Exhibitor Event Terms & Conditions

Exhibitor Event Terms & Conditions

This Small Business Expo Exhibitor Master Terms & Conditions (this “T&C”) sets forth the provisions 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 held virtually online or at a physical venue (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 a physical venue attached to this T&C or otherwise provided to you by us (the “Physical Venue Supplemental Terms”), (c) the Exhibitor prospectus provided by Manager for each Event (the “Prospectus”), (d) 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 “Electronic Sign Service”), (e) the Exhibitor manual which may be provided by Manager from time to time, (f) the Email Blast Services and Registration List License Terms & Conditions (the “Email and List T&C”), if applicable, and (g) any other agreement signed in writing between Exhibitor and Manager (all such documentation, collectively, the “Exhibitor Agreements”).

SECTION 1.5 BELOW 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 AND VENUES; NO WARRANTIES REGARDING PARTICIPANTS.

1.1  Events; Venues.  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 conducted either as a virtual Event  (each, a “Virtual Event” and collectively, the “Virtual Events”) located at a virtual venue or venues accessible online described in an Exhibitor Contract (each, a “Virtual Venue” and collectively, “Virtual Venues”) or conducted as a physical Event  (each, a “Physical Event” and collectively, “Physical Events”) located at the physical venue or venues described in an Exhibitor Contract (each, a “Physical Venue” and collectively, “Physical Venues”). Among other things, the date, time and location of each Event (whether a Physical Event or a Virtual Event) will be set forth in the applicable Exhibitor Contract and/or as may subsequently otherwise be communicated by Manager to Exhibitor from time to time (including without limitation by electronic mail). 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 by means of a Virtual Venue or at a Physical Venue), including without limitation all pre-conference and post-conference event activities and Manager’s virtual webinars accessible at SmallBusinessUniversity.online in connection with such Event. For clarity, the Virtual Events and Physical Events may be referred to collectively in this T&C as “Events”, and the Virtual Venues and the Physical Venues may be referred to collectively in this T&C as the “Venues”.

1.2  No Warranties Regarding Events.  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.

1.3 Deadlines. Manager offers Exhibitor the opportunity to purchase space in various Event-related promotions, such as ShowGuide advertisements, exhibitor booths, webinars, 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, an online intake landing page form, 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, such as in the virtual exhibitor hall or online webinar. In the event of any such occurrence, Manager will not be liable to Exhibitor in any manner, and Manager shall not be obligated to provide Exhibitor with any refund for any such missed deadline or with any credit for any future Event and/or promotion.

1.4 Workshops. Manager may offer Exhibitor the opportunity to present at or otherwise participate in a workshop or workshops (or webinars) held at or in connection with an Event (each, a “Workshop” and collectively, “Workshops”). Manager does not guarantee the attendance at any Workshop or that any Workshop will be successful or beneficial to Exhibitor. Manager cannot guarantee that any Workshop being presented by you will be held at the scheduled time and/or location scheduled. And even if there are few or no attendees at your Workshop, Manager is not obligated to provide (and shall not provide) Exhibitor any refund.

1.5 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 or how it is used by such third party, and if Exhibitor wishes for any such third party to stop contacting Exhibitor then Exhibitor shall contact such third party directly in order to request that such PII be removed by such party from such party’s lists or from any other 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 from receiving automated text messages and calls by contacting us with such a request at clientservices@theshowproducers.com, or by writing us at our address provided in Section 23. Any opt out request must include Exhibitor’s telephone numbers and other means of contact. Exhibitor agrees and understands that purchase is not a condition of such consent.

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

2.1 Registration; Effectiveness. 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 electronically via the Electronic Sign Service. By signing the Exhibitor Contract (either in hard copy or by using the Electronic Sign Service) 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).

2.2  Authorization; 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 an Exhibitor Contract 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 our exhibitors at any time. To the extent that you register for multiple Events, you agree to adhere to any such new policies (including without limitation any changes to any of the Exhibitor Contract including without limitation 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 any Exhibitor Contract executed by you, 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 the Exhibitor Contract,  and/or (b) additional charges incurred by being an exhibitor or sponsor or otherwise due to selections made by Exhibitor from time to time in any portion of the Exhibitor Agreements (collectively, the “Exhibitor Fees”). The Exhibitor Fees will be due and payable to Manager on the terms set forth in the Exhibitor Contract.

