement), Visitors indicate that they have read and agree to be bound by the terms and conditions set forth in this Agreement. Registrants indicate their agreement to this Agreement either as do Visitors or by means of a click-through consent, as available. Furthermore, you are not authorized to use the Website if (i) you are not of legal age or otherwise do not have the legal capacity to form a binding contract with Operator, or (ii) you are a person barred from using the Website either (a) under the laws of the jurisdiction in which you reside or otherwise from which you are attempting to access the Website, or (b) due to prior violations of this Agreement. If you do not agree to be bound by this Agreement, you are not authorized to use the Website.
1.2 Modification. We reserve the right to modify this Agreement at any time. You agree to review this Agreement periodically to be aware of all such modifications. You further agree that your continued use of the Website after a modified version of this Agreement has been posted to the Website shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after "Last Updated" at the beginning of this Agreement. If you do not agree to abide by the initial version and each modified version of this Agreement, you are not authorized to use the Website. A current version of this Agreement is accessible via the footer of the Website's homepage.
2.1 Registrant Profile; Password. Registrants will receive a user ID and password ("Registrant Profile") to access their registration account ("Account"). Registrants agree not to allow any third party to use their Registrant Profile to access the Website and to safeguard the information that would allow another person or entity to access the Website by using their Registrant Profile. Registrants shall be responsible for their failure to safeguard such information and/or to allow any other individual or entity to access or use the Website by using their Registrant Profile. No Registrant Profile or Account, or any portion thereof, may be transferred or sold by a Registrant. Registrants shall notify Operator in writing immediately of any unauthorized use of their Registrant Profile, Account or the Website. Registrants and Visitors agree that Operator shall not be liable for any loss that results from the unauthorized use of any Registrant Profile or Account, either with or without our knowledge.
2.2 Accurate Information. You shall provide us with accurate, complete and current information during registration, and update information provided to us if and as soon as such information should change.
2.3 Disabling or Revocation of Registration. We have the right to cancel your registration to the Event and/or access to your Account at any time, for any reason as determined by us in our sole discretion, including without limitation if we believe you have violated this Agreement. If we disable access to your Account, you may be prevented from accessing the Website, your Account details and/or any files or other various materials, all of which may be deleted by us.
2.4 No Transfer. Your registration to the Event and/or right to use the Website through your Account is not transferrable to any other person. It is forbidden to transfer badges, passes and any other credentials used for gaining admittance the Event.
2.5 Event Traffic. Lines to register for the Event or otherwise to enter the Event may be quite long. You can facilitate your admittance to the Event by registering through the Website prior to the Event, though doing so does not ensure that you will be admitted to the Event quickly. We work hard to make admittance to the Event a smooth process for everyone, but as the number of Registrants tends to be large and only a certain number of people can be processed and/or admitted at one time, you may to have to wait even a significant amount of time before being admitted to the Event.
3. Small Business Expo.
3.1 About the Event. The Event is a business networking event & trade show which brings together business professionals such as Business Owners, CEOs, Presidents, CMOs, CFOs, Entrepreneurs and other senior level management and business professionals. The Event features numerous exciting and insightful business industry related panel discussions, workshops, networking events and classes. Subject to any applicable fee or fees, Registrants will be eligible to participate in most activities offered at the Event on a first-come, first served basis, with limited availability.
3.2 Participants; Exhibitors. You may register for the Event by completing the registration process, as more fully described in Section 2 hereof. Exhibitors must fill out Operator's Exhibitor Application located atwww.thesmallbusinessexpo.com (click on BE AN EXHIBITOR, download the Exhibitor Prospectus and complete the appropriate Exhibitor Application for the applicable city) and agree to the terms and conditions attached to Operator's Exhibitor Application (the "Exhibitor T&C"). Exhibitors acknowledge and agree that by returning the Event Exhibitor Application to us, or by filling out the Event Exhibitor Application with one of Operator's staff member on the phone, via email, and or by fax, they agree to be bound by the terms and conditions of the Exhibitor T&C.
3.3 Directories. Upon registering for the Event (either as a Participant or Exhibitor), Registrants may elect to be listed in the Event's online business industry directory, located at BizNation.biz (the "Online Directory"). Such a listing will include each Registrant's name, phone number, email address, address, website, industry job and other information. The Online Directory will be available online to Visitors and Registrants. Registrants may also elect to be listed in the Event's hard copy business industry print directory (the "Print Directory"). Such a listing will include a Registrant's name, title, company, address, phone, email address and other information. Listings will be sorted alphabetically and possibly by Job Type and Industry. Only Registrants who wish to be listed in the print directory will be provided with a listing. Being listed in this Print Directory is FREE of charge. Copies of the Print Directory will be sold at the Event and otherwise at Operator's discretion, for an additional fee.
3.3.1 Directory Refund Policy. Registrants who choose to be listed in the Online Directory will pay a monthly recurring fee until they cancel their subscription (the current monthly fee is listed on the check-out page which you must agree to in order to complete the purchase of your online listing). There are NO REFUNDS for Online Directory listings once you have submitted a listing entry. You may, however, cancel your listing at any time and choose (beginning with the following month) not to renew your listing in the Online Directory (doing this will cancel your membership completely and you will no longer be charged the monthly recurring fee). You may do this by logging into your Account and then clicking "CANCEL" where indicated. If you wish to be removed from the Print Directory, you must notify us of this in writing no later than thirty (30) days prior to the printing date of the Print Directory; after such a time, we will not be able to cancel your listing in the Print Directory
3.4 Scanning PII. Certain of the personally identifiable information ("PII") and other information provided by Participants at registration will be available to Exhibitors during the Event and thereafter; however, a Participant's credit card information shall not be provided to Exhibitors by us unless expressly requested by you. Specifically, Exhibitors who rent bar code scanners during the Event will be able to scan a bar code contained on each Participant's name tag and obtain certain PII and other information about such Participant. Participants agree that by providing us with their information at registration, we and Exhibitors are free to use your information in such a manner and otherwise as determined in our sole discretion.
3.5 Job Interviews. If offered at the Event, Participants may register to participate in various job interviews at the Event. Participants acknowledge and agree Operator merely provides a forum for such activities and Operator does not endorse and has no control over the parties conducting such interviews. If offered at the Event, such job interviews have a limited number of available slots and you are not guaranteed participation.
3.6 Recording of the Event; Grant of Rights to Use Name, Image and Likeness. We will be photographing, videotaping and otherwise recording the Event and using the resulting footage for promotional purposes. Each Registrants acknowledges and agrees that such Registrant hereby grants Operator the exclusive, perpetual, worldwide, irrevocable, royalty free right and permission to use, distribute, publish, exhibit, digitize, broadcast, display, reproduce, and otherwise use such Registrant's name, image, likeness, voice and biography (or any copyrighted material or trademarks owned and displayed by such Registrant) in any manner or media whatsoever (whether now known or hereafter known) including without limitation for the purposes of advertising or trade in promoting and publicizing the Event, Operator and/or our products and services.
3.7 Exhibitor Speech or Expression. The Event offers the opportunity for various types of Exhibitors to present their products and services, and otherwise to communicate their thoughts and opinions, to Participants. We do not endorse or otherwise condone the statements made by, or the activities of, any Exhibitor, and Participants acknowledge and agree that Operator shall not be liable for any act or omission of an Exhibitor at, or otherwise in connection with, the Event.
3.8 Refer-A-Friend Programs. We may, from time to time offer Registrants participation in a Refer-A-Friend or other like program. The terms and conditions of any such program may be modified by us at any time in our sole discretion. We may also cancel any such program at any time, and any benefit provided by us in connection with such a program is offered on an as-available basis only.
3.8.1 Qualified Referrals. A qualified referral (each, a "Qualified Referral") is triggered when someone you have referred to us both registers with us for the Event and attends the Event in person. If a person referred by you does not fulfill both of these requirements, such person will not be deemed to be a Qualified Referral. Notwithstanding the foregoing, only people who have not yet registered with us for the Event (at the time that they were referred by you) may be counted as Qualified Referral. Unless we expressly state otherwise in writing, each program is limited to fifty (50) Qualified Referrals per referrer.
3.8.2 Value; No Transfer. Unless stated otherwise, for each Qualified Referral you will earn One Dollar ($1) of value towards the gift card being offered. You will be responsible for any and all tax liability arising out of your accrual of value, redemption and receipt of a gift card. Each gift card will expire on the date stated on the card or on the written materials accompanying the card. Gift cards will be sent to the address listed in your Account, and we shall have no liability for misdirected or lost cars due to an incorrect address. Gift cards may not be sold, bartered, assigned or otherwise transferred to any third party.
3.8.3 No Spam. Bulk email distribution, distribution to strangers, or any other promotion of us or an Event in a manner that would constitute or appear to constitute spam or unsolicited commercial email under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of a referrer's participation in a program.
4. Commercial Transactions.
4.1 Purchases. Certain products or services, including those services geared to Participants and Exhibitors, may be offered for sale through the Website by phone, at the Event or otherwise by us. In the event you wish to purchase any of these products or services, you will be asked by Operator or an authorized third party on Operator's behalf to supply certain PII, including without limitation, your full name, address, telephone number and credit card information. You shall provide Operator and/or such third party with accurate, complete and current information at all times, and comply with the terms and conditions of any additional agreement that you may enter into which governs your purchase of such product or service. You shall be responsible for all charges incurred through your Account.
