Exhibitor Master Terms & Conditions

Exhibitor Master Terms & Conditions

This Small Business Expo Exhibitor Master 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 conference events (each, an “Event” and collectively, the “Events”). Exhibitor agrees to adhere to all of the provisions set forth in (a) this T&C, (b) the supplemental terms for Events held at Physical Venues (the “Physical Venue Supplemental Terms”), (c) the supplemental terms for Events held at Virtual Venues (the “Virtual Venue Supplemental Terms”), (d) the Exhibitor prospectus provided by Manager for each Event (the “Prospectus”), (e) the exhibitor contract provided by Manager which is executed by Exhibitor (the “Exhibitor Contract”) either (i) as a hard copy agreement executed by means of a physical signature by Exhibitor and returned to Manager by mail, facsimile or email, or (ii) by means of an electronic signature by Exhibitor using a third party platform such as Eventbrite or an electronic verification signature service operated by Zoho Sign or other similar electronic signature provider to which we subscribe (the “Zoho Sign Service”), (f) the Exhibitor manual which may be provided by Manager from time to time, (g) the Sponsorship Form, if applicable (as defined in Section 5 of this T&C), (h) the Email Blast Services and Registration List License Terms & Conditions (the “Email and List T&C”), and (i) any other agreement signed in writing between Exhibitor and Manager (all such documentation, collectively, the “Exhibitor Agreements”), 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 generally to our exhibitors generally and their contracts with us, as the context indicates.

SECTION 3.9 GOVERNS ANY COMMUNICATIONS EXHIBIOR HAS CONSENTED TO BY ENROLLING TO RECEIVE COMMUNICATIONS FROM MANAGER AND MANAGER’S ADVERTISERS ON THE REGISTRATION PAGE. AS PART OF SUCH ENROLLMENT TO RECEIVE AUTOMATED COMMUNICATIONS, YOU AGREE THAT MANAGER (AND ITS ADVERTISERS) MAY COMMUNICATE WITH YOU AT THE NUMBERS THAT YOU PROVIDED USING AN AUTOMATED TELEPHONE DIALING SYSTEM OR USING AN ARTIFICIAL OR PRERECORDED VOICE. EXHIBITOR ALSO AGREES AND UNDERSTANDS THAT CONSENT IS NOT A CONDITION OF PURCHASE.

1)  EVENTS; INFORMATION ABOUT PARTICIPANTS.

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 physical venues (each, a “Physical Venue” and collectively, “Physical Venues” and virtual venues (each, a “Virtual Venue” and collectively, “Virtual Venues”) set forth in the Exhibitor Contract and/or as otherwise communicated by Manager from time to time. The Physical Venues and the Virtual Venues  may be referred to collectively in this T&C as the “Venues”. Manager makes no representations or warranties, express or implied, regarding the number or type of persons who will attend each Event and/or any other matter related to any of the Events. Exhibitor understands that Manager can only provide Exhibitor with attendance estimates based on the attendance of prior similar 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 any Event. For clarity, each “Event” as defined in this T&C refers collectively to, and includes, all activities being promoted by Manager in connection with any of our Small Business Expo conference events (whether held at a Physical Venue or at a Virtual Venue), including without limitation all pre-conference and post-conference event activities and Manager’s virtual webinars accessible at SmallBusinessUniversity.online.

2) EXHIBITOR REGISTRATION; THIS T&C AND OTHER PARTS OF THE EXHIBITOR AGREEMENTS; MODIFICATION.

2.1 Registration. Each potential Exhibitor may obtain a copy of the Prospectus upon request to Manager or by accessing the Prospectus online from our website homepage located at https://www.thesmallbusinessexpo.com. The Prospectus contains detailed information regarding various options and pricing for becoming an Exhibitor. 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 accompanied by this T&C by: (i) returning a hard-copy version to us at our street address , or by facsimile or email, or (ii) by calling us at (212) 404-2345 or by sending us an email and requesting to complete the Exhibitor Contract accompanied by this T&C electronically via the Zoho Sign 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 provisions set forth in the Exhibitor Contract including without limitation this T&C and the remaining Exhibitor Agreements (as applicable). If you elect execute the Exhibitor Contract by using the Zoho Sign Service, then by electronically signing the Exhibitor Contract you acknowledge and agree to be bound by the provisions set forth in the Exhibitor Contract including without limitation this T&C and the remainder of the Exhibitor Agreements (as applicable).

2.2  Effectiveness; Modification. By signing the Exhibitor Contract, you represent and warrant 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 accompanied by this T&C and any other part of the Exhibitor Agreements on behalf of an entity, you have been duly authorized to so act by such entity. We reserve the right to modify our policies regarding exhibitors at any time. To the extent that an Exhibitor registers for multiple Events, you agree to adhere to any such new policies (including without limitation any changes to this T&C) once we have made you  aware of all such modifications. If you do not agree to abide by the provisions of this T&C and the Exhibitor Contract accompanied by this T&C, you are not authorized to attend any Event as an exhibitor.

3) PAYMENTS AND CANCELLATIONS; NO REFUNDS OR CHARGEBACKS.

3.1 Exhibitor Fees. 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, if applicable, and/or (c) additional charges incurred by being an exhibitor or sponsor or otherwise due to selections by Exhibitor from time to time, if applicable (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 for such Event shall become due and payable in full to Manager as follows: (i) a payment of at least twenty-five percent (25%) of the 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 thirty (30) days prior to the date of each Event which Exhibitor has indicated that Exhibitor will attend. Should Manger permit Exhibitor to register for an Event within the thirty (30) day period prior to such Event, then Exhibitor shall pay in full the entire amount of the Exhibitor Fees at the time of Exhibitor’s registration.

3.2 Payment.  Exhibitor may pay any portion of the Exhibitor Fees by Visa, MasterCard, American Express or Discover credit cards or by check, ACH or wire transfer. 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 per the above parameters. Regardless of Exhibitor’s payment method (i.e., whether by credit card or by check, ACH or wire transfer), Exhibitor shall be charged an additional “mandatory cleaning fee” as described in Section 3.10 hereof. Notwithstanding anything to the contrary above, and unless otherwise noted on the Exhibitor Contract, if Exhibitor wishes to pay Exhibitor Fees to Manager by check, ACH or wire transfer, (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 valid credit card information to keep on file as a back-up payment method, and if a check, ACH or wire transfer 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, ACH or wire transfer 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 in the event that any alternate payment is not made in a timely fashion. Exhibitor’s Exhibition Space cannot be reserved without such a credit card authorization being made by Manager. 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 thirty (30) 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 and other charges 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 fourteen (14) days of executing the Exhibitor Contract, unless execution of the Exhibitor Contract or any part of such fourteen (14) day period falls within the thirty (30) days prior to an Event to which Exhibitor has registered, in which case Manager may charge Exhibitor’s credit card for the full outstanding balance of Exhibitor Fees at any time within such thirty (30) 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.

3.3 NO REFUNDS OR CHARGEBACKS. ALL EXHIBITOR FEES ARE FINAL. ONCE EXHIBITOR EXECUTES THE EXHIBITOR CONTRACT AND/OR A SPONSORSHIP FORM (IF APPLICABLE), THERE ARE NO REFUNDS OF EXHIBITOR FEES OR ANY CHARGEBACKS ALLOWED WHATSOEVER AND ANY OVERDUE BALANCE OF EXHIBITOR FEES SHALL BE PAID IN FULL BY EXHIBITOR EVEN IF EXHIBITOR DECIDES NOT TO ATTEND ANY EVENT TO WHICH SUCH EXHIBITOR FEES APPLY, UNLESS (AND AS THE SOLE EXCEPTION TO SUCH POLICY) MANAGER CANCELS SUCH EVENT. FOR THE SAKE OF CLARITY, THE ONLY INSTANCE BY WHICH EXHIBITOR IS ENTITLED TO RECEIVE A REFUND OF ANY EXHIBITOR FEES OR ANY CHARGEBACK IS IF MANAGER CANCELS AN EVENT TO WHICH SUCH EXHIBITOR FEES APPLY. IN THE EVENT THAT MANAGER NEEDS TO PURSUE RECOUPING FUNDS FROM ANY REQUESTED CHARGEBACK, EXHIBITOR AGREES TO FULLY COMPENSATE MANAGER FOR ALL SUCH FUNDS.