3.2 Payment.  Exhibitor may pay any portion of the Exhibitor Fees by Visa, MasterCard, American Express or Discover credit cards or by PayPal, check, ACH or wire transfer. To the extent that Exhibitor provides credit card or other payment information to Manager, Exhibitor authorizes Manager to charge such credit card or other payment method to make all payments of the Exhibitor Fees as they become due according to the above parameters or otherwise as may be differently described in the Exhibitor Contract.

3.3 NO REFUNDS, CANCELLATIONS 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 THE EXHIBITOR FEES OR ANY CHARGEBACKS PERMITTED 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 (IN WHOLE OR IN PART), UNLESS (AND AS THE SOLE EXCEPTION TO SUCH A POLICY) MANAGER CANCELS SUCH EVENT IN ITS ENTIRETY. FOR THE SAKE OF CLARITY, THE ONLY INSTANCE BY WHICH EXHIBITOR SHALL BE ENTITLED TO RECEIVE A REFUND OF ANY EXHIBITOR FEES (OR ANY CHARGEBACK) IS IF MANAGER CANCELS AN EVENT TO WHICH SUCH EXHIBITOR FEES APPLY, AND EXHIBITOR ACKNOWLEDGES AND AGREES THAT NO CANCELLATION SHALL OCCUR (AND NO EXHIBITOR FEES SHALL BE REFUNDED) IF MANAGER AT ANY TIME (IN MANAGER’S SOLE DISCRETION) CHANGES THE DATE, TIME AND/OR LOCATION OF ANY EVENT, OR REPLACES A PHYSICAL EVENT WITH A VIRTUAL EVENT. IN THE EVENT THAT MANAGER INCURS EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) IN PURSUING THE RECOUPING OF ANY FUNDS RESULTING FROM ANY REQUESTED CHARGEBACK REQUESTED IN VIOLATION OF THIS SECTION 3.3, EXHIBITOR AGREES TO FULLY COMPENSATE MANAGER FOR ALL SUCH EXPENSES.

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 act or omission or threatened act 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 (and not due to any breach by Exhibitor), then (a) if such cancellation was due to a Force Majeure Event (as defined in Section 22 below), Manager shall enable Exhibitor to use the Exhibitor Fees already paid or due for such cancelled Event for any future Event or Events in the six (6) month period immediately after cessation of such Force Majeure Event, or (b) if such cancellation is not due to a Force Majeure Event or the breach of Exhibitor, 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 (a) any delays, damages, losses, increased costs, or other unfavorable conditions, or other direct or indirect damages arising in connection with or related to any delay or cancellation of an Event, and/or (b) Manager’s changing of the date, time and/or location of any Event, or the replacing of a Physical Event with a Virtual Event, at any time. Exhibitor waives all claims arising in connection to or related to any of the foregoing occurrences.

3.5  Taxes. Exhibitor shall be exclusively responsible for (a) 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 (b) paying all taxes, license fees and other charges that may become due to any governmental authority or other person in connection with or related to Exhibitor’s participation in each Event.

3.6 Reimbursement of Costs. Exhibitor shall pay for all fees, expenses and costs incurred by Manager, including without limitation for all legal and collection services (including all reasonable attorneys’ fees) incurred by Manager in the process of 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 owed (plus accrued interest), or (b) the maximum amount permitted by law.

4) ELIGIBILITY; LOCATION AND MAKE-UP OF EXHIBITOR SPACE; NON-TRANSFERRABILTY.  Notwithstanding anything to the contrary in this T&C or any of the other portions of the Exhibitor Agreements, Manager shall have the sole right to determine, in Manager’s sole discretion, the (a) eligibility of any Exhibitor, any representative of Exhibitor or other Event attendee to attend (or continue to attend) any Event, and (b) appropriateness of any exhibition or other material used by an Exhibitor at any 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 for the Exhibitor Space at any Event. Further, even once the Exhibitor Space has been allocated to Exhibitor by Manager, circumstances may arise 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 (even during an Event), in our sole discretion, without prior notice and accordingly that Manager may change the location of Exhibitor’s Exhibitor Space at any time (even during an Event) 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 provided to Exhibitor in the prior Exhibitor Space.

5) SPONSORS.   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 either a monetary payment and/or 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. If Exhibitor also becomes a Sponsor, the products, services and/or other items to be provided by Exhibitor to Manager and/or to attendees of an Event shall be described in either (a) the Exhibitor Contract, or (b) some other signed writing exchanged between Exhibitor and Manager regarding the terms of the sponsorship. The Exhibitor Contract shall describe the nature of each such sponsorship and the respective obligations of each of Exhibitor and Manager in connection therewith.