4.2 Payment. Your right to use any service or product that is available for purchase through the Website, by phone, at the Event or otherwise is contingent upon your payment in full of the applicable fees indicated at the time of purchase (the "Fees"). Each applicable portion of the Fees must be paid in full at the time of purchase. You may pay any portion of the Fees by Visa, MasterCard, Discover or American Express credit cards. In addition to the Fees, you will also be charged a $2.00 convenience fee per registration for registering for the Event through the Website. This $2.00 convenience fee is only applied if you purchase an item such as a workshop, the after party, or other such “upsell” that has a fee attached. If you opt for the FREE admission option, then no $2.00 convenience fee will be applied. If payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, you agree that we reserve the right to withhold delivery of the products and/or services requested and/or to suspend or terminate your Account, and/or any of our obligations hereunder.
4.3 No Refunds. Except for as expressly set forth in this Agreement, in no event will any portion of the Fees paid by you be returned to you and/or applied as a credit for any future show managed by Operator. Operator has the right to cancel your registration to the Event (and, if during the Event, Operator has the right to have you and/or your representatives removed from the Event) at any time due to the your breach (or any a breach by any of your representatives) of the terms of this Agreement, as determined by Operator in Operator's sole discretion. If your registration to the Event is so cancelled by Operator or if you or your representatives are so removed from the Event, you shall not receive any refund of any Fees paid by you. Notwithstanding the foregoing, if, however, products and/or services you have purchase cannot be provided to you due to the fault of Operator (including due to the cancellation of the Event), Operator shall provide you with a full refund of the Fees applicable to such cancellation, minus a registration processing charge of 20% of such Fees. Operator shall not be responsible for any delays, damages, losses, increased costs, or other unfavorable conditions arising in connection with any delay, rescheduling or cancellation of the Event, and you waive all claims arising therefrom.
4.4 Taxes. You shall be responsible for obtaining all licenses, permits and approvals under local, state or federal law applicable to your purchase of any products and/or services from Operator or a person acting on behalf of Operator, and obtaining all tax identification numbers and paying all taxes, license fees and other charges that become due to any governmental authority or other person in connection with such products and/or services.
5. No Endorsement; Release.Operator is not affiliated with and does not endorse any Exhibitor or the products or services offered by any Exhibitor or advertised or otherwise referenced on the Website or at the Event by Exhibitors, and does not guarantee the accurateness or validity of any such products or services. You hereby release Operator and each of its members, manager, directors, officers, personnel, representatives, employees, agents and independent contractors (collectively, the "Operator Parties") from all claims, demands, damages (actual and consequential) and other liabilities, of every kind and nature, known and unknown, arising out of or in any way connected, directly or indirectly, with your use of the Website or participation at the Event, including without limitation (i) any act or omission of Operator or an Exhibitor, (ii) any products or services provided or offered by an Exhibitor, or otherwise, and (iii) any dispute between you and an Exhibitor, or you and any other third party in connection with your use of the Website.
6. Submitted Content; Review of Submitted Content; Usage Restrictions.
6.1 Content and Submitted Content. The Website contains various text, comments, icons, images, messages, tags, links, photographs, audio, video and other content (collectively, “ Content”). We also may offer Registrants the opportunity to post certain Content to the Website in connection with certain interactive Website features, including without limitation commenting on text and participating in discussion forums (“Submitted Content”). We encourage you to enjoy and contribute to these forums but at the same time ask that you be responsible Website community members who adhere to the applicable terms of this Agreement relating to such forums, so that all participating Registrants can have an equally enjoyable experience. To this end, you acknowledge and agree that (i) Operator has no obligation to use or respond to any Submitted Content; (ii) the provision of Submitted Content by you in no way imposes any other obligation on Operator, whether of confidentiality, attribution, or otherwise, and Operator shall not be liable for any use or disclosure of any Submitted Content; (iii) all Submitted Content submitted by you shall be accurate and shall not violate the copyright, trademark, patent, trade secret, right of publicity or any other intellectual property or other right of any third party; (iv) you will not post any Submitted Content to the Website which contains Trademarks (as hereinafter defined) or other third party materials prohibited by this Agreement or otherwise by law, (v) you hereby waive any and all claims (including, without limitation, claims based upon invasion of privacy, defamation, false light, or right of publicity) arising out of any alteration, distortion or other use of your name, image or likeness or that of any third party which is included in any Submitted Content (including without limitation your photograph or the photograph of a third party), (vi) you will not post any Submitted Content to the Website that was previously published or which is otherwise unoriginal, (vii) you shall pay for all royalties, fees and any other monies owed to any person by reason of any Submitted Content that you post to the Website, (viii) Submitted Content may be subject to size and usage limitations, and you are responsible for adhering to such limitations, and (ix) all Submitted Content shall adhere to the provisions of Section 6.3 hereof specifically and generally to all other applicable sections of this Agreement.
6.2 Quality and Review of Submitted Content. Operator does not and shall not have any obligation to review Submitted Content. If Operator does review Submitted Content, we do so quickly only in order to review that such Submitted Content is not obviously inappropriate or offensive. Thus we cannot and do not guarantee the accuracy, integrity or quality of any Submitted Content and we cannot and do not assure that harmful, inaccurate, misleading, deceptive, offensive, inappropriate, threatening, defamatory, unlawful or otherwise objectionable Submitted Content will not appear on the Website. Notwithstanding the foregoing or anything to the contrary herein, Operator has the absolute right (but not the obligation) to pre-screen, review, flag, filter and monitor all Submitted Content in our sole discretion, and Operator reserves the right to alter, edit, refuse to post or remove any Submitted Content, in whole or in part, for any reason or for no reason, and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and/or to protect ourselves, Registrants, Visitors or our service providers, all as determined in our sole discretion.
6.3 Usage Restrictions. You shall not (and you shall not permit anyone else) to copy, modify, create a derivative work of, reverse engineer, translate, adapt or decompile (or attempt to translate, adapt or decompile) or otherwise attempt to extract any software underlying the Website.
You further agree not use the Website in any manner that:
(a) is designed to interrupt, or destroys or limits the functionality of, any computer software or hardware or telecommunications equipment;
(b) interferes with or disrupts the Website, websites linked to the Website, or otherwise interferes with operations or services of the Website in any way, or acts illegally or maliciously against the business interests or reputation of Operator and/or the Event;
(c) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person's copyrighted work), or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
(d) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by Operator in our sole discretion;
(e) causes us to lose (in whole or part) the services of our internet service provider(s) or other supplier(s);
(f) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(g) links to or uses materials or other content, directly or indirectly, to which you do not have a right to link or use, or deep-links to any portion of the Website without our express written consent;
(h) aggregates any Content (whether using links or other technical means or physical records associated with purchases made through the Website) with material from other sites or on a secondary website without our express written permission; or
(i) violates, or encourages others to violate, this Agreement or any other additional applicable agreements between you and us, or violates or encourages others to violate any applicable local, state, national, or international law.
6.4 Grant of License to Submitted Content. By posting Submitted Content to the Website or by otherwise submitting Submitted Content to us (if applicable), you automatically grant, and you represent and warrant that you have the right to grant to Operator, a non-exclusive, perpetual, irrevocable, sub-licensable (through multiple tiers), assignable, fully-paid, royalty free, and worldwide license to use, copy, modify, adapt, publish, make, sell, publicly display, derive revenue or other remuneration from, communicate to the public, distribute (through multiple tiers), perform or display such Submitted Content (in whole or in part) and/or to create derivative works of or incorporate such Submitted Content in other works in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing through multiple tiers of sub-licensees, including without limitation the right to exercise the copyright, right of publicity, and any other rights contained in or accompanying such Submitted Content for any purpose, including without limitation for purposes of advertising and publicity on the Website and elsewhere. Operator shall not be limited in any way in our use, commercial or otherwise, of any Submitted Content, and you hereby waive all moral rights in, or approval rights to, any Submitted Content you post to the Website or otherwise provide us. Further, we reserve the express right to incorporate any Submitted Content posted to the Website or otherwise conveyed by any Registrant to Operator into any further work, in any medium now or hereafter known, without prior consent or review, and without attribution or payment of any royalty or fee whatsoever.
7. Intellectual Property.
7.1 Proprietary Rights. The Website contains various Content which is protected by the copyright,
trademark and other laws of the United States and/or other jurisdictions. Other than for Submitted Content provided by you, as between you and Operator (i) all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to the Website (including without limitation all Content appearing therein) is owned exclusively by Operator, and (ii) you have no rights in and to the Website other than for the limited rights expressly set forth in this Agreement. Except for that information which is in the public domain or for which you have been given express written permission by Operator, no Content may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without the prior written consent of Operator and, where applicable, our licensors. However, you may print copies of materials on the Website for your personal, noncommercial use only, provided that you must keep intact all copyright, Trademark, and other proprietary notices appearing therein and that you use such materials only in the manner permitted by this Agreement, and not in any manner which competes with or disparages Operator and/or the Event.
7.2 Copyright Agent. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (i) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Operator actual knowledge of facts or circumstances from which infringing material or acts are evident. Operator's copyright agent for notice of claims of copyright infringement can be reached as follows:
Name: Small Business Expo Copyright Agent
Address: 3 Columbus Circle, 15th FL, New York, NY 10019
We suggest that you consult your legal advisor before filing a notice with Operator’s copyright agent. You should note that there can be penalties for false claims under the DMCA. Operator will, in appropriate circumstances and to the extent plausible, terminate the right of Visitors or Registrants who infringe the rights of copyright holders to interact with certain portions of the Website.