3.4 Cancellations. Manager has the right to cancel Exhibitor’s registration to any 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 this T&C or any other part of the Exhibitor Agreements, or otherwise due to any threatened or actual act taken or omission against the interests of Manager, all as determined by Manager in Manager’s reasonable sole discretion. Even if Exhibitor’s registration to an Event is so cancelled by Manager or if Exhibitor and/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 (a) if such cancellation was due to a Force Majeure Event (as defined in Section 29 below), then Manager shall enable Exhibitor to use all Exhibitor Fees already paid or due to any future Event or Events in the six (6) month period immediately after the end of such Force Majeure Event, or (b) if such cancellation is not due to a Force Majeure Event, then Manager shall provide Exhibitor with a full refund of the Exhibitor Fees applicable to such Event. Aside from the obligations of Manager described in the immediately prior sentence, Manager shall not be responsible for any delays, damages, losses, increased costs, or other unfavorable conditions or indirect or other damages arising in connection with or related to any delay or cancellation of an Event (whether due to a Force Majeure Event or otherwise), and Exhibitor waives all such claims arising therefrom or in connection thereof. OTHER THAN DUE TO THE CANCELLATION OF AN EVENT BY MANAGER AS DESCRIBED IN THIS SECTION 3.4, THERE ARE NO REFUNDS FOR THE EXHIBITOR FEES OR ANY ADDITIONAL CHARGES INCURRED BY EXHIBITOR IN CONNECTION WITH AN EVENT AND/OR OTHER SERVICES ORDERED BY EXHIBITOR IN ACCORDANCE WITH ANY OF THE EXHIBITOR AGREEMENTS.

3.5 Deadlines. Manager offers Exhibitor the opportunity to purchase space in various Event-related promotions, such as ShowGuide advertisements, email blasts, banner advertisements and the like. However, Manager 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 any such occurrence, Manager will not be liable to Exhibitor in any manner, and Manager shall not provide Exhibitor with any refund for any 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 or workshops (or Webinars) held at an Event. Manager does not guarantee the attendance of any workshop or that any workshop will be successful or beneficial to Exhibitor. Exhibitor also understands that Exhibitor may not charge for attendance to Exhibitor’s workshop unless Exhibitor receives prior written approval from Manager to do so. Exhibitor understands that Manager does offer workshop tickets for purchase by attendees in Manager’s online registration for the Events, and that Exhibitor also may not offer or provide any tickets for any workshop. Manager cannot guarantee that Exhibitor’s workshop will be presented at the time and location 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 of the other part of the Exhibitor Agreements (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 advertisements as a marketing add-on service, Manager will bill Exhibitor (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 prior to or during the billing period in which such a cancellation request is received in writing by Manager.

3.8 Third Party Services Generally. Exhibitor acknowledges and agrees that Exhibitor’s participation, correspondence or business dealings with any third party in connection with any 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 SMS Text Messages; Robo Calls; Email Blasts; Other Contacts. Exhibitor agrees that by submitting any personally identifiable information (“PII”) to Manager, Exhibitor consents to receive communications from Manager by automated technology, and authorizes Manager or third parties to whom Manager has transferred such PII provided by Exhibitor or any of its Representative or who has collected PII from Exhibitor at an Event, to contact Exhibitor for advertising, marketing, reminders and other commercial purposes, including without limitation by means of telephone calls or text messages using any automatic telephone dialing system(s), artificial voice(s), pre-recorded call(s), and/or pre-recorded voice(s) (in each case to Exhibitor’s mobile, home and/or office phone numbers, as provided), email blasts and otherwise by postal mail. Without limiting the foregoing, Exhibitor acknowledges and agree that (a) Manager sells or otherwise transfers Exhibitor’s contact list to certain third parties, and such third parties may contact Exhibitor to solicit Exhibitor’s business or otherwise, including without limitation by means of email blasts and postal mailings, and (b) once any such transfer has been made by Manager to any such third party, Manager has no control over such information and if Exhibitor wishes for such third parties to stop contacting Exhibitor then Exhibitor shall contact each such third party directly in order to request that such PII be removed by them from any third party lists. If Exhibitor has provided prior express written consent to receive automated text messages and calls, then Exhibitor agrees that Manager may use PII provided to us by Exhibitor to make calls and text messages using any automatic telephone dialing system(s), artificial voice(s), pre-recorded call(s), and/or pre-recorded voice(s), regardless of whether any telephone number provided to us is on any state or national do not call list. Exhibitor may opt out at any time by email to clientservices@theshowproducers.com, or by writing us at the address in Section 23. Any opt out request must include Exhibitor’s telephone numbers. Exhibitor agrees and understands that purchase is not a condition of such consent.

3.10  SmallBusinessUniversity.online.  is an online educational platform built to educate small business owners on different topics to grow their businesses. We host 2-3 webinars each week. Webinars produced on both the Events at Virtual Venues and Small Business University Online platforms will also be available on demand to our database on SmallBusinessUniversity.online. Workshops are recorded and available on demand on Small Business University Online. We do not endorse any of our speakers and their products or services nor do we have any control over what they say or do during these workshops.

3.11  Taxes. Exhibitor shall be responsible for obtaining all licenses, permits and approvals, and all tax identification numbers, under local, state or federal law which are applicable to Exhibitor’s activity at each Event, and for paying all taxes, license fees and other charges that may become due to any governmental authority or other person because of such activity at or in connection with or related to each Event.

3.12 Reimbursement of Costs. Exhibitor shall pay for all fees, expenses and costs incurred by Manager, including without limitation for all legal and collection services (and all reasonable attorneys’ fees), incurred by Manager in collecting any past due amounts from Exhibitor. Furthermore, 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; NON-TRANSFERRABILTY.

4.1  Eligibility: Exhibitor Space Basics. 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 used by an Exhibitor at an Event. A request for a particular location for the Exhibitor Space (if provided) will be considered by Manager, but such space shall be assigned by Manager primarily on an “as available” basis, and ultimately we shall determine in our sole discretion the location of all Exhibitor Spaces allocated at an Event. Exhibitor understands that Manager cannot accommodate all such requests and that Manager does not guarantee Exhibitor any particular location of Exhibitor Space at an Event due to any such request or otherwise. Further, even once the Exhibitor Space has been allocated to Exhibitor by Manager, there may arise circumstances in which Manager must move Exhibitor from such Exhibitor Space to another location at an Event 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. However, if Manager does move the Exhibitor Space of Exhibitor, Manager shall endeavor to provide a space of similar size and with any “add-ons” which had been requested by Exhibitor.

4.2  Sub Leasing/Sharing. Exhibitor shall not rent, 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.

5) SPONSORS.

5.1 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 as determined with Manager.

5.2 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 and/or to attendees of an Event. The Exhibitor Contract and/or a Sponsorship Form, as the case may be, shall describe the nature of each such sponsorship and the respective obligations of each of Exhibitor and Manager in connection therewith.

5.3 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 an Event or otherwise shall all 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.

5.4 No Liability. None of the Manager Parties shall be responsible or in any other way liable for any products, services and/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 other items at any Event or otherwise. Rather, as between Exhibitor and the Manager Parties, Exhibitor shall be exclusively liable for all such products, services and/or other items and, for the sake of clarity, shall hold harmless, defend and indemnify each of the Manager Parties (pursuant to Section 18 below) against any and all claims arising out of or related to the distribution and/or use of any such products, services and/or other items.

