This Small Business Expo Exhibitor Terms & Conditions (this “T&C”) sets forth the terms and conditions pursuant to which you agree to register with Film, Stage & ShowBiz Expo LLC d/b/a Small Business Expo and/or d/b/a The Show Producers (“Manager”, “us”, “we”, or “our”) to be an exhibitor (“Exhibitor”, “you”, “your”) at one of our Small Business Expo 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 Exhibitor prospectus provided by Manager for each Event (the “Prospectus”), (c) 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 an electronic verification signature service operated by DocuSign Inc. or other similar electronic signature provider to which we subscribe (the “DocuSign Service”) , (d) the Exhibitor manual which may be provided by Manager from time to time, (e) the Sponsorship Form (as defined in Section 9 of this T&C), and (f) 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.
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 venues set forth in the Exhibitor Contract (each, a “Venue” and collectively, the “Venues”) and/or as otherwise communicated by Manager from time to time. 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 Event, including without limitation all pre-conference and post-conference event activities.
EXHIBITOR REGISTRATION; THIS T&C AND OTHER PARTS OF THE EXHIBITOR AGREEMENTS; MODIFICATION.
- 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 DocuSign 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 DocuSign 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).
- 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 this T&C or otherwise the terms of being an Exhibitor at any time. To the extent that an Exhibitor registers for multiple Events, you agree to review this T&C each time you agree to its provisions to be aware of all such modifications. If you do not agree to abide by the provisions of the Exhibitor Contract accompanied by this T&C, you are not authorized to attend any Event as an exhibitor.
PAYMENTS AND CANCELLATIONS; NO REFUNDS OR CHARGEBACKS.
- Payments. Exhibitor’s participation in each Event is contingent upon Exhibitor having paid in full the applicable fees which are collectively set forth in (a) the Exhibitor Contract, (b) a Sponsorship Form, 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. 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 3.9 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.
- 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.
- 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 Manager shall provide Exhibitor with a full refund of the Exhibitor Fees applicable to such Event. However, 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, and Exhibitor waives all such claims arising therefrom or in connection thereof; provided, however, that as stated above Manager shall refund any payments of the Exhibitor Fees already paid to Manager by Exhibitor if Manager cancels an Event for which the Exhibitor has already duly registered and paid Exhibitor Fees. OTHER THAN DUE TO THE CANCELLATION OF AN EVENT BY MANAGER, THERE ARE NO REFUNDS FOR THE EXHIBITOR FEES OR ANY ADDITIONAL CHARGES INCURRED BY EXHIBITOR IN CONNECTION WITH AN EVENT AND/OR OTHER SERVICES ORDERED BY EXHIBITOR IN ACCORDANCE WITH ANY OF THE EXHIBITOR AGREEMENTS.
- 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.
- Workshops. Manager may offer Exhibitor the opportunity to present at or otherwise participate in a workshop or workshops held at an Event. Manager does not guarantee the attendance of any workshop or that any workshop will be successful or beneficial to Exhibitor. Further, Exhibitor must provide Exhibitor’s own AV 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. 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.
- 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.
- 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. For instance, Exhibitor understands that Exhibitor is shipping Exhibitor’s belongings for each Event at each 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 19 hereof, 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).
- 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 this 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 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.
- 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.
- 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.
- 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.
ELIGIBILITY; LOCATION AND MAKE-UP OF EXHIBITOR SPACE.
Notwithstanding anything to the contrary in this T&C, Manager shall have the sole right to determine, in Manager’s sole discretion, the (a) eligibility of any Exhibitor, representative of Exhibitor or other Event attendee to attend (or continue to attend) each Event, and (b) appropriateness of any exhibition or material 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. Exhibitor should keep in mind that the Exhibitor Space consists of a simple booth, generally comprised of only a back wall and side rails (though the precise composition differs at each Venue), and that the inclusion of all electrical drops, Internet, lead scanners, tables, chairs and the like are all additional items that must be ordered and paid for by Exhibitor in advance of each Event (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.
The dates and hours during which Exhibitor may access a 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 Venue, and/or (b) remove all materials from the Exhibitor Space immediately at the end of each Event. However, due to security concerns related to each Event 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 is still ongoing, or if Exhibitor’s booth is not fully set-up by the time the 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 Venue determine, in its sole discretion, that any equipment used by Exhibitor requires the transport, installation or removal of such equipment and/or other services to be performed by such Venue operator’s contractors 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 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.