7.3 Trademarks. All Trademarks appearing on the Website are the property of their respective owners. Operator is not affiliated with, or sponsored or endorsed by, any other third party trademark owner whose Trademark appears on the Website. As used herein, the term "Trademarks" means, collectively, all service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings and trade dress appearing on the Website which indicate a source of products or services. Trademarks are protected by the trademark laws of the United States and other jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation the distribution of Content for advertising or publicity or otherwise, without our prior written consent or the consent of such third party Trademark holder, as applicable. In no event may any Trademarks be used in any manner that is likely to cause confusion, or in any manner that disparages or discredits Operator and/or the Event.
9. License. Other than for Submitted Content that you submit to us, you agree not to use, copy, reproduce, distribute, publish, display, perform, modify, create derivative works of, transmit, retransmit, sell, publish, broadcast, circulate, display or in any way exploit any Content (including any copyrighted material, trademarks, or other proprietary information), in whole or in part, whether by e-mail or by any other means, for any purpose other than for your personal, non-commercial use. Notwithstanding the foregoing, you may download Content as machine readable copies and/or print copies of any web page, provided that such copies will be used for your own personal (non-commercial) use and not for the purposes of disparaging or competing in any manner with Operator and that all copyright notices related to such Content are included.
10. Links. The Website may provide links to other websites (collectively, "Linked Sites"). None of the Linked Sites are under the control of Operator and Operator is not responsible for (i) any of the content, advertising, services, products, or other materials on a Linked Site, (ii) any changes or updates to a Linked Site or the availability of a Linked Site, or (iii) any form of transmission received from any Linked Site whatsoever. Operator is providing links to a Linked Site to you only as a convenience, and the inclusion of any link does not imply an endorsement by Operator of a Linked Site or any association with its operators or owners or an endorsement of Operator by the operator or owner of any Linked Site. Operator is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. All such websites shall be subject to the policies and procedures of the operator of such websites, and not the terms and conditions of this Agreement.
11. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO EACH OF THE PROVISIONS SET FORTH IN SECTIONS 11.1 AND 11.2 BELOW:
11.1 YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE AND PARTICIPATION IN THE EVENT IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED "AS IS", "WHERE IS", AND "AS AVAILABLE". NONE OF THE OPERATOR PARTIES ASSUMES ANY RESPONSIBILITY FOR YOUR PARTICIPATION IN THE EVENT OR YOUR USE OF THE WEBSITE INCLUDING WITHOUT LIMITATION ALL CONTENT, AND MAKES NO PROMISES, GUARANTEES, PREDICTIONS OF SUCCESS OR ANY CLAIMS TO SPECIAL EXPERIENCE, INSIGHT, OR EXPERTISE. NO INFORMATION OBTAINED FROM OPERATOR, OR ANY THIRD PARTY THROUGH THE WEBSITE OR PARTICIPATING IN THE EVENT, WHETHER PROVIDED ORALLY OR IN WRITING, SHALL CREATE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION THAT (I) YOUR PARTICIPATION IN THE EVENT, YOUR USE OF THE WEBSITE OR YOUR RELIANCE ON SUCH INFORMATION WILL MEET YOUR REQUIREMENTS, (II) YOUR PARTICIPATION IN THE EVENT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS OR OMISSIONS, (III) ALL CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE OR CURRENT (IV) DEFECTS IN THE OPERATION OF THE EVENT OR THE FUNCTIONALITY OF ANY PORTION OF THE WEBSITE WILL BE CORRECTED OR UPDATED, AND ALL SUBMITTED CONTENT WILL NOT BE LOST OR DELETED, (V) DESCRIPTIONS OF PRODUCTS OR SERVICES OFFERED BY EXHIBITORS WILL BE ACCURATE, AND (VI) ANY OPERATOR PARTY IS IN ANY WAY LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER THAT MAY DIRECTLY OR INDIRECTLY RESULT FROM YOUR PARTICIPATION IN THE EVENT OR YOUR USE OF THE WEBSITE. SPECIFICALLY, EXHIBITORS OR OTHER THIRD PARTIES WITH WHOM YOU INTERACT THROUGH THE WEBSITE OR AT THE EVENT OR WHO, FOR EXAMPLE, TEACH CLASSES OR CONDUCT WORKSHOPS, INTERVIEWS, AUDITIONS OR OTHER ACTIVITIES, DO SO EXCLUSIVELY ON THEIR OWN BEHALF AND NONE OF THE OPERATOR PARITES ARE RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF YOUR INTERACTION WITH SUCH THIRD PARTIES OR WITH ANY OTHER PERSON WITH WHOM YOU INTERACT EITHER THROUGH THE WEBSITE OR AT THE EVENT OR IN CONNECTION WITH THE EVENT, INCLUDING WITHOUT LIMITATION ANY SPEECH OR OTHER EXPRSESION MADE BY A THIRD PARTY. NONE OF THE OPERATOR PARTIES SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR HAPPENING DIRECTLY OR INDIRECTLY THROUGH YOUR USE OF THE WEBSITE OR PARTICIPATION IN THE EVENT. SPECIFICALLY, EACH OF THE OPERATOR PARTIES DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH YOUR USE OF THE WEBSITE AND YOUR PARTICIPATION IN THE EVENT. YOU FURTHER HEREBY EXPRESSLY RELEASE EACH OF THE OPERATOR PARTIES FROM ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE WEBSITE AND/OR THE EVENT.
11.2 NO GUARANTEE. NONE OF THE OPERATOR PARTIES (I) MAKES ANY GUARANTY OF THE ACCURACY, CORRECTNESS, USEFULNESS OR COMPLETENESS OF ANY CONTENT, (II) IS LIABLE FOR LOSSES OR DAMAGES ARISING FROM, ANY CONTENT APPEARING ON THE WEBSITE OR MATERIALS APPEARING AT THE EVENT OR ANY PRODUCTS OR SERVICES PROVIDED THROUGH OR IN CONJUNCTION WITH THE WEBSITE OR THE EVENT, AND (III) IS RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ARISING FROM THE USE OF ANY SUCH CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDING YOUR RELIANCE THEREON. SPECIFICALLY, NONE OF THE OPERATOR PARTIES ENDORSES OR IS RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF ANY EXHIBITORS OR OTHER THIRD PARTIES DURING THE EVENT, INCLUDING WITHOUT LIMITATION ANY PANEL DISCUSSIONS, CLASSES, WORKSHOPS, INTERVIEWS OR AUDITIONS OR ANY PRODUCTS OR SERVICES OFFERED IN CONNECTION THROUGH THE WEBSITE OR IN CONNECTION WITH THE EVENT OR OTHERWISE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES, LOSSES, LIABLITIES OR NEGATIVE CONSEQUENCES RESULTING FROM YOUR USE OF THE WEBSITE OR PARTICIPATION IN THE EVENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OPERATOR OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT
12. LIMITATION OF LIABILITY.
12.1 LIMITED LIABILITY AND DAMAGES. IN NO EVENT SHALL ANY OF THE OPERATOR PARTIES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR THE EVENT, OR ANY PRODUCTS AND/OR SERVICES ACQUIRED THROUGH THE WEBSITE OR IN CONNECTION WITH THE EVENT, WHETHER OR NOT OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 CAP ON LIABILITY. IN NO EVENT SHALL THE OPERATOR PARTIES' AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, YOUR USE OF THE WEBSITE OR YOUR PARTICIPATION IN THE EVENT, OR YOUR INTERACTION WITH ANY EXHIBITOR, EXCEED THE LESSER OF (A) THE VALUE PAID BY YOU FOR THE GOODS AND/OR SERVICES WHICH GIVE RISE TO SUCH A CLAIM, IF APPLICABLE, OR (B) ONE THOUSAND DOLLARS ($1,000).
12.3 EXCEPTIONS. THE LIMITATIONS ON THE LIABILITY OF ANY OPERATOR PARTY TO YOU IN THIS SECTION 12 SHALL APPLY WHETHER OR NOT ANY SUCH OPERATOR PARTY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY LIABILITY, LOSSES OR DAMAGES ARISING IN CONNECTION WITH THE WEBSITE AND/OR THE EVENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 11 OR 12 HEREOF MAY NOT APPLY TO YOU.
13. Indemnity. Notwithstanding anything to the contrary herein, you hereby agree to indemnify, defend and hold each of the Operator Parties harmless from and against any and all claims, demands, actions, losses, expenses, damages (actual and consequential, direct and indirect) and liabilities of every kind and nature, including without limitation reasonable attorneys' fees and disbursements, made by any third party due to or arising out of (i) any breach by you (or any of your representatives) of any representation, warranty or covenant made in this Agreement or any further agreement executed by you with Operator (if applicable), (ii) any act or omission by you (or any one of your representatives) or the failure by your (or any of your representatives) to fulfill any of your obligations described in this Agreement, and/or (iii) otherwise arising out of your use of the Website and/or your participation in the Event. If your indemnification obligations under this Section 13 are invoked by any Operator Party, such Operator Party shall reasonably cooperate with you and shall at all times have the right fully to participate in such defense with its own counsel and at its own expense. You shall not enter into any settlement that imposes any liability or obligation on any of the Operator Parties or contains any admission or acknowledgment of wrongdoing (whether in tort or otherwise) without each such Operator Party's prior written consent.
14. Third Parties. Your participation, correspondence or business dealings with any third party found on or through the Website or resulting from contacts made during the Event, in general or specifically regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that none of the Operator Parties shall be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.
15. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Operator by this Agreement or otherwise.
17. Notices. All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Film, Stage & ShowBiz Expo, 3 Columbus Circle, 15th FL, New York, NY 10019, and to a Registrant at the address listed in such Registrant's registrant profile (if an address is provided) and/or by electronic mail. Notice shall be deemed given three (3) days after the date of the mailing.