5.5 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 GENERALLY COMMENCES OUR SPONSOR PROMOTION ACTIVITIES AS 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, UNLESS ANY ONLY IF SUCH EVENT IS CANCELLED 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 EXHIBITOR HAS CANCELLED SUCH A SPONSORSHIP OR PREVENTED THE SPONSORSHIP FROM OCCURRING, WHETHER DUE TO EXHIBITOR’S DELAY OR OTHERWISE, AND EXHIBITOR HEREBY AUTHORIZES MANAGER TO CHARGE ALL FEES AND OTHER PAYMENTS ASSOCIATED WITH EACH SPONSORSHIP TO EXHIBITOR’S CREDIT CARD ON FILE WITH MANAGER OR OTHERWISE PROVIDED TO MANAGER. EXHIBITOR IS OBLIGATED TO PAY ALL FEES RELATED TO A SPONSORSHIP IN FULL AS SOON AS THE SPONSORSHIP FORM (OR AN EXHIBITOR CONTRACT INDICATING SUCH SPONSORSHIP) IS EXECUTED BY EXHIBITOR.

6) 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”) does not and 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 individual or entity, (c) Exhibitor shall ensure that Exhibitor’s representatives shall fully comply with the terms and conditions of this T&C and otherwise any other part of the Exhibitor Agreements, , as if each such representative was Exhibitor, and (d) Exhibitor shall be fully responsible for the acts and/or omissions of any and all of its representatives.

7) MUSIC LICENSING.

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 in connection with any 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 public performance or other 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 in connection with such works.

8) 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 has the right to prohibit distribution of such items or other activities which, as Manager determines in our sole discretion, interfere with the experience of our attendees or otherwise with an Event.

9) 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 attendees 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, attendees, or to Manager or any of Manager’s representatives).

10) SPECIAL REQUESTS.

Any and all special requests by Exhibitor or any of Exhibitor’s representatives, including without limitation a request that Manager provide any seeing-impaired or hearing-impaired interpreters at an Event or any similar such requests, must be delivered in writing to Manager no less than forty-five (45) days prior to such Event.

11) RELEASE; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

11.1 RELEASE. EXHIBITOR HEREBY EXPRESSLY RELEASES MANAGER AND EACH OF ITS MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES AND ASSIGNS, AS WELL AS EACH VENUE OPERATOR (COLLECTIVELY, THE “MANAGER PARTIES”) FROM ANY AND ALL DAMAGES, CLAIMS, COSTS AND OTHER LIABILITIES ARISING OUT OF OR OTHERWISE RELATED TO EACH EVENT, INCLUDING WITHOUT LIMITATION ALL (A) REGARDING A PHYSICIAL VENUE, ANY DAMAGE TO THE EXHIBITOR SPACE AND/OR OTHER PART OF A VENUE OR THE LOSS IN THE EXHIBITOR SPACE (OR THE VENUE ALTOGETHER) OF ELECTRIC POWER, INTERNET (WIRELESS OR HARDLINE), AND THE LIKE, AND (B) ANY LOSS, THEFT, DAMAGE OR DESTRUCTION OF OR TO ANY OF EXHIBITOR’S PROPERTY (OR THAT OF ANY REPRESENTATIVE OF EXHIBITOR) OR ANY PROPERTY OF OTHERS, EVEN IF SO ARISING DUE TO THE NEGLIGENCE OR MISCONDUCT OF ANY OF THE MANAGER PARTIES.

11.2 DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS T&C OR OTHERWISE ANY OTHER PART OF THE EXHIBITOR AGREEMENTS, 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, ANY OF ITS REPRESENTATIVES OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, RELATED TO EXHIBITOR’S ATTENDANCE AT ANY EVENT OR OTHERWISE EXHIBITOR’S INTERACTION WITH ANY OF THE MANAGER PARTIES, (C) EACH OF THE MANAGER PARTIES SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT ANY EVENT WILL MEET ANY OF EXHIBITOR’S NEEDS OR REQUIREMENTS, OR THAT EXHIBITOR’S PARTICIPATION IN ANY EVENT WILL BE UNINTERRUPTED, ERROR-FREE OR ACHIEVE ANY PARTICULAR RESULT, (D) NONE OF THE MANAGER PARTIES MAKES ANY REPRESENTATION, WARRANTY GUARANTEE OR PROMISE, EXPRESS OR IMPLIED, THAT EXHIBITOR SHALL DERIVE ANY BENEFIT THROUGH OR FROM EXHIBITOR’S PARTICIPATING IN, OR OTHERWISE IN CONNECTION WITH, ANY EVENT, INCLUDING WITHOUT LIMITATION ANY INCREASED BUSINESS OR GOODWILL, (E) NONE OF THE MANAGER PARTIES ARE RESPONSIBLE FOR ANY THEFT, LOSS OR DAMAGE TO ANY OF EXHIBITOR’S BELONGINGS (OR ANY BELONGINGS OF ANY OF EXHIBITOR’S REPRESENTATIVES OR EXHIBITOR’S GUESTS), AND (F) OTHER THAN FOR THE EXPRESS WARRANTIES MADE IN THIS T&C, NONE OF THE MANAGER PARTIES MAKES ANY WARRANTY REGARDING OR RELATING TO ANY EVENT OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, OR SUCCESS OF ANY EVENT. IN EXCHANGE FOR THE EXHIBITOR FEES, 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 WHICH ARE EXPRESSLY SET FORTH IN THE EXHIBITOR CONTRACT AND/OR THE SPONSORSHIP FORM AND WHICH ARE NOT FRUSTRATED BY UNANTICIPATED OCCURRENCES.

11.3 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, IN CONNECTION WITH OR RELATED TO ANY SUCH PARTY’S INVOLVEMENT IN AN EVENT OR EVENTS OR OTHERWISE THE INVOLVEMENT WITH EXHIBITOR OR ANY OF EXHIBITOR’S REPRESENTATIVES, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, BUSINESS OR GOODWILL, OR ANTICIPATED LOST PROFITS, BUSINESS OR GOODWILL AND THE LIKE, WHETHER SUCH LIABILITY ARISES FROM OR IS RELATED TO 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 RELATED TO ANY 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 PARTICULAR EVENT IN CONNECTION WITH WHICH THE CLAIM REGARDING SUCH LIABILITY IS BASED (AND NEVER TO EXCEED THE EXHIBITOR FEES APPLICABLE TO THE MOST RECENT EVENT ATTENDED BY EXHIBITOR ONLY, EVEN IF SUCH CLAIM INVOLVES MULTIPLE EVENTS OR IF NO EVENT HAS YET BEEN ATTENDED THEN THE IMMEDIATELY FOLLOWING EVENT SCHEDULED), 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 OR OTHERWISE ANY OTHER PART OF THE EXHIBITOR AGREEMENTS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 11 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.

12) 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 a lawsuit or lawsuits), arising out of, in connection with or related to (a) any breach by Exhibitor (or any representative of Exhibitor) of any representation, warranty or covenant made, or obligation undertaken, by Exhibitor in this T&C or otherwise any other part of the Exhibitor Agreements, (b) any failure by Exhibitor (or any representative of Exhibitor) to fulfill any of Exhibitor’s or such representative’s obligations under this T&C or otherwise any other part of the Exhibitor Agreements, (c) any use of the Materials by Manager for the purposes described in this T&C or otherwise any other part of the Exhibitor Agreements, (d) Exhibitor’s participation (or the participation of any representative of Exhibitor) in any Event which is not due to the gross negligence or willful misconduct of Manager, (e) the violation of any law or regulation by Exhibitor or any representative of Exhibitor, and/or (f) the negligence or misconduct of Exhibitor or any representative of Exhibitor. Exhibitor shall use counsel reasonably acceptable to each indemnified Manager Party in fulfilling Exhibitor’s indemnification obligations hereunder. Any Manager Party covered by the provisions of this Section 12 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.

13) TRADEMARKS AND BRANDING.