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 (i.e., by 9:00am local time on the day of an 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 this 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.
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.
DISPLAY SPECIFICATIONS; SOUND AND ACTIVITIES.
Signs or displays used by Exhibitor 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 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.
- 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.
- 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.
- 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.
- 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.
- 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.
In addition to any applicable costs of a Venue operator which Exhibitor is obligated to pay (including without limitation as described in Section 5 hereof), the use by Exhibitor of electricity and Internet at an Event are to be ordered pursuant to the Exhibitor Contract or the exhibitor manual 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 Venue operator) and that Manager has no control over whether electricity and/or Internet will work during any Event. Manager has no responsibility for providing such items to Exhibitor and shall not be liable for any failure by a Venue operator or other third party vendor to provide such services to Exhibitor or otherwise arising out of 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 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 this 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.
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.
For the sake of clarity, Exhibitor agrees not to permit any musical work protected by copyright to be staged, produced or otherwise performed, via either “live” or mechanical means at an Event unless Exhibitor has previously obtained written permission from the copyright owner, or the copyright owner’s designee (e.g., ASCAP, BMI or SESAC) of such work for such use. Exhibitor accepts full and complete responsibility for the fulfillment of all obligations under any agreement permitting the 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.
Exhibitor’s representatives at each Event shall be restricted to Exhibitor’s employees, consultants or agents who have been designated in the Exhibitor Contract or otherwise duly registered in writing with Manager prior to 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.
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. If Exhibitor wishes to distribute food and/or beverage samples at an Event, Exhibitor must first obtain the written approval for such distribution from the Venue operator and secure any other approvals required by the Venue operator (e.g., Health Department, permits, exclusive concessions provider, etc.) and 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, then in addition to Manager’s other recourse under this 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 Section 18 hereof) 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.
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).
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.
RELEASE; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
- 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) 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.
- 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.
- 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 17 MAY NOT APPLY TO EXHIBITOR, AS SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.
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 18 shall reasonably cooperate with Exhibitor and shall at all times have the right fully to participate in such defense with its own counsel and at its own expense. Exhibitor shall not enter into any settlement that imposes any liability or obligation on any of the Manager Parties or contains any admission or acknowledgment of any wrongdoing by any such party (whether in tort or otherwise), without each such Manger Party’s prior written consent.
Exhibitor shall, at Exhibitor’s own expense, procure and maintain in force during each Event (including for clarity, during all set-up and dismantling of the Exhibitor Space for each 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 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 an Event, each 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 such 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, 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.
TRADEMARKS AND BRANDING; FILMING OF THE EVENT; PHOTOGRAPHY.
- 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.
- Filming of Event; Photography. Manager will be photographing, videotaping and otherwise recording each Event and using the resulting footage for promotional purposes. Exhibitor hereby grants Manager the exclusive, perpetual, irrevocable, worldwide, royalty free right and permission to use, distribute, publish, exhibit, perform, digitize, broadcast, display, reproduce, and otherwise use Exhibitor’s name, image, likeness, voice and biography (or any copyrighted material or trademarks owned and displayed by Exhibitor), and the name, image, likeness, voice and biography of each of Exhibitor’s representatives, in any manner or media whatsoever (whether now known or hereafter devised) for the purposes of advertising or trade in promoting and publicizing the Events, Manager and 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.
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.
All communications hereunder shall be in writing and shall be sent by postal mail to Manager at The Show Producers, 555 8th Avenue, Suite 1603, New York, NY 10018, with a copy by email to: email@example.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.
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 18 hereof) for all liability arising in connection with or related to such sweepstakes or other game.
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.
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.
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.
ARBITRATION; LEGAL FEES; NO CLASS CLAIMS.
Any dispute by Exhibitor or any of Exhibitor’s representatives (if applicable) arising out of or related to any Event or otherwise this T&C or otherwise any other part of the Exhibitor Agreements and/or any other understanding or arrangement between Manager and Exhibitor or any of Exhibitor’s representatives (if applicable), including without limitation regarding any breach under any such document or other understanding, shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “CAB”) but if the AAA does not agree to adjudicate such dispute under the CAB then by a private professional arbitrator and associated rules reasonably agreed upon by the parties in writing. Judgment upon the award rendered by such an arbitrator may be entered in any court having jurisdiction. 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.
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 27 ABOVE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.
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 DocuSign 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 27) 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 (at) theshowproducers.com.