18. Governing Law. You acknowledge and agree that this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, excluding conflict of law provisions thereof that would indicate the application of the laws of any other jurisdiction, and you hereby submit to exclusive jurisdiction in the federal and state courts of New York, New York. You agree to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
19. Timely Filing of Claims; Waiver of Class Action. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE MUST BE FILED BY YOU PURSUANT TO SECTION 18 ABOVE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN. FURTHERMORE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURE. ANY CLAIM ARISING OUT OF, RELATING TO OR CONNECTED WITH (I) THIS AGREEMENT, (II) YOUR USE OF THE WEBSITE OR PARTICIPATION IN THE EVENT, AND/OR (III) YOUR USE OF ANY PRODUCTS OR SERVICES OF AN EXHIBITOR, MUST BE ASSERTED INDIVIDUALLY.
20. Assignment. You shall not sell or assign your rights or obligations under this Agreement. This Agreement may be automatically assigned by Operator, in our sole discretion, to a third party, and such an assignment shall inure to the benefit of our successors, assigns and/or licensees. Without limitation of the foregoing, we may sell, transfer or otherwise share some or all of our assets, including without limitation your PII, with any parent company, subsidiary, joint venture, and a company under our common control, as well as with a potential acquirer and/or an acquirer, including without limitation in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such an event, the PII we have collected from you may be one of the assets transferred
21. Validity; Waiver. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or subsequent or similar breaches. If Operator does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Operator has the benefit of under any applicable law), such actions or inaction shall not be taken to be a formal waiver of Operator’s rights, and all such rights or remedies shall still be available to Operator.
22. General. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement and any additional applicable agreement between you and us set forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement will survive termination or expiration to the extent necessary to carry out the intentions of the parties.
23. Contact Us. If you have any questions or concerns regarding the Website, please contact us by e-mail:email@example.com or write to us at Film, Stage & ShowBiz Expo LLC, 3 Columbus Circle, 15th FL, New York, NY 10019.
EXHIBITOR TERMS & CONDITIONS
Revised: February 26, 2014
This Small Business Expo Exhibitor Terms & Conditions (this "T&C") sets forth the terms and conditions pursuant to which you agree to register with Film, Stage & ShowBiz Expo LLC d/b/a Small Business Expo and/or d/b/a The Show Producers ("Manager", “us”, “we”, or “our”) to be an exhibitor ("Exhibitor", “you”, “your”) at one of our Small Business Expo events (each, an “Event” and collectively, the "Events"). Exhibitor agrees to exhibit Exhibitor’s products and/or services at the Event in accordance with the rules set forth in this T&C and the exhibitor contract to which this T&C is attached and whose provisions are hereby incorporated into this T&C by reference (the "Exhibitor Contract"), and as otherwise as advised by Manager. The terms “Exhibitor” and “Exhibitor Contract” shall be used in this T&C to refer to you specifically, except for in Section 2 hereof where such terms shall refer to our exhibitors and their contracts with us generally, as the context indicates.
1. EVENTS. The Events are business-to-business trade shows which bring together business owners, entrepreneurs and other related business industry professionals. Each Event will be held on the dates and times set forth in the Exhibitor Contract and will be held at the venues set forth in the Exhibitor Contract (each, a "Venue" and collectively, the “Venues”) and/or as notified by Manager from time to time. Manager makes no representation or warranty, express or implied, regarding the number or type of persons who will attend each Event and/or any other matter regarding an Event or the Events. Exhibitor understands that Manager can only provide Exhibitor with attendance estimates based on the attendance of prior Events, and that Manager is not promising that an Event will have any particular attendance or demographic of attendees, or that Exhibitor will receive any business at all from Exhibitor’s participation as an exhibitor or otherwise from Exhibitor’s presence at an Event.
2. EXHIBITOR REGISTRATION. Each potential Exhibitor may obtain an Exhibitor prospectus (a “Prospectus”) upon request to Manager or by accessing the Prospectus online from our website homepage (www.thesmallbusinessexpo.com). The Prospectus contains detailed information regarding various options and pricing for becoming an Exhibitor, and includes a blank copy of the Exhibitor Contract (to be completed and executed by the Exhibitor) and this T&C. For instance, the Prospectus provides the dimensions of various types of exhibition spaces for an Event, a payment schedule and other information about being an Exhibitor at an Event, and Venue information for an Event. You may register as an Exhibitor for an Event or Events by completing the Exhibitor Contract by: (i) returning a hard-copy version to us at our street address (provided on the Exhibitor Contract and the Prospectus), or by facsimile or email, (ii) completing the Exhibitor Contract electronically via the electronic verification service operated by DocuSign Inc. to which we subscribe (the “DocuSign Service”), or (iii) completing an online registration process accessible through Eventbrite.com to which we subscribe (the “EventBrite Service”). If you elect to register for an Event by completing a hard-copy version of the Exhibitor Contract, then by signing the Exhibitor Contract you acknowledge and agree to be bound by the terms and conditions set forth in the Exhibitor Contract, this T&C and the remainder of the Prospectus (if applicable). If you elect to register for an Event online, then by registering as an Exhibitor via the EventBrite Service or the DocuSign Service, you acknowledge and agree to be bound by the terms and conditions set forth in the Exhibitor Contract, this T&C and the remainder of the Prospectus (if applicable) by means of a click-through consent that is part of such registration process. Please note that if an Exhibitor registers as an Exhibitor using the EventBrite Service, then the Exhibitor Contract shall be deemed to be collectively those provisions set forth on the registration page of the EventBrite Service which is accessed by such Exhibitor. You acknowledge, by agreeing to this T&C, that you are at least eighteen (18) years of age and not a minor in your state of residence, and that, if you are executing the Exhibitor Contract on behalf of an entity, you have been duly authorized to do so by such entity.
3. PAYMENTS AND CANCELLATIONS; NO REFUNDS.
3.1 Payments. Exhibitor's participation in each Event is contingent upon Exhibitor having paid in full the applicable fees which are collectively set forth in (a) the Exhibitor Contract, (b) a Sponsorship Form (as defined in Section 9), if applicable, and (c) charges for additional services incurred by being an exhibitor or otherwise selected by Exhibitor from time to time in accordance with the provisions of this T&C (collectively, the "Exhibitor Fees") prior to the stated deadline for the payment of all such Exhibitor Fees. Upon Exhibitor's registration with us for an Event, the total balance of the applicable Exhibitor Fees shall become due and payable in full to Manager as follows: (i) a payment of at least twenty-five percent (25%) of the total Exhibitor Fees must be paid upon Exhibitor's execution of the Exhibitor Contract in order for Manager to reserve for Exhibitor the type of Exhibitor exhibition space (as outlined in the Exhibitor Contract) that is requested by Exhibitor in the Exhibitor Contract, if such space is available as determined by Manager in our sole discretion (the "Exhibitor Space"), and (ii) the remaining balance of the Exhibitor Fees shall be paid by Exhibitor no later than sixty (60) days prior to the date of the Event. Should Manger permit Exhibitor to register for an Event within sixty (60) days prior to such Event, then the entire amount of the Exhibitor Fees must be paid in full at the time of Exhibitor’s registration. Exhibitor may pay any portion of the Exhibitor Fees by Visa, MasterCard, American Express or Discover credit cards. To the extent that Exhibitor provides credit card information to Manager, Exhibitor authorizes Manager to charge such credit card to make all payments of the Exhibitor Fees. Regardless of Exhibitor’s payment method (i.e., whether by credit card or by check), Exhibitor shall be charged an additional “venue restoration fee” which is equal to 3.95% of the subtotal of the Exhibitor Fees reflected in the Exhibitor Contract or in a Sponsorship Form, if applicable. If Exhibitor wishes to pay Exhibitor Fees to Manager by check, (a) Exhibitor shall not have the option of any payment plan and the full amount of the Exhibitor Fees must be paid to Manager within fourteen (14) days of signing the Exhibitor Contract, and (b) Exhibitor must provide Manager with a credit card to keep on file as a back-up payment method, and if a check is not provided to us within such fourteen (14) day period, then Manager may charge the entire amount of the Exhibitor Fees (plus any additional charges incurred by Exhibitor) to such credit card. However, any portion of the Exhibitor Fees paid by an honored check by Exhibitor shall not be charged to Exhibitor's credit card by Manager. While Exhibitor may elect not to pay the Exhibitor Fees by credit card, Exhibitor acknowledges and agrees that Manager is authorized by Exhibitor to execute (and that Manager shall execute) an authorization in the amount of the total Exhibitor Fees on Exhibitor's credit card at the time of registration in order to reserve Exhibitor's Exhibitor Space, and that Manager is authorized to charge Exhibitor’s credit card (as provided in the Exhibitor Contract or thereafter by Exhibitor to Manager) to pay for all further payments of the Exhibitor Fees or any other fees or expenses owed to Manager by Exhibitor. Exhibitor agrees that the execution of any credit card authorization by a representative of Exhibitor shall be deemed to be an authorization by Exhibitor. Notwithstanding anything to the contrary herein, (A) if any (i) payment of the Exhibitor Fees has not been paid by Exhibitor within sixty (60) days prior to the Event or is not otherwise paid as it becomes due, or (ii) if any other charges incurred by Exhibitor are otherwise owed to Manager, then Manager may immediately charge Exhibitor's credit card for the full balance of the Exhibitor Fees then due, in addition to pursuing Manager's other remedies, and (B) if no payment plan for the Exhibitor Fees is indicated in Exhibitor Contract and Exhibitor has only paid a deposit at the time of executing the Exhibitor Contract, then Exhibitor shall pay in full Exhibitor’s outstanding balance of such Exhibitor Fees within thirty (30) days of executing the Exhibitor Contract, unless execution of the Exhibitor Contract or any part of such thirty (30) day period falls within the sixty (60) days prior to the Event, in which case Manager may charge Exhibitor’s credit card for the full outstanding balance of Exhibitor Fees at any time within such sixty (60) day period without further notice to Exhibitor. All Exhibitor Fees and other fees or charges paid to Manager by Exhibitor shall be in U.S. Dollars only, and Exhibitor alone must pay for any foreign currency conversion rates or applicable fees in order for Manager to make such charges.