Trademarks and Branding. Exhibitor hereby grants to Manager the right and license for Manager to copy, modify, exhibit, display and generally to use the trademarks, logos, brands and names of Exhibitor as needed in order for Manager to carry out the requests of Exhibitor to act as a an exhibitor and/or a Sponsor at an Event, further to the Exhibitor Contract or any Sponsorship Form, or for any other promotion of Exhibitor as an exhibitor at or otherwise in connection with an Event. If Exhibitor has not provided Manager in a timely fashion with Exhibitor’s branding (i.e., business name and logo) regarding an upcoming promotion, Exhibitor (a) authorizes Manager to copy and use Exhibitor’s branding found at Exhibitor’s website and use such branding in connection with the exhibition and/or promotion, or (b) acknowledges that, notwithstanding the foregoing, Manager may decide in its sole discretion not to use Exhibitor’s logo or other branding in connection with such exhibition and/or promotion, even though pursuant to Section 3 of this T&C Exhibitor shall not receive any refund for fees paid or payable in connection with such decision.  Further.  “Small Business Expo” and “The Show Producers” are trademarks of Manager. All other Trademarks referenced on the Website or at any Event are the property of their respective owners.  Manager is not affiliated with, or sponsored or endorsed by any third party trademark owner whose Trademark appears on the Website or at any Event, and whose owner is not indicated to be Manager. 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 goods or services.  Trademarks are protected by the trademark laws of the United States and/or other jurisdictions.  You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation in the distribution of any Content, for advertising or publicity or otherwise, without our prior written consent or the prior written consent of such third party Trademark holder, as applicable. Unless you have been expressly authorized to do so in writing by Manager or any other applicable Trademark holder, you shall not use any Trademark of any individual or entity in a way that is likely or intended to cause confusion with such Trademark holder.

14) 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 any Event.

15) NOTICES.

All communications hereunder shall be in writing and shall be sent by postal mail to Manager at The Show Producers, 110 E Broward Blvd, Suite 1700, Fort Lauderdale, FL 33301, with a copy by email to: clientservices@theshowproducers.com, and to Exhibitor using the contact information provided in the Exhibitor Contract and/or Sponsorship Form (if applicable); provided however, that during an Event, such communications may be delivered by hand to an authorized representative of Exhibitor or Manager, as the case may be.

16) SWEEPSTAKES; OTHER GAMES.

The operation or holding 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, (b) Exhibitor shall be solely liable for any claim or other liability arising in connection with or related to such sweepstakes or other game, and (c) for the sake of clarity, Exhibitor shall indemnify each of the Manager Parties (in accordance with Section 12 hereof) for all liability arising in connection with or related to such sweepstakes or other game.

17) NON-SOLICITATION OF EMPLOYEES.

You agree that during the time in which you are an Exhibitor (including without limitation a Sponsor) and for a period of two (2) years thereafter, you shall not, directly or indirectly, solicit or take away, or attempt to solicit or take away, any personnel of Manager, either as an independent contractor, employee, consultant, agent, partner, joint venture or otherwise, either for yourself or for any other person. You further agree that in the event you breach the foregoing non-solicit restriction, then you shall pay to Manager a fee as liquidated damages in the amount of twenty-five percent (25%) of the annual compensation of the person solicited with any new employer or engaging person. Such sums (a) are to be paid to Manager upon receipt of compensation by the solicited person, (b) shall be deemed to be liquidated damages and not a penalty, (c) are agreed to by you and Manager to be fair and reasonable given the difficulty of ascertaining not only actual money damages and lost profits, but also Manager’s loss of intangible benefits such as goodwill.

18) NON-DISPARAGEMENT.

Exhibitor agrees that neither Exhibitor nor any of Exhibitor’s representatives shall disparage, slander or otherwise act in any fashion designed to injure Manager or any of the other Manager Parties and/or any Event; provided, however, that such an undertaking by Exhibitor shall not apply to truthful comments made in response to a lawful subpoena or court action.

19) GOVERNING LAW; JURISDICTION.

This T&C and the other parts of the Exhibitor Agreements (as applicable) shall be governed and construed in accordance with the laws of the State of New York, excluding New York’s choice-of-law principles, and all claims arising out of or relating to this T&C and otherwise any other part of the Exhibitor Agreements (as applicable) , or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of New York, excluding New York’s choice-of-law principles.

20) ARBITRATION; LEGAL FEES; NO CLASS CLAIMS.

Any dispute with you or any person acting on your behalf (if applicable) which arises out of or is related to your use of the Website, your attendance at any Event, this Agreement, and/or any other understanding or arrangement between you and SBE or any of the other SBE Parties, including without limitation regarding any breach of this Agreement, any contacts between you and SBE (including, but not limited to, email, telephone calls, and text messages), or any other such other understanding or arrangement (the “Potential Claims”), shall be finally resolved by binding arbitration administered by a private professional arbitrator and the Commercial Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. You and SBE are expressly waiving any rights to a jury trial pertaining to the Potential Claims. The arbitration will be conducted in the City of New York, State of New York, by an arbitrator with applicable industry expertise in the field of event management services, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on Exhibitor and Manager, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by Exhibitor and Manager and any decision rendered shall be deemed to be the confidential information of Manager and shall not be made public by Exhibitor or any person acting on Exhibitor’s behalf or for its interest (and any submission made to any court as part of such a proceeding shall be made under seal). If the party initiating such a proceeding does not prevail regarding a material part of its claim, then the initiating party shall pay the responding party’s (notwithstanding any counter-claim asserted by the responding party) costs and expenses, including but not limited to reasonable attorneys’ fees and costs. NO ARBITRATION OR CLAIM UNDER THE EXHIBITOR AGREEMENTS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. Notwithstanding the foregoing, each of Exhibitor or Manager may apply to any federal or state court sitting in the County and State of New York for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision, and Exhibitor and Manager each submits to the exclusive jurisdiction of such courts for such purposes. Exhibitor and Manager each expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum.

21) TIMELY FILING OF CLAIMS.

EXHIBITOR AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO EXHIBITOR’S PARTICIPATION (OR THAT OF ANY OF EXHIBITOR’S REPRESENTATIVES) IN ANY EVENT OR OTHERWISE RELATED TO EXHIBITOR’S INTERACTION WITH ANY OF THE MANAGER PARTIES (OR THAT OF ANY OF EXHIBITOR’S REPRESENTATIVES) MUST BE FILED BY EXHIBITOR PURSUANT TO SECTION 20 ABOVE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.

22) FORCE MAJEURE. 

The failure or delay of Manager in Manager’s performance of any of its obligations under this T&C and/or any of the other Exhibitor Agreements, including without limitation Manager’s holding of any  Event or Events for which Exhibitor has already paid Exhibitor Fees, shall be excused (and Manager shall not be deemed to have breached this T&C or any of the other Exhibitor Agreements) if such failure or delay is a result of any of the following: (a) any act or omission of Exhibitor or any person acting on Exhibitor’s behalf, including without limitation Exhibitor’s or any such person’s failure to perform (or cause to be performed) any of Exhibitor’s obligations to Manager, (b) the unavailability of any Venue, or (c) any Force Majeure Event. For purposes of this T&C, a “Force Majeure Event” means any event which prevents or delays the performance by Manager of any of its obligations under this T&C and/or any of the other Exhibitor Agreements in whole or in part, whether by reason of any (i) act of God, (ii) flood, fire, earthquake, or like natural disaster, (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil disturbance or unrest, civil commotion, acts of public enemies, public agitation, or sabotage, (iv) epidemics or pandemics, (v) widespread Internet, communications or electrical outages, (vi) actions, embargoes or blockades, (vii) acts or orders of government or authorities, rules and regulations, or any delay or abandonment due to any order of any court of applicable jurisdiction, (viii) national or regional emergency, (ix) strikes, labor stoppages, lock-outs, slowdowns or other industrial disturbances, and (x) any other cause beyond the reasonable control of Manger.

23) MISCELLANEOUS.

This T&C and each of the other parts of the Exhibitor Agreements 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 (unless otherwise contemplated in this T&C or any part of the other Exhibitor Agreements). The section headings included herein are for convenience only and shall have no substantive effect. Facsimile versions (including without limitation Zoho Sign copies) of all signatures to the Exhibitor Contract or Sponsorship Form (if applicable) shall be acceptable as originals. The failure of Manager to enforce any provision of this T&C or otherwise any other part of the Exhibitor Agreements (if applicable) 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 or otherwise in any other part of the Exhibitor Agreements (if applicable) as contingent, the provisions of such documents are severable. If any one or more provisions of this T&C or otherwise any other part of the Exhibitor Agreements (if applicable) are or may be determined as a result of an arbitration proceeding (pursuant to Section 20) 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 or otherwise any other part of the Exhibitor Agreements (if applicable) will survive termination or expiration of this T&C or any such other parts of the Exhibitor Agreements to the extent necessary to carry out the intentions of Manager and Exhibitor.

For more information about Manager, or an Event or Events, please contact Manager at (212) 404-2345 or email client services@theshowproducers.com.

SUPPLEMENTAL TERMS FOR EVENTS HELD AT A PHYSICAL VENUE

These Supplemental Terms for Events held at a Physical Venue (this “Physical Venue Supplemental T&C”) is part of and incorporated into the Small Business Expo Exhibitor Master Terms & Conditions (“Master T&C”) to which this Physical Venue Supplemental T&C is attached.  All capitalized terms and other references not defined in this Physical Venue Supplemental T&C shall have the meanings ascribed to them in the Master T&C, and all provisions appearing in this Physical Venue Supplemental T&C shall be interpreted in light of and in connection with the Master T&C.

1)  ADDITIONAL FEES AND CHARGES.

1.1  Set-Up Fee. In addition to the Exhibitor Fee and other fees and charges described in the Exhibitor Contract, a Sponsorship Form and/or any of the other part of the Exhibitor Agreements (including without limitation the Master T&C), Exhibitor shall pay Manager a one-time set-up fee in the amount of One Hundred Ninety-Five Dollars ($195), or otherwise as determined by Manager from time to time upon prior written notice to Exhibitor, per Event at a Physical Venue for which Exhibitor has registered. Further, Exhibitor is exclusively responsible for all union and/or drayage fees (including without limitation all such fees related to all pre-Event and post-Event shipments or other related work). The Set-Up Fee is not refundable in any case, even if Exhibitor does not end up attending an Event or Events for which such a fee or fees apply.

1.2  Mandatory Cleaning Fee. Regardless of Exhibitor’s payment method (i.e., whether by credit card or by check, ACH or wire transfer), Exhibitor shall be charged an additional “mandatory cleaning fee” which is equal to 5% of the subtotal of the Exhibitor Fees reflected in the Exhibitor Contract or in a Sponsorship Form for any event at a Physical Venue.

1.3  Physical Venue Considerations.  In addition to any applicable costs of a Physical Venue operator which Exhibitor is obligated to pay, the use by Exhibitor of electricity and Internet at such an Event is to be ordered pursuant to the Exhibitor Contract or the exhibitor manual or other like document which Exhibitor will receive after successfully executing the Exhibitor Contract. Exhibitor acknowledges and agrees that electricity and Internet access are provided by third party vendors (in most cases, the Physical Venue operator) and that Manager has no control over whether electricity and/or Internet will work during any such Event. Manager has no responsibility for providing such items to Exhibitor and shall not be liable for any failure by a Physical Venue operator or other third party vendor to provide such services to Exhibitor or otherwise arising out of or related to Exhibitor’s use of such items. Exhibitor alone must bear all such fees and charges, and there are absolutely NO REFUNDS provided by Manager for any such additional fees or charges. For clarity, Manager will not provide any refund whatsoever for any malfunctioning lead scanners, Internet, and/or electrical drops or the like delivered to or otherwise provided to Exhibitor. Thus, Manager recommends that Exhibitor does not set-up an exhibition space at an Event at a Physical Venue that solely relies on Internet and/or electric drops. Furthermore, additional charges, including without limitation 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, and Exhibitor shall pay in full all such additional charges in addition to any other fees described in the Master T&C or otherwise any other part of the Exhibitor Agreements and/or from any applicable third party, and Manager shall not be responsible in any manner for Exhibitor’s failure to make any such payment or fulfill any other obligation to any third party.

1.4  Exhibitor Space Additional Costs.  Exhibitor should keep in mind that the Exhibitor Space at a Physical Venue consists of a simple booth, generally comprised of only a back wall and side rails (though the precise composition differs at each Physical 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 (however, 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 to a new credit card provided by Exhibitor.

2) DELIVERY/SET-UP/EXHIBITION/TEAR-DOWN.

The dates and hours during which Exhibitor may access a Physical Venue for set-up and teardown of the Exhibitor Space shall be specified in writing by Manager to Exhibitor (including without limitation by email to the email address indicated by Exhibitor in the Exhibitor Contract or otherwise in writing to Manager). Exhibitor shall be solely responsible for paying all load-in/load-out, union, storage and handling charges, and for all other liabilities, resulting from or related to 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 as well as all related instructions provided by a Physical Venue, and/or (b) remove all materials from the Exhibitor Space immediately at the end of each Event at a Physical Venue. However, due to security concerns related to each Event at a Physical Venue and especially the safety of our attendees, Exhibitor may not commence any of the tear down procedures until after the later of (i) the scheduled end-time for such Event, or (ii) the actual time such Event has ended. If an Exhibitor nonetheless starts to pack-up (or otherwise engages in the tear-down process), or even vacates Exhibitor’s booth while an Event at a Physical Venue is still ongoing, or if Exhibitor’s booth is not fully set-up by the time such an Event starts (i.e., by 9:00am local time on the day of the Event), then such Exhibitor shall be liable to pay a Five Hundred Dollar ($500) late set-up/early dismissal fee (as applicable), which fee is hereby authorized by Exhibitor and such fee shall be charged by Manager to Exhibitor’s credit card on file with Manager. Should the operator of a Physical 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 Physical Venue operator’s contractors or any other persons, then Exhibitor agrees to use such contractors or other persons at Exhibitor’s sole expense, which shall be in addition to the Exhibition Fees and any additional 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 Physical Venue and that none of the Manager Parties shall have any liability whatsoever for any fees or costs incurred by Exhibitor or any damages and/or any other liabilities arising out of or related to any such arrangement.

For instance, Exhibitor understands that Exhibitor is shipping Exhibitor’s belongings for each Event at a Physical Venue directly to Manager or to our contracted decorator/union representative, solely at Exhibitor’s own risk, and Exhibitor (a) agrees to carry the appropriate insurance on all such shipments as set forth in Section 9 of this Physical Venue Supplemental T&C, and (b) expressly releases each and all of the Manager Parties from any and all liability arising out of or related to the loss, damage or delay of any such shipment (or any portion thereof) or otherwise in connection with or related to any such shipment (or any portion thereof).

3) DEFAULT IN OCCUPANCY.

If Exhibitor has not met the deadline set by Manager for completion of having fully assembled and/or installed the Exhibitor Space for occupancy by Exhibitor (including without limitation the set-up of all displays) by the start of an Event at a Physical Venue (i.e., by 9:00am local time on the day of such Event), then the Exhibitor Space of Exhibitor may be possessed, transferred 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 all of Exhibitor’s obligations under the Master T&C, this Physical Venue Supplemental T&C, and otherwise any other part of the Exhibitor Agreements, 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.

4) DISPLAY SPECIFICATIONS; SOUND AND ACTIVITIES.

Signs or displays used by Exhibitor at any Event at a Physical Venue must not exceed ten (10) feet in height and the width of the booth space 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 or otherwise that extend beyond the boundaries of 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 in or immediately outside of the Physical Venue, 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 which may not in any case disturb other exhibitors, attendees or otherwise any Event activities, as determined by Manager in our sole discretion. Further, Exhibitor cannot use any sign or other displays which impinge in any manner in the area outside of Exhibitor’s Exhibitor Space and Exhibitor and/or Exhibitor’s representatives cannot engage in the wearing of any distinctive costumes, carrying of banners or signs and the like, which Manager finds to be distracting to an Event (as determined in our sole discretion). 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, and the overall behavior of Exhibitor and Exhibitor’s representatives, all in Manager’s sole discretion.

5)  FILMING OF EVENT; PHOTOGRAPHY.