3.2 Multiple Events. Manager may offer Exhibitor the option to participate in multiple Events at a discounted rate of the Exhibitor Fees per Event. However, such discounted rates are contingent upon Exhibitor’s full payment of all Exhibitor Fees related to Events for which Exhibitor registers. In the event that, after registering for two or more Events, Exhibitor decides not to participate in all such Events upon which any discount of the Exhibitor Fees was based, then Exhibitor shall lose the benefit of any discounted Exhibitor Fees and instead shall pay Manager the full, regular rate of Exhibitor Fees for the Event or Events attended by Exhibitor and Exhibitor authorizes Manager to automatically charge the credit card on file for the balance owed based on the regular rate of Exhibitor Fees that were discounted. For the purposes of illustration, if Exhibitor receives a ten percent (10%) discount of the Exhibitor Fees based on Exhibitor’s participation in three Events, then if Exhibitor after two such Events desires not to attend the third Event, then the ten percent (10%) discounted rate of the Exhibitor Fees for the three Events shall not apply and Exhibitor shall pay to Manager the full, regular rate of the Exhibitor Fees applicable to the two Events already attended by Exhibitor, as well as the full, regular rate of the Exhibitor Fees applicable to the third Event which Exhibitor has decided not to attend. In the event that Exhibitor owes Manager any portion of the Exhibitor Fees or any other payments, Manager may cancel Exhibitor’s participation in any Event until such outstanding payment has been paid in full to Manager (including without limitation removing Exhibitor’s name from the Show Guide, Exhibitor Map, Online Listings and all other promotional materials if such options still exist). For clarity, in the event that Exhibitor has registered for multiple Events, then the Exhibitor Fees corresponding to each Event shall be paid by Exhibitor no later than sixty (60) days prior to the scheduled date for each such Event.
3.3 NO REFUNDS. ALL EXHIBITOR FEES ARE FINAL. ONCE EXHIBITOR EXECUTES THE EXHIBITOR CONTRACT AND/OR A SPONSORSHIP FORM, THERE ARE NO REFUNDS OF EXHIBITOR FEES WHATSOEVER AND ANY OVERDUE BALANCE OF THE EXHIBITOR FEES SHALL BE PAID IN FULL BY EXHIBITOR EVEN IF EXHIBITOR DECIDES NOT TO ATTEND THE EVENT TO WHICH SUCH EXHIBITOR FEES APPLY, UNLESS MANAGER CANCELS SUCH EVENT. FOR THE SAKE OF CLARITY, THE ONLY INSTANCE BY WHICH EXHIBITOR MAY RECEIVE A REFUND OF THE EXHIBITOR FEES IS IF MANAGER CANCELS THE EVENT OR OTHERWISE DETERMINES IN OUR SOLE DISCRETION TO ISSUE A REFUND.
3.4 Cancellations. Manager has the right to cancel Exhibitor's registration to the Event (and, if during an Event, Manager has the right to have Exhibitor and/or Exhibitor's representatives removed from such Event) at any time due to the breach by Exhibitor (and/or any of Exhibitor's representatives) of Exhibitor’s obligations under the Exhibitor Contract, any applicable Sponsorship Form or this T&C, as determined by Manager in Manager's sole discretion. Even in the event that Exhibitor's registration to an Event is so cancelled by Manager or if Exhibitor or any of Exhibitor's representatives are so removed from an Event, Exhibitor shall not receive any refund of the Exhibitor Fees. Notwithstanding the foregoing, if, however, Exhibitor's registration is cancelled by Manager for an Event because Manager has cancelled such Event, then Manager shall provide Exhibitor with a full refund of the Exhibitor Fees applicable to such Event. Manager shall not be responsible for any delays, damages, losses, increased costs, or other unfavorable conditions or damages arising in connection with any delay or cancellation of an Event, and Exhibitor waives all such claims arising therefrom; provided, however, that as stated above Manager shall refund any payments of the Exhibitor Fee already paid to Manager by Exhibitor if Manager cancels an Event. Other than due to the cancellation of an Event by Manager, there are no refunds for the Exhibitor Fees or any additional charges incurred by Manager in connection with an Event and/or other services ordered by Exhibitor via the Exhibitor Contract and/or any Sponsorship Form. Subject to the above provisions, the unpaid balance of all Exhibitor Fees and additional charges incurred by Exhibitor shall be immediately due and payable in full once agreed upon by Exhibitor (including without limitation any representative of Exhibitor).
3.5 Deadlines. Manager offers Exhibitor the opportunity to purchase space in various Event-related promotions, such as ShowGuide Ads, Email Blasts, Banners and the like. However, Manager cannot be responsible and is not responsible if Exhibitor purchases a promotion but then fails to deliver to Manager (via email or otherwise) any required materials needed for such a promotion so that a deadline for inclusion in any such promotion is missed and this results in Exhibitor not being included in such promotion. In the event of such an occurrence, Manager will not be liable to Exhibitor in any manner, and Manager shall not provide Exhibitor with any refund for such missed deadline or be obligated to provide Exhibitor with any credit for any future promotion.
3.6 Workshops. Manager may offer Exhibitor the opportunity to present at or otherwise participate in a workshop at an Event. Manager does not guarantee the attendance of any workshop or that any workshop will be successful or beneficial to Exhibitor. Further, Exhibitor must provide Exhibitor’s own AV equipment, video adaptors for Exhibitor’s computer, projection and the like at any such workshop, unless other arrangements have been made in advance in writing with Manager, and Manager has confirmed in writing that it will be providing such items for Exhibitor’s use during such workshop. Exhibitor also understands that Exhibitor may not charge for tickets to attend Exhibitor’s workshop unless Exhibitor receives prior written approval from Manager. Exhibitor understands that Manager does offer workshop tickets for purchase by attendees in Manager’s online registration for the Events. Manager cannot guarantee or make any promises on what time Exhibitor’s workshop will be presented and scheduled.
3.7 Add-On Services. If Exhibitor selects any of the Exhibitor Space and/or marketing add-on options in the Exhibitor Contract, Sponsorship Form or any other documentation provided by Manager (including without limitation this T&C), Exhibitor shall be billed for such services as described in the Exhibitor Contract, Sponsorship Form and/or other documentation. For example, if Exhibitor selects Banner Ads as a marketing add-on service, Manager will bill Exhibitor annually (in advance) for such a service, commencing upon Manager's receipt of Exhibitor's request for such a service. Any request by Exhibitor to cancel any add-on service will take effect at the end of the then-current billing period in which such request was received by Manager in writing. No refunds or credits will be issued for amounts charged or paid for such services during or before the billing period in which such a cancellation request is received in writing by Manager.
3.8 Third Party Services. Exhibitor may indicate in the Exhibitor Contract that Exhibitor wishes for Manger to register Exhibitor with Constant Contact, Inc. ("Constant Contact") for a recurring one-year subscription to ConstantContact.com or certain promotional offers (including without limitation a two month free trial or a discounted marketing package with Constant Contact included, which provides for the option of Exhibitor purchasing an annual Constant Contact membership), and if either such an option is selected by Exhibitor then Exhibitor acknowledges that (a) it fully authorizes Manager to act as its agent in order to execute such registration, and (b) Exhibitor will be solely responsible for all consequences of such registration. However, all billing for any such account shall be managed by Constant Contact directly (and not Manager), and if Exhibitor wishes to cancel such account it must communicate such a desire to Constant Contact directly and not to Manager. In the event that Exhibitor selects the discounted annual registration with Constant Contact and then within Exhibitor’s initial one-year term of using such service Exhibitor terminates such a service and receives a refund from Constant Contact, then Exhibitor agrees that Manager shall be paid One Hundred Fifty Dollars ($150) by Exhibitor in exchange for the initial discount Exhibitor received on its marketing package from Manager (in exchange for agreeing to purchase and maintain an annual registration with Constant Contact) and that Manager is authorized to charge Exhibitor’s credit card to receive such payment. Exhibitor acknowledges and agrees that Exhibitor's participation, correspondence or business dealings with any third party in connection with an Event or Events, or otherwise (regarding payment and delivery of specific goods and services or otherwise), and any other terms, conditions, representations or warranties associated with such dealings, are solely between Exhibitor and such third party or parties. Exhibitor agrees that none of the Manager Parties (as hereinafter defined) shall be responsible or liable for any loss, liability or damage of any kind incurred as a result of such dealings.
3.9 Shared Decorator Fee. In addition to the Exhibitor Fee and other fees and charges described in the Exhibitor Contract, a Sponsorship Form and/or any other documentation provided by Manager (including without limitation this T&C), Exhibitor shall pay Manager a one-time shared decorator charge in the amount of One Hundred Twenty-Five Dollars ($125) per Event for which Exhibitor has registered. Further, Exhibitor is exclusively responsible for all union and/or drayage fees (including without limitation fees related to all pre-Event and post-Event shipments). Exhibitor understands that it is shipping its belongings for each Event at each Venue directly to Manager or to our contracted decorator/union, at Exhibitor’s own risk, and Exhibitor (a) agrees to carry the appropriate insurance on all such shipments as set forth in Section 18 hereof, and (b) expressly releases each and all of the Manager Parties from any and all liability arising out of the loss, damage or delay of any such shipment (or any portion thereof) or otherwise in connection with any such shipment (or any portion thereof). The Shared Decorator Fee is not refundable regardless of Exhibitor’s participation or lack of participation in Manager’s Events.