Manager will be photographing, videotaping and otherwise recording each Event at a Physical Venue 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 of each of Exhibitor’s representatives, in any manner or media whatsoever (whether now known or hereafter devised) for the purposes of Manager’s business purposes including without limitation for purposes of streaming on demand and for advertising or trade in promoting and publicizing the Events, 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 formally secure all for the foregoing rights for Manager. Neither Exhibitor nor any of its representatives may film, photograph or otherwise record any portion of any Event, in any manner, without the prior written consent of Manager.

6) WORKSHOPS.

Regarding workshops held by an Exhibitor for an Event at a Physical Venue, Exhibitor must provide Exhibitor’s own AV and all related equipment (including, without limitation, video adaptors for Exhibitor’s computer, projection and the like) at each such workshop, unless other arrangements have been made in advance in writing with Manager, and Manager has confirmed in writing that Manager will be providing such items for Exhibitor’s use during such workshop.

7) EXHIBITOR REPRESENTATIVES.

Exhibitor’s representatives at each Event at a Physical Venue 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 such Event. All such representatives shall wear badges and/or other identification provided by Manager at all times during an Event to indicate their connection to Exhibitor. Exhibitor shall be fully responsible for the acts and/or omissions of each of its representatives.

8) SAMPLES; SOUVENIRS; SALES.

If Exhibitor wishes to distribute food and/or beverage samples at an Event at a Physical Venue, Exhibitor must first obtain the written approval for such distribution from the Physical Venue operator and secure any other approvals required by the Physical Venue operator (e.g., Health Department, permits, exclusive concessions provider, etc.) and the like, and send all such approvals to Manager prior to such Event. Otherwise, Exhibitor may not distribute any food or beverages at an Event. If, notwithstanding the foregoing restrictions, Exhibitor acts to distribute food and/or beverages at an Event at a Physical Venue, then in addition to Manager’s other recourse under the Master T&C or this Physical Venue Supplemental T&C, Manager shall not be liable for any such distribution in any manner (including without limitation any fines levied in connection with such distribution), and Exhibitor shall, for the sake of clarity, promptly indemnify each of the Manager Parties (per the Master T&C) and reimburse Manager for all such fines levied on Manager and any other expenses incurred by Manager relating to such distribution, and Exhibitor expressly authorizes Manager to charge Exhibitor’s credit card on file with Manager to secure such a reimbursement.

9) YOUR USE OF PERSONAL INFORMATION

Exhibitor’s use of the Manager’s scanner app and the scanners provided by Manager is contingent upon Exhibitor’s responsible use of such items and Exhibitor’s legal treatment of all personally identifiable information (“PII”) and other information obtained through the use of such items, including without limitation Exhibitor’s adherence to all laws, regulations and rules applicable to Exhibitor’s utilizing such information (including without limitation the Telephone Consumer Protection Act and the CAN-SPAM Act), and neither Manager nor any of the other Manager Parties shall be responsible for any breach or other violation by Exhibitor or anyone acting on Exhibitor’s behalf of any such law, regulation or rule.

10)  INSURANCE COVERAGE.

Exhibitor shall, at Exhibitor’s own expense, procure and maintain in force for each Event at a Physical Venue (and in regards to each such Event, during all set-up and dismantling of the Exhibitor Space for each such Event and other pre-Event and post-Event activities, and covering all use of the Exhibitor Space for an Event by Exhibitor or anyone on Exhibitor’s behalf) and the use of the Physical Venue by Exhibitor and all of Exhibitor’s representatives, general liability insurance including coverage for personal injury, operation of equipment and products and property damage, with limits no less than $1,000,000 per occurrence and $2,000,000 general liability in the aggregate. Before beginning any work or undertaking any efforts in connection with or related to any Event at a Physical Venue, Exhibitor shall provide the Manager with an original, signed insurance certificate naming “Film, Stage & ShowBiz Expo LLC dba The Show Producers dba Small Business Expo, and the venue name at which its event is being attended by the Exhibitor securing this insurance policy, and all of the members, managers, agents, representatives, officers, and employees of Film, Stage & ShowBiz Expo LLC dba The Show Producers dba Small Business Expo” as additional insured under Exhibitor’s general liability insurance policy policies for the duration of Exhibitor’s participation in each such Event (including for clarity Event Space set-up and takedown and for all related pre-Event and post-Event activities). Further, Exhibitor shall cause each of Exhibitor’s representatives or any other party attending each Event at a Physical Venue, including without limitation any independent labor contractors engaged in the performance of work regarding each such Event and throughout the period during which such party is in attendance at each such Event or working in connection with each such Event, to be covered by policies of insurance as specified above or otherwise as may be required from time to time. Exhibitor acknowledged that none of the Manager Parties maintains insurance covering Exhibitor’s property, and that it is the sole responsibility of Exhibitor to obtain business interruption and property damage insurance covering any losses of Exhibitor and/or any of Exhibitor’s representatives.

SUPPLEMENTAL TERMS FOR EVENTS HELD AT A VIRTUAL VENUE

These Supplemental Terms for Events held at a Virtual Venue (this “Virtual Venue Supplemental T&C”) is part of and incorporated into the Small Business Expo Exhibitor Master Terms & Conditions (“Master T&C”) to which this Virtual Venue Supplemental T&C is attached.  All capitalized terms and other references not defined in this Virtual Venue Supplemental T&C shall have the meanings ascribed to them in the Master T&C, and all provisions appearing in this Virtual Venue Supplemental T&C shall be interpreted in light of and in connection with the Master T&C.

1)  PLATFORM; CONTENT; YOUR CONTENT.   

1.1          The Platform; Content.  The platform through which the Virtual Venue is provided (the “Platform”) is operated by a third party service subscribed to by Manager. As between Exhibitor and Manager, Manager owns all text, messages, comments, files, icons, images, tags, notes, links, photographs, audio, video and other content appearing on or otherwise provided through the Platform (collectively, “Content”), whether posted by Manager or any third party.  However, any Content uploaded or otherwise provided by you through the Platform (collectively, “Your Content”) shall (as between you and Manager) be owned by you, subject to the rights you grant to Manager below.

1.2          Your Content.  You agree to following terms and conditions for using the Platform: (a) Manager  has no obligation to use or respond to any of Your Content; (b) the provision of Your Content to Manager in no way imposes any obligation on Manager , whether of confidentiality, attribution, compensation or otherwise, and Manager  shall not be liable for any disclosure or other use of any of Your Content; (c) all Your Content shall be accurate and correct, and shall not violate the copyright, trademark, patent, trade secret, right of publicity, right to privacy, or any other intellectual property or other legal right of any third party; (d) you shall pay for all royalties, fees and any other monies owing any person by reason of any of Your Content that you post to the Platform, (e) Your Content may be subject to size and usage limitations, and you are responsible for adhering to any such limitations, and (f) all of Your Content shall comply with the provisions of Section 2 hereof specifically and all other applicable sections of this Virtual Venue Supplemental T&C.

1.3          Quality and Review of Your Content.  We do not and shall not have any obligation to review, monitor, check or investigate Your Content, and therefore we do not guarantee the accuracy, integrity or quality of any of Your Content or the Content of any other person posted to the Platform.  Thus, we cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Platform, and we are not responsible for any Your Content or the accuracy or opinions expressed by any Your Content.  Notwithstanding the foregoing or anything to the contrary in this Virtual Venue Supplemental T&C, Manager  (a) has the absolute right (but not the obligation) to pre-screen, monitor, review, flag, filter and remove any and all of Your Content in Manager’s sole discretion, and we reserve the right to alter, edit, refuse to post or remove any of Your Content, in whole or in part, for any reason or for no reason as determined by Manager in our sole discretion, and (b) has the right to disclose Your Content and the circumstances surrounding its transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request or to protect ourselves, other Platform users or service providers or any other person, as determined by Manager in our sole discretion. 

2)  USAGE RESTRICTIONS.

2.1          Usage Restrictions.  You shall not use the Platform in any manner that:

(a) enables you (or enables any other person) to (i) copy, modify, create a derivative work of, any Content, or (ii) 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 any portion of the Platform or the source code of the software underlying the Platform or any portion thereof; 

(b)  interferes with operations or services provided by the Platform or otherwise disrupts the Platform in any way;

(c) interrupts, destroys or limit the functionality of, any computer software or hardware or telecommunications equipment (including without limitation by means of software viruses, Trojan horses or any other computer code, files or programs);

(d) 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);

(e) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable, as determined by Manager in our sole discretion;

(f) creates a false identity or otherwise attempts to mislead any person as to the identity or origin of any communication;

(g) exports, re-exports, or permits downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions;

(h) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;

(i) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, or otherwise transmits, posts or sends unsolicited commercial messages, removes or modifies any postings, unauthorized commercial advertisements, affiliate links, and other forms of solicitation;

(j) links to materials or other content, directly or indirectly, to which you do not have a right to link or which Manager determines in our sole discretion is not appropriate to be linked to from the Platform; or

(k) violates, or encourages others to violate the Master T&C or this Virtual Venue Supplemental T&C (or engages in any other activity deemed by us to be in conflict with such documents), or violates or encourages others to violate any applicable local, state, national, or international law.

2.2          Reporting Violations.  You shall immediately notify us in writing of any of Your Content or any other Content that you view through the Platform which you deem to be offensive, inappropriate or otherwise a violation of the Master T&C or this Virtual Venue Supplemental T&C.

3)  INTELLECTUAL PROPERTY.

3.1       Proprietary Rights.  Content provided by Manager or any of our third party licensors is protected by copyright, trademark and other laws of the United States and/or other jurisdictions. Other than for Your Content and third party Trademarks appearing on the Platform, you acknowledge and agree that as between you and Manager, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to Platform (including without limitation all other Content appearing therein) is owned by Manager, and that you have no rights in and to the Platform other than as expressly set forth in this Virtual Venue Supplemental T&C.  Except for that information which is in the public domain and is not otherwise limited by third party rights or for which you have been given express written permission by Manager, no Content (other than for Your Content as uploaded by you to the Platform alone) 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 Manager’s prior written consent or, where applicable, that of our licensors. However, you may print copies of materials on the Platform 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 Virtual Venue Supplemental T&C and never in any manner which directly or indirectly competes with us.  For clarity and without limiting the foregoing, please note that Content posted by other Platform users (i.e., our other exhibitors and our Virtual Venue attendees) may also be protected by copyright, trademark patent and other rights under the laws of the United States and/or other jurisdictions, and no rights in such Content whatsoever are granted to you other than those expressly granted herein or by the owner of such Content.

3.2      Grant of License to Your Content.  By posting Your Content to the Platform, you automatically grant, and represent and warrant that you have the right to grant to Manager , 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, create derivative works of or incorporate into other works all of such Your Content (in whole or in part), communicate to the public, distribute (through multiple tiers), perform or display all of such Your Content (in whole or in part), 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 the right to exercise the copyright, publicity, and any other rights over any of the materials contained in all of such Your Content for any purpose, including without limitation (a) for purposes of advertising and publicity on the Platform and elsewhere and (b) otherwise to generate revenue or other remuneration.  Manager shall not be limited in any way in the use, commercial or otherwise, of any of such Your Content, and you hereby waive any moral rights (or “droit moral”) in, or approval rights to, such Your Content.  For clarity and without limiting the foregoing, we reserve the express right to incorporate any of Your Content 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.

3.3          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 Platform in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) 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, (b) a description of the copyrighted work that you claim has been infringed, (c) a description of where the material that you claim is infringing is located on the Platform, (d) your address, telephone number, and email address, (e) 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 (f) 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 us actual knowledge of facts or circumstances from which infringing material or acts are evident.  Our copyright agent for notice of claims of copyright infringement can be reached as follows:

Name:                    The Show Producers Copyright Agent

Address:                110 E Broward Blvd, Suite 1700, Fort Lauderdale, FL 33301

Telephone:            (212) 404-2345

Email:                    clientservices@theshowproducers.com

We suggest that you consult your legal advisor before filing a notice with Manager’s copyright agent.  You should note that there can be penalties for false claims under the DMCA.  We will, in appropriate circumstances and to the extent plausible, terminate the right of Platform users who infringe the rights of copyright holders to interact with certain portions of the Platform. 

3.4          Removal of Notices.  You shall not remove, obscure, or alter any proprietary rights or notices (including without limitation copyright and trademark notices) which may be affixed to or contained within any Content.  You shall abide by all such notices.

4)  LINKS; THIRD PARTY WEBSITES.

The Platform may provide links to third party websites that we believe may be of possible interest to you. Because we do not endorse or otherwise have control over such websites, we are not responsible or liable, directly or indirectly, for (a) the availability of such websites, (b) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from such websites, (c) your participation, correspondence or business dealings with any third party found on or through the Platform regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, which are solely between you and any such third party, or (d) any damage or loss caused or alleged to be caused by or in connection with your interaction with any such third party or any other third party whom you form a connection with through or because of the Platform. Your use of any website linked to from the Platform is subject to the policies and procedures of the owner of such website, and your use of all such websites is subject to such policies and procedures and not to the provisions of this Virtual Venue Supplemental T&C.

5)  FILIMING OF EVENT

Manager will be recording each Event at a Virtual Venue 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 of each of Exhibitor’s representatives who may be recorded at a Virtual Venue, in any manner or media whatsoever (whether now known or hereafter devised) for Manager’s business purposes including without limitation for the purposes of streaming on demand and for advertising or trade in promoting and publicizing the Events, Manager and Manager’s products and services. Neither Exhibitor nor any of its representatives may film, photograph or otherwise record any portion of any Event, in any manner, without the prior written consent of Manager.

Small Business Expo™

Email Blast Services and Registration List License

Terms & Conditions

These Terms & Conditions (this “T&C”) and the executed exhibitor contract to which this T&C is attached and incorporated (the “Exhibitor Contract”) represents the agreement between Film, Stage & ShowBiz Expo LLC (“SBE”) and the customer (“Customer”) named in the Exhibitor Contract regarding the email blast services and/or registration list license to be provided to Customer by SBE as indicated in the Exhibitor Contract . This T&C and the Exhibitor Contract shall be referred to hereunder collectively as the “Agreement”, and both SBE and Customer are sometimes referred to hereunder individually as a “party” and collectively as the “parties”.  All capitalized terms not defined herein shall have the meanings ascribed to them in the Exhibitor Contract.

By Signing the Exhibitor Contract  and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer indicates that Customer has carefully read the Exhibitor Contract  and this T&C and that Customer agrees to all of their provisions, including without limitation the following terms and conditions:

1.      Registration List License. If and only if Customer has indicated that the registration list license is being purchased in the Exhibitor Contract , then as of the Effective Date and in consideration of Customer’s full payment of the License Fee (as defined in the Exhibitor Contract ) and Customer’s ongoing adherence to the provisions of the Agreement, SBE hereby provides Customer with a non-exclusive, limited license to use SBE’s registrant contact information list or lists obtained by SBE from the SBE show or shows indicated in the Exhibitor Contract  (collectively, the “List”) for the Purpose only (the “License”). Other than for the License, Customer shall not (a) retain any rights in and to the List not expressly granted by the License, (b) use the List in any manner not expressly permitted by the License, or (c) transfer the List to any individual or entity, or otherwise enable any individual or entity to use the List in any manner.  The “Purpose” means for Customer to use of the List (i) for Customer’s own internal business use only, (ii) not in any manner which could compete with SBE directly or indirectly, and (iii) only in strict compliance with all applicable laws and regulations, including but not limited to the Telephone Consumer Protection Act (“TCPA”).  NEITHER SBE NOR ANY OF THE OTHER SBE PARTIES TAKES ANY RESPONSIBILITY WHATSOEVER FOR CUSTOMER’S USE OF THE LIST.  The License shall be in effect until terminated pursuant to Section 4 (the “Term”).  Customer may not utilize any system that is an automatic telephone dialing system  as defined by state or federal case law and statutory law, to call or text message any person on the List unless Customer independently obtains prior express written consent from such person to do so.  Customer must also maintain an internal Do Not Call List that complies with all applicable federal and state regulations.