3.10 Taxes. Exhibitor shall be responsible for obtaining all licenses, permits and approvals and all tax identification numbers under local, state or federal law applicable to its activity at each Event, and for paying all taxes, license fees and other charges that become due to any governmental authority or other person because of such activity at or in connection with each Event.
3.11 Reimbursement of Costs. Exhibitor shall pay for all fees, expenses and costs incurred by Manager, including without limitation for legal and collection services, incurred by Manager in collecting any past due amounts from Exhibitor. All past due invoices are subject to the lesser of (a) a one and one-half percent (1.5%) interest charge per month on the past due amount, or (b) the maximum amount permitted by law.
4. ELIGIBILITY; LOCATION AND MAKE-UP OF EXHIBITOR SPACE. Notwithstanding anything to the contrary in this T&C, Manager shall have the sole right to determine, in Manager's sole discretion, the (a) eligibility of any Exhibitor, representative of Exhibitor or other Event attendee to attend (or continue to attend) each Event, and (b) appropriateness of any exhibition or material for inclusion by Exhibitor at an Event. The location of the Exhibitor Space shall be determined by Manager in our sole discretion (taking into account Exhibitor's request for such space in the Exhibitor Contract, if provided), and such space shall be assigned by Manager primarily on an "as available" basis; provided, however, that Exhibitor understands that Manager cannot accommodate all such requests and does not guarantee Exhibitor any particular location of Exhibitor Space at a Venue due to any such request or otherwise. Further, even once the Exhibitor Space has been allocated to Exhibitor by Manager, there may be circumstances where Manager must move Exhibitor from such Exhibitor Space to another location at a Venue without prior notice, and Exhibitor acknowledges and agrees that (i) Manager has every right to arrange a Venue floor plan as Manager determines at any time, in our sole discretion, without prior notice and accordingly that Manager may change the location of Exhibitor’s Exhibitor Space at any time without prior notice, and (ii) Exhibitor shall not be eligible for any refund of the Exhibitor Fees or other compensation due to any such arrangement or adjustment by Manager. Exhibitor should keep in mind that the Exhibitor Space consists of a simple booth, generally comprised of only a back wall and side rails (though the precise composition differs at each Venue), and that the inclusion of all electrical drops, internet, lead scanners, tables, chairs and the like are all additional items that must be ordered and paid for by Exhibitor in advance of each Event (in some cases, Exhibitor may make these orders on-site for an additional fee). Upon ordering any such items, Exhibitor authorizes Manager to immediately charge the cost of all such items to Exhibitor’s credit card on file with Manager, or if to a new credit card provided by Exhibitor.
5. DELIVERY/SET-UP/EXHIBITION/TEAR-DOWN. The dates and hours during which Exhibitor may access the Venue for delivery and set-up and teardown of the Exhibitor Space shall be specified in writing (including without limitation by email to the email address indicated by Exhibitor in the Exhibitor Contract) by Manager to Exhibitor. Exhibitor shall be solely responsible for paying all load-in/load-out, union, storage and handling charges, and for all other liabilities, resulting from Exhibitor’s failure to (a) follow the set-up or teardown instructions of Manager or a third party acting on our or Exhibitor’s behalf, and/or (b) remove all materials from the Exhibitor Space immediately at the end of each Event. Should the operator of a Venue determine, in its sole discretion, that any equipment used by Exhibitor requires the transport, installation or removal of such equipment and/or other services to be performed by such Venue operator's contractors, then Exhibitor agrees to use such contractors at Exhibitor's sole expense, which shall be in addition to the Exhibition Fees recited in the Exhibitor Contract and/or any other writing exchanged between Exhibitor and Manager. Exhibitor further agrees that any such arrangement is solely between Exhibitor and the operator of a Venue and that none of the Manager Parties shall have any liability whatsoever for any costs incurred by Exhibitor or any damages and/or any other liabilities arising out of any such arrangement.
6. DEFAULT IN OCCUPANCY. If Exhibitor has not met the deadline set by Manager for completion of having fully assembled/installed the Exhibitor Space for occupancy by Exhibitor (including without limitation all displays), then the Exhibitor Space of Exhibitor may be possessed and/or otherwise used by Manager for such purposes as Manager may determine in our sole discretion. No such action taken by Manager shall relieve Exhibitor of any of Exhibitor’s obligations in this T&C and/or the Exhibitor Contract, including without limitation the full payment of all Exhibitor Fees to Manager, even if due to such failure by Exhibitor the Exhibitor Space is utilized for other purposes as determined by Manager in our sole discretion.
7. SUB-LEASING/SHARING. Exhibitor shall not sublet, assign or otherwise share or transfer the Exhibitor Space (or any portion thereof) to any other person without the prior written approval of Manager, which Manager may grant or withhold in our sole discretion.
8. DISPLAY SPECIFICATIONS; SOUND AND ACTIVITIES. Signs or displays used by Exhibitor must not exceed ten (10) feet in height and the width of the table provided by Manager (or a third party upon Manager's prior written consent) in the Exhibitor Space. Exhibitor is not allowed to hang graphics on back walls that extend beyond the Exhibitor Space (as determined by Manager in our sole discretion). Exhibitor and/or Exhibitor's representatives shall not conduct any activities in aisles or in spaces bordering the Exhibitor Space or in any other location, and the wearing of any distinctive costumes, carrying of banners or signs and the like, and Exhibitor and/or Exhibitor's representatives must remain in the Exhibitor Space. All sound amplification devices and other sound producing equipment and activities of Exhibitor and/or Exhibitor's representatives shall be limited to reasonable volume levels which shall not be audible beyond the boundaries of the Exhibitor Space and shall in no case disturb other exhibitors, participants of an Event or otherwise any Event activities, as determined by Manager in our sole discretion. Further, Exhibitor cannot use any sign or other displays which are larger than its Exhibitor Space or otherwise which impinge in any manner in the area outside of Exhibitor’s Exhibitor Space. Manager reserves the right to determine the placement of all signs, displays and the like and the acceptable sound levels of all sounds and sound devices used by Exhibitor, in Manager's sole discretion.
9.1 Becoming a Sponsor. Exhibitor may in some instances also desire to become an advertiser and/or sponsor of an Event or Events ( a "Sponsor") by undertaking certain sponsorship responsibilities in connection with each such Event, whether by providing certain products or services in exchange (partially or in whole) for the Exhibitor Space allocated to Exhibitor, various promotions in connection with each such Event, or otherwise.
9.2 Sponsorship Form. If Exhibitor also becomes a Sponsor, either (a) the Exhibitor Contract, or (b) some other signed writing exchanged between Exhibitor and Manager regarding the terms of the sponsorship (the "Sponsorship Form") shall describe the products, services and/or other items to be provided by Exhibitor to Manager. The Exhibitor Contract and/or a Sponsorship Form, as the case may be, shall describe the nature of each such sponsorship and the obligations of Exhibitor and Manager in connection therewith.
9.3 License. Exhibitor hereby grants to Manager the right and license for Manager to exhibit, display and use the trademarks, logos, brands and names of Exhibitor as are reasonably needed in order for Manager to carry out the requests of Exhibitor to act as a Sponsor, further to the Exhibitor Contract or any Sponsorship Form. In the event that Exhibitor has not yet provided Manager with Exhibitor’s branding (i.e., name and logo), Exhibitor (a) authorizes Manager to copy and use Exhibitor’s branding found at Exhibitor’s website and use such branding in connection with the promotion, or (b) acknowledges that Manager may decide in its sole discretion not to use Exhibitor’s logo or other branding in connection with such promotion, even though per Section 3 hereof Exhibitor shall not receive any refund for fees paid or payable in connection with such promotion.
9.4 Professional Manner. Exhibitor represents and warrants that all products, services and/or other items provided to Manager or to Event registrants in the course of a sponsorship or otherwise shall be in good workmanlike order and/or be performed in a competent and professional manner, as applicable, and shall operate and/or be performed as promoted under the sponsorship and as intended by the person using or benefiting from such products, services and/or items.
9.5 No Liability. None of the Manager Parties shall be liable or in any other way responsible for any products, services or any other items provided by Exhibitor (i) to Event registrants, (ii) to Manager for distribution to Event registrants or otherwise for use by Event registrants, or (iii) for any other use of such products, services and/or items at the Event or otherwise. Exhibitor shall be exclusively liable for all such products, services and/or items and shall hold harmless, defend and indemnify each of the Manager Parties (pursuant to Section 18 below) against any and all claims arising out of the distribution and/or use of any such products, services or other items.