2.      Email Blast Services. If and only if Customer has indicated that the Email Blast Services is being purchased in the Exhibitor Contract , then as of the Effective Date and in consideration of Customer’s full payment of the Services Fee (as defined in the Exhibitor Contract ) and Customer’s ongoing adherence to the provisions of the Agreement, SBE shall provide Customer with email blast services on behalf of Customer for Customer’s advertising campaigns sent to SBE show email database for the SBE city or cities indicated in the Exhibitor Contract  (collectively, the “Services”).  NEITHER SBE NOR ANY OF THE OTHER SBE PARTIES TAKES ANY RESPONSIBILITY WHATSOEVER FOR CUSTOMER’S USE OF THE SERVICES.

3.        Fees. The License Fee and the Services Fee (collectively, the “Fees”) are due upon execution of the Exhibitor Contract  by Customer.  Customer shall pay SBE either or both of the License Fee and the Services Fee (as applicable) as indicated in the Exhibitor Contract  and according to the basis set forth in Exhibitor Contract .  SBE shall enable Customer to commence use of the List under the License by delivering the List to Customer once the License Fee has been paid in full by Customer. SBE will commence providing the Services on the basis indicated in the Exhibitor Contract  once the applicable portion of the Service Fee has been received by SBE.  If SBE has not received any of the above applicable fees, SBE may immediately terminate the License and/or providing the Services (as applicable) and/or in the case of the Services, SBE may continue providing the Services to Customer in exchange for an additional late charge at a rate of one and one-half percent (1.5%) per month on the unpaid balance of Service Fee from the date such amount was due.   Notwithstanding anything to the contrary herein and for the sake of clarity, the Fees have been earned by SBE regardless of Customer’s rate of success in utilizing the License and/or the Services (as applicable).

4.      Term; Termination. In the event of any breach by Customer of the License, the License shall immediately terminate and all copies of the List immediately shall be returned by Customer to SBE.  The Services shall be provided to Customer on a subscription basis for the period of time indicated in the Exhibitor Contract  or otherwise as indicated in writing by the parties.

5.      Proprietary Rights.   Customer acknowledges and agrees that (a) other than for the License, as between SBE and Customer, SBE retains all right, title and interest in and to the List, and (b) other than for the any ad copy or other content and all recipient information provided by Customer to SBE  (collectively, “Content”), as between SBE and Customer, SBE retains all right, title and interest in and to the Services.

6.      Representations and Warranties.  Customer hereby represents and warrants to SBE that: (a) Customer is authorized to enter into the Agreement and the Customer signatory to the Exhibitor Contract  has been duly authorized by Customer to agree to the Agreement on Customer’s behalf, (b) if Customer is purchasing the License, (i) Customer shall use the List for the Purpose only and otherwise shall strictly adhere to the License as set forth in Section 1 of this T&C, and (ii) all use of the List by Customer shall comply with the TCPA, CAN-SPAM Act, and all other applicable laws and regulations, and (c) if Customer is purchasing the Services, (i) all Content is owned by Customer and the Content shall not violate and third party rights or any laws or regulations, and (ii) all email and other recipient information provided to SBE by Customer has been collected in accordance with all applicable laws and regulations and Customer has obtained all rights necessary for SBE to use such Content for the purposes requested by Customer.

7.      DISCLAIMER OF WARRANTIES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CUSTOMER AGREES THAT (A) CUSTOMER’S USE OF THE LICENSE AND/OR THE SERVICES (AS APPLICABLE) IS “AS IS” AND “AS AVAILABLE” AND AT CUSTOMER’S OWN AND SOLE RISK, (B) NEITHER SBE NOR ANY OF ITS MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AGENTS OR SUCCESSORS (THE “SBE PARTIES”) SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH CUSTOMER’S USE OF THE LICENSE AND/OR THE SERVICES (AS APPLICABLE), (C) SBE SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT THE LICENSE AND/OR THE SERVICES WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, OR THAT CUSTOMER’S USE OF OR BENEFIT FROM THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND (D) OTHER THAN FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, SBE MAKES NO WARRANTIES IN CONNECTION WITH THE LICENSE AND/OR THE SERVICES (AS APPLICABLE), EXPRESS OR IMPLIED.

8.      LIMITATION OF LIABILITY.   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE SBE PARTIES BE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, LOST SAVINGS, LOST BUSINESS INFORMATION, OR LOST OR ANTICIPATED PROFITS) ARISING OUT OF OR RELATED TO THE LICENSE OR THE USE OF (OR THE INABILITY TO USE) THE SERVICES, WHETHER ARISING IN CONTRACT, TORT, MISREPRESENTATION, STRICT LIABILITY, OR OTHERWISE, EVEN IF SBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, THE ENTIRE LIABILITY OF THE SBE PARTIES COLLECTIVELY, AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY DAMAGES RESULTING FROM CUSTOMER’S USE OF THE LICENSE AND/OR THE SERVICES (AS APPLICABLE), IN ANY CIRCUMSTANCE, IS LIMITED TO THE LESSER OF (I) THE AGGREGATE FEES RECEIVED BY SBE FROM CUSTOMER IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, OR (II) ONE THOUSAND DOLLARS ($1,000). THIS LIMITATION OF LIABILITY PROVISION IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. SOME OF THE ABOVE LIMITATIONS IN SECTIONS 7 AND 8 HEREOF MAY NOT APPLY TO CUSTOMER, 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.

9.      Confidentiality.  Other than for utilizing the List in accordance with the License, Customer agrees to keep the contents of the List strictly confidential.  Both parties agree to keep the terms of the Agreement strictly confidential except for their respective internal principals, advisors or personnel who need to know such information. This Section 9 shall survive the expiration of the Term.

10.     Indemnity. Customer shall indemnify, defend and hold harmless SBE and the other SBE Parties from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements), arising out of or related to any breach by Customer of any representation, warranty, obligation or covenant made or undertaken by Customer in the Agreement. Customer shall have a reasonable opportunity to defend any claim for which it needs to provide indemnification under this Section 10 and at Customer’s own expense and with counsel of Customer’s own selection which is reasonably acceptable to SBE and any other SBE Party (as applicable); provided, however, that SBE and any other SBE Party (as applicable) shall at all times have the right fully to participate in such defense at its own expense. Customer shall not make any settlement of any claim which might give rise to the liability of SBE or any other SBE Party (as applicable)without the prior written consent of SBE. For the sake of clarity, the indemnification obligations of Customer set forth in this Section 10 shall survive the expiration of the Term.  Furthermore, neither SBE nor any other SBE Party shall be liable for any of the actions or omissions of Customer in using the List for its marketing or prospecting efforts, and Customer shall indemnify the SBE Parties for any claims related to such activities, also pursuant to this Section 10.

11.     Governing Law; Jurisdiction; Timely Filing of Claims.  The Agreement shall be governed and construed in accordance with the laws of the State of New York, excluding that State’s choice-of-law principles, and all claims relating to or arising out of the Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of New York, excluding New York’s choice-of-law principles. The parties 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 the parties expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.  REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED CUSTOMER’S USE OF THE LIST AND/OR THE SERVICES (AS APPLICABLE), OR OTHERWISE RELATED TO THE AGREEMENT, MUST BE FILED BY CUSTOMER PURSUANT TO THIS SECTION 11 WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.

12.     Miscellaneous. The Agreement sets forth the entire agreement and understanding between Customer and SBE relating to the subject matter hereof and merges all prior discussions with respect hereto. No modification of or amendment to the Agreement, nor any waiver of any rights under the Agreement, shall be effective unless in writing signed by the parties. In case any one or more of the provisions contained in the 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 the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Customer may not assign or transfer its rights and/or obligations under the Agreement in whole or in part without the prior written consent of SBE, and any such attempted assignment or transfer shall be void ab initio. No failure or delay of either party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The provisions of the Agreement shall survive termination or expiration to the extent necessary to carry out the intentions of the parties.

Event Updates