9.6 NO CANCELLATIONS; NO REFUNDS. FURTHER TO MANAGER’S GENERAL POLICY OF NO REFUNDS OR CANCELLATIONS (AS DESCRIBED IN SECTION 3 HEREOF) AND GIVEN THE NATURE OF SPONSORSHIPS (I.E., MANAGER COMMENCES ITS SPONSOR PROMOTING ACTIVITIESAS SOON AS EXHIBITOR AGREES TO A SPONSORSHIP), ONCE EXHIBITOR BECOMES A SPONSOR (BY EXECUTING EITHER THE EXHIBITOR CONTRACT OR A SPONSORSHIP FORM, AS THE CASE MAY BE), EXHIBITOR SHALL NOT BE ELIGIBLE TO RECEIVE AND SHALL NOT RECEIVE ANY REFUND WHATSOEVER REGARDING THE SPONSORSHIP(S) SELECTED, AND NO CANCELLATIONS WILL BE HONORED BY MANAGER. WITHOUT LIMITING ANY OF THE FOREGOING AND FOR THE SAKE OF CLARITY, EXHIBITOR SHALL PAY MANAGER ALL PAYMENTS DUE TO MANAGER BY EXHIBITOR INCLUDING WITHOUT LIMITATION ALL PAYMENTS RELATED TO A SPONSORSHIP EVEN IF EXHBITOR HAS CANCELLED ITS SPONSORSHIP OR HAS CAUSED THE SPONSORSHIP TO BE CANCELLED DUE TO EXHIBITOR’S DELAY (AS SET FORTH IN SECTION 9.3), AND EXHIBITOR HEREBY AUTHORIZES MANAGER TO CHARGE SUCH PAYMENTS ON EXHIBITOR’S CREDIT CARD ON FILE WITH MANAGER OR OTHERWISE PROVIDED TO MANAGER. SPONSORSHIPS MUST BE PAID IN FULL BEFORE MANAGER MAY CARRY-OUT ITS OBLIGATIONS UNDER THE SPONSORSHIP AGREEMENT.
10. ADDITIONAL CHARGES. In addition to any applicable costs of a Venue operator which Exhibitor must cover (including without limitation as described in Section 5 hereof), the use by Exhibitor of electricity and Internet at an Event are to be ordered pursuant to the Exhibitor Contract or the exhibitor manual which Exhibitor will receive after successfully executing the Exhibitor Contract. Exhibitor acknowledges and agrees that electricity and Internet are provided by third party vendors (in most cases, the Venue operator) and that Manager has no control over whether electricity and Internet will work during an Event. Manager has no responsibility for providing such items to Exhibitor and shall not be liable for any failure by a Venue operator or other third party vendor to provide such services to Exhibitor or otherwise arising out of Exhibitor’s use of such items. There are absolutely NO REFUNDS provided by Manager for any such additional charges. For clarity, Manager will not provide any refunds what-so-ever for any malfunctioning Lead Scanners, Internet and/or Electrical drops delivered to Exhibitor. Manager recommends that you do not set-up an exhibitor space at Manager’s Events that solely relies on Internet and/or Electric drops. Furthermore, drayage charges may be billed to Exhibitor in connection with the use of such services, as determined by an applicable union or third party vendor in its respective reasonable sole discretion. Exhibitor shall pay in full all such additional charges in addition to any other fees described in this T&C the Exhibitor Contract, and/or any Sponsorship Form (if applicable), and Manager shall not be responsible in any manner for Exhibitor's failure to do so.
11. REPRESENTATIONS & WARRANTIES. Exhibitor represents and warrants that (a) all information provided to Manager (whether as part of the Exhibitor Contract, a Sponsorship Form or otherwise) is accurate, complete and current and that Exhibitor shall update such information if and as soon as such information changes, (b) Exhibitor’s use of all materials during or otherwise in connection with an Event, including without limitation all signs, displays, hand-outs, photographs, logos, videos and musical compositions (collectively, the "Materials") shall not infringe the copyright, trademark, patent or other rights (including without limitation the right of publicity, right to privacy, or misuse of a person's name, image and likeness) of any person, (c) Exhibitor shall ensure that Exhibitor's representatives shall fully comply with the terms and conditions of this T&C, the Exhibitor Contract, any Sponsorship Form (if applicable, and any other writing between Exhibitor and Manager, and (d) Exhibitor shall be fully responsible for the acts and/or omissions of any and all of its representatives.
12. MUSIC LICENSING. Further to Sections 3 and 10 hereof and for the sake of clarity, Exhibitor agrees not to permit any musical work protected by copyright to be staged, produced or otherwise performed, via either "live" or mechanical means at an Event unless Exhibitor has previously obtained written permission from the copyright owner, or the copyright owner's designee (e.g., ASCAP, BMI or SESAC) of such work for such use. Exhibitor accepts full and complete responsibility for the fulfillment of all obligations under any agreement permitting the use of any such musical work, or its failure to secure any such rights, including but not limited to, all obligations to obtain public performance rights and to accurately report data and to pay royalty fees or its failure to secure any such rights.
13. EXHIBITOR REPRESENTATIVES. Exhibitor's representatives at the Event shall be restricted to Exhibitor's employees, consultants or agents who have been designated in the Exhibitor Contract or otherwise duly registered in writing with Manager prior to each Event. Such representatives shall wear badges and/or other identification provided by Manager at all times during the Event to indicate their connection to Exhibitor. Exhibitor shall be fully responsible for the acts and/or omissions of any and all of its representatives.
14. SAMPLES; SOUVENIRS; SALES. Exhibitor may distribute Exhibitor’s samples, souvenirs, brochures, etc., from within the Exhibitor Space only. While Manager is under no obligation to monitor such activity, Manager shall have the right to prohibit sample distribution or other activities which, as Manager determines in our sole discretion, interfere with an Event. In the event that Exhibitor wishes to distribute food and/or beverage samples at an Event, Exhibitor must first obtain the written approval for such distribution from the Venue operator and secure any other approvals required by the Venue operator (e.g., Health Department, permits, exclusive concessions provider, etc.) and send such approvals to Manager prior to the Event. Otherwise, Exhibitor may not distribute any food or beverages at an Event. If, notwithstanding the foregoing, Exhibitor acts to distribute food and/or beverages at an Event, then in addition to Manager’s other recourse under this T&C, Manager shall not be liable for such distribution in any manner (including without limitation any fines levied in connection with such distribution), and Exhibitor shall promptly indemnify each of the Manager Parties (per Section 18 hereof) and reimburse Manager for all such fines levied on Manager or other expenses incurred by Manager, and Exhibitor expressly authorizes Manager to charge Exhibitor’s credit card to be so reimbursed.
15. EXHIBITOR CONDUCT. Exhibitor may not operate the Exhibitor Space or otherwise engage in any activity during an Event that is competitive with Manager or which annoys, endangers or interferes with the rights of other exhibitors or other participants of an Event, or an Event’s activities, as determined by Manager in our sole discretion. Exhibitor shall be fully liable for any damage caused at an Event by Exhibitor or any of Exhibitor's representatives (including without limitation damage caused to any portion of a Venue, or to other exhibitors, participants, or to Manager or any of Manager's representatives).
16. SPECIAL REQUESTS. Any and all special requests by Exhibitor or any of Exhibitor's representatives, including without limitation a request from Exhibitor for the provision of hearing-impaired interpreters at an Event or any similar such requests, must be delivered in writing to Manager no less than sixty (60) days prior to an Event.
17. RELEASE; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
17.1 RELEASE. EXHIBITOR HEREBY EXPRESSLY RELEASES MANAGER AND EACH OF ITS MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, AND ASSIGNS, AS WELL AS EACH VENUE OPERATOR (COLLECTIVELY, THE "MANAGER PARTIES") FROM ANY AND ALL DAMAGES, CLAIMS, COSTS OR OTHER LIABILITIES ARISING OUT OF OR OTHERWISE IN CONNECTION WITH EACH EVENT, INCLUDING WITHOUT LIMITATION ALL (A) DAMAGE TO THE EXHIBITOR SPACE AND/OR OTHER PART OF A VENUE OR THE LOSS BY THE EXHIBITOR SPACE (OR THE VENUE ALTOGETHER) OF ELECTRIC POWER, INTERNET (WIRELESS OR HARDLINE), AND THE LIKE, AND (B) ANY LOSS, THEFT OR DAMAGE OF/TO ANY OF EXHIBITOR'S PROPERTY (OR THAT OF ANY REPRESENTATIVE OF EXHIBITOR) OR ANY PROPERTY OF OTHERS ARISING OUT OF EXHIBITOR'S PARTICIPATION IN AN EVENT, EVEN IF SO ARISING DUE TO THE NEGLIGENCE OF ANY OF THE MANAGER PARTIES.
17.2 DISCLAIMER OF WARRANTIES; NO GUARANTEES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS T&C, EXHIBITOR AGREES THAT (A) EXHIBITOR’S PARTICIPATION IN EACH EVENT IS “AS IS”, “AS AVAILABLE”, AND AT EXHIBITOR’S SOLE RISK, (B) NONE OF THE MANAGER PARTIES SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO EXHIBITOR OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH EXHIBITOR’S PARTICIPATION IN AN EVENT, (C) EACH OF THE MANAGER PARTIES SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT AN EVENT WILL MEET EXHIBITOR’S NEEDS OR REQUIREMENTS, OR THAT EXHIBITOR’S PARTICIPATION IN AN EVENT WILL BE UNINTERRUPTED OR ERROR-FREE, (D) NONE OF THE MANAGER PARTIES MAKE ANY REPRESENTATION, WARRANTY GUARANTEE OR PROMISE, EXPRESS OR IMPLIED, THAT EXHIBITOR SHALL DERIVE ANY BENEFIT THROUGH PARTICIPATING IN, OR OTHERWISE IN CONNECTION WITH, ANY EVENT, INCLUDING WITHOUT LIMITATION ANY INCREASED BUSINESS OR GOODWILL, AND (D) OTHER THAN FOR THE EXPRESS WARRANTIES MADE IN THIS T&C, NONE OF THE MANAGER PARTIES MAKES ANY WARRANTY REGARDING OR IN CONNECTION WITH AN EVENT OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, OR SUCCESS OF ANY EVENT. IN EXCHANGE FOR THE PRODUCTS, SERVICES AND/OR OTHER ITEMS BEING PROVIDED BY EXHIBITOR TO MANAGER UNDER THE EXHIBITOR CONTRACT AND/OR THE SPONSORSHIP FORM, MANAGER SHALL BE OBLIGATED ONLY TO UNDERTAKE SUCH ACTIONS EXPRESSLY SET FORTH IN, AND/OR PROVIDE EXHIBITOR WITH THE ITEMS EXPRESSLY REFERENCED IN, THE EXHIBITOR CONTRACT AND/OR THE SPONSORSHIP FORM.
17.3 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS T&C, IN NO EVENT SHALL ANY OF THE MANAGER PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH SUCH PARTY'S INVOLVEMENT IN AN EVENT OR EVENTS OR OTHERWISE WITH EXHIBITOR OR ANY OF EXHIBITOR’S REPRESENTATIVES, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS OR BUSINESS, OR ANTICIPATED LOST PROFITS, BUSINESS OR GOODWILL AND THE LIKE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF THE MANAGER PARTIES TOGETHER, AND EXHIBITOR’S EXCLUSIVE REMEDY FOR ANY DAMAGES RESULTING FROM THE EVENT AND/OR ANY OTHER INTERACTION WITH ANY OF THE MANAGER PARTIES, IS LIMITED TO THE LESSER OF (A) ONE-HALF (½) OF THE AGGREGATE EXHIBITOR FEES PAID TO MANAGER BY EXHIBITOR FOR THE EVENT IN CONNECTION WITH WHICH THE CLAIM REGARDING SUCH LIABILITY IS BASED, OR (B) ONE THOUSAND DOLLARS ($1,000). THIS LIMITATION OF LIABILITY PROVISION IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS T&C HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 17 MAY NOT APPLY TO EXHIBITOR, AS SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.
18. INDEMNIFICATION. Notwithstanding anything to the contrary in this T&C, Exhibitor shall indemnify, defend and hold each of the Manager Parties harmless from and against any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and disbursements and all other associated costs of lawsuits), arising out of (a) any breach by Exhibitor (or any representative of Exhibitor) of any representation, warranty or covenant made (or obligation undertaken) in this T&C, the Exhibitor Contract and/or any Sponsorship Form (if applicable), (b) any failure by Exhibitor (or any representative of Exhibitor) to fulfill any of Exhibitor's obligations in this T&C, the Exhibitor Contract and/or any Sponsorship Form (if applicable), (c) any use of the Materials, (d) otherwise arising out of Exhibitor's participation (or the participation of any representative of Exhibitor) in an Event, (e) the violation of any law or regulation by Exhibitor or any representative of Exhibitor, and/or (f) the negligence of Exhibitor or any representative of Exhibitor. Any Manager Party covered by the provisions of this Section 18 shall reasonably cooperate with Exhibitor and shall at all times have the right fully to participate in such defense with its own counsel and at its own expense. Exhibitor shall not enter into any settlement that imposes any liability or obligation on any of the Manager Parties or contains any admission or acknowledgment of any wrongdoing by any such party (whether in tort or otherwise), without each such Manger Party's prior written consent.
19. INSURANCE COVERAGE. Exhibitor shall, at Exhibitor’s own expense, procure and maintain in force during each Event (including during all set-up and dismantling of the Exhibitor Space for each Event and covering all use of the Exhibitor Space for an Event by Exhibitor or anyone on Exhibitor's behalf), general liability insurance including coverage for personal injury, operation of equipment and products and property damage, with limits in no event less than Five Hundred Thousand Dollars ($500,000) per occurrence, and Exhibitor shall name Manager as an additional insured to such insurance policy or policies for the duration of Exhibitor's participation in each such Event (including Event Space takedown and related pre-Event and post-Event activities). Further, Exhibitor shall cause each of its representatives or any other party attending an Event on its behalf, including without limitation any independent labor contractors engaged in the performance of work regarding such Event and throughout the period during which such party is in attendance at such Event or working in connection with such Event, to be covered by policies of insurance as specified above. None of the Manager Parties maintains insurance covering Exhibitor's property, and it is the sole responsibility of Exhibitor to obtain business interruption and property damage insurance covering any losses of Exhibitor.
20. FILMING OF THE EVENT; PHOTOGRAPHY. Manager will be photographing, videotaping and otherwise recording each Event and using the resulting footage for promotional purposes. Exhibitor hereby grants Manager the exclusive, perpetual, irrevocable, worldwide, royalty free right and permission to use, distribute, publish, exhibit, perform, digitize, broadcast, display, reproduce, and otherwise use Exhibitor's name, image, likeness, voice and biography (or any copyrighted material or trademarks owned and displayed by Exhibitor), and the name, image, likeness, voice and biography or each representative of Exhibitor, in any manner or media whatsoever (whether now known or hereafter devised) for the purposes of advertising or trade in promoting and publicizing Manager and Manager's products and services. Specifically, Exhibitor represents and warrants that prior to each Event, Exhibitor shall obtain the written consent of each of its representatives to enable Manager to use such representative's name, image, likeness, voice and biography (or any copyrighted material or trademarks owned and displayed by such representative of Exhibitor) in any manner or media whatsoever (whether now known or hereafter devised) for the purposes of advertising or trade in promoting and publicizing the Events, Manager and/or Manager's products and services, and Exhibitor hereby transfers all such rights to Manager. Neither Exhibitor nor any of its representatives may film, photograph or otherwise record an Event in any manner without the prior written consent of Manager.
21. APPLICABLE LAWS, RULES AND REGULATIONS. Exhibitor and Exhibitor's representatives shall comply with all applicable laws, rules, regulations, codes and ordinances of governing authorities (including without limitation all applicable fire and other code regulations), now in effect or hereafter promulgated, regarding the planning, construction, maintenance, modification and removal of exhibitions and/or the occupancy of the Exhibitor Space, or otherwise pertaining to an Event.
22. NOTICES. All communications hereunder shall be in writing and shall be sent by postal mail to Manager at The Show Producers, 3 Columbus Circle, 15th Floor, New York, NY 10019, with a copy by email to: Info@theshowproducers.com, and to Exhibitor using the contact information provided in the Exhibitor Contract; provided however, that during an Event, such communications must be delivered by hand to an authorized representative of Exhibitor or Manager, as the case may be.
23. SWEEPSTAKES; OTHER GAMES. The operation at an Event by Exhibitor of any sweepstakes or other game of chance or any skills contest is permitted only upon the prior written consent of Manager, which may be granted or withheld for any reason or for no reason in Manager's sole discretion. Exhibitor agrees that Exhibitor shall request written permission of Manager to operate a sweepstakes or other game, and that even if such permission is obtained Exhibitor shall proceed with such sweepstakes or other game only if (a) such sweepstakes or other game complies with all applicable laws and regulations, and (b) Exhibitor shall be solely liable for any claim or other liability arising in connection with such sweepstakes or other game , and (c) Exhibitor shall indemnify each of the Manager Parties (in accordance with Section 18 hereof) for all liability arising in connection with such sweepstakes or other game.
24. GOVERNING LAW; JURISDICTION. This T&C, the Exhibitor Contract and the Sponsorship Form (if applicable) shall be governed by and construed under the internal laws of the State of New York, excluding conflict of law provisions thereof. You agree to personal and exclusive jurisdiction by and venue in the courts located within the County of New York, State of New York, and to receive service of process through certified mail or by other means sanctioned by law, and you further expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
25. TIMELY FILING OF CLAIMS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT EXHIBITOR MAY HAVE AGAINST ANY OF THE MANAGER PARTIES WHICH ARISES OUT OF OR IS RELATED TO THIS T&C, THE EXHIBITOR CONTRACT ANY SPONSORSHIP FORM (IF APPLICABLE), AND/OR OTHERWISE AN EVENT, MUST BE FILED BY EXHIBITOR OR ANY PERSON ACTING ON EXHIBITOR’S BEHALF PURSUANT TO SECTION 24 ABOVE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.
26. MISCELLANEOUS. This T&C, the Exhibitor Contract and the Sponsorship Form (if applicable) represent the exclusive binding agreement between Exhibitor and Manager, and shall replace all other prior written or oral agreements between Exhibitor and Manager with respect to the subject matter hereof, and may not be modified except in a writing signed by both Exhibitor and Manager. The section headings included herein are for convenience only and shall have no substantive effect. Facsimile versions of all signatures to the Exhibitor Contract, Sponsorship Form and this T&C, where applicable, shall be acceptable as originals. The failure of Manager to enforce any provision of the Exhibitor Contract, Sponsorship Form (if applicable) and/or this T&C shall not be construed as a waiver of such provision or of the right of Manager to thereafter enforce any such or any other provision. Except for the obligations that are specifically designated in this T&C, the Exhibitor Contract and/or any Sponsorship Form (if applicable) as contingent, the provisions of such documents are severable. If any one or more provisions of this T&C, the Exhibitor Contract and/or any Sponsorship Form (if applicable) are or may be determined by a court of competent jurisdiction to be unenforceable, in whole or in part, the remaining provisions of such documents shall nevertheless be binding and enforceable to the maximum extent permitted by law. The provisions of this T&C, the Exhibitor Contract and the Sponsorship Form (if applicable) will survive termination or expiration to the extent necessary to carry out the intentions of Manager and Exhibitor.
For more information about an Event or Events, please contact Manager at (212) 404-2345 or email Info@TheShowProducers.com.