6) REPRESENTATIONS & WARRANTIES.  Exhibitor represents and warrants that (a) all information provided to Manager (whether as part of the Exhibitor Contract 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, and (c) Exhibitor shall ensure that Exhibitor’s representatives shall fully comply with the provisions of this T&C and otherwise any other part of the Exhibitor Agreements as if each such representative was Exhibitor, and 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/or to accurately report data and to pay royalty fees in connection with any such works.

8) EXHIBITOR CONDUCT; NON-SOLICITATION OF PERSONNEL; NON-DISPARAGEMENT.  

8.1  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 any damage caused to any portion of a Venue, or to other exhibitors, attendees, or to Manager or any of Manager’s representatives).

8.2  Non-Solicitation.  Exhibitor agrees, during the time in which you are an exhibitor (including without limitation a sponsor) and for a period of two (2) years thereafter, not to, 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.

8.3  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 Manager’s members, managers, directors, offices, employees, contractors, agents, representatives, assigns, and successors as well as each Venue manager/operator/owner (collectively, the “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.

9) 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, must be delivered in writing to Manager no less than forty-five (45) days prior to such Event.

10) THIRD PARTIES. Exhibitor acknowledges and agrees that Exhibitor’s participation, correspondence or business dealings with any third party in connection with or related to any Event or Events, or otherwise (regarding payment and delivery of specific goods and services or otherwise), and any other terms, conditions, covenants, representations or warranties associated with such dealings, are solely between Exhibitor and such third party or parties. The foregoing shall include, but not be limited to, any purchase by Exhibitor or other use of by Exhibitor of any electrical drops, internet drops, WiFi, labor, material handling, shipping services, and the like. Exhibitor agrees that none of the Manager Parties shall be responsible or liable for any loss, damage or liability of any kind incurred as a result of such dealings.  Neither Manager nor any of the other Manager Parties shall be responsible or in any other way liable for any products, services and/or any other items provided by Exhibitor (a) to Event registrants, (b) to Manager for distribution to Event registrants or otherwise for use by Event registrants, or (c) 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, Exhibitor shall hold harmless, defend and indemnify each of the Manager Parties (pursuant to Section 15 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.

11) PLATFORM; CONTENT; YOUR CONTENT.   

11.1  The Platform; Content.  The platform through which the Virtual Venue is provided to Exhibitor (the “Platform”) is operated by a third party service subscribed to by Manager (the “Platform Owner”). 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.

11.2  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, (d) none of Your Content will 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, (e) 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, (f) Your Content may be subject to size and usage limitations, and you are responsible for adhering to any such limitations, (g) all of Your Content shall comply with the provisions of this Section 11, and (h) your use of the Platform including without limitation Your Content is subject to any additional terms or other provisions posted by the Platform Owner.

11.3  Quality and Review of Your Content.  We do not and shall not have any obligation to review, monitor, check or investigate any of 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 T&C, Manager (a) has the absolute right (but not the obligation) to (i) pre-screen, monitor, review, flag, filter and remove any and all of Your Content in Manager’s sole discretion, and (ii) alter, edit, refuse to post or remove any of Your Content, in whole or in part,  and (b) has the right to disclose Your Content and the circumstances surrounding its transmission to any third party for our own internal business purposes, 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, in each case as determined by Manager in our sole discretion. 

11.4  Usage Restrictions.  From Manager’s perspective, 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, or otherwise 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 this T&C or any other portion of the Exhibitor Agreements (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.

11.5  Reporting Violations.  You shall immediately notify us in writing of any of Your Content or of any other Content that you view through the Platform which you deem to be offensive, inappropriate or otherwise a violation of this T&C or any terms posted by the Platform Owner.

11.6  Supplemental Terms.  You shall adhere to any and all additional terms related to the Platform which are posted by the Platform Owner.

12)  INTELLECTUAL PROPERTY.

12.1  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 at any Event or otherwise through 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 each Event (including without limitation all Content appearing in connection with such an Event other than Your Content) is owned by Manager, and that you have no rights in and to any Event or the Platform other than for Your Content as expressly set forth in this 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 be permitted to print copies of certain materials appearing on the Platform (subject to any limitations posted by us and/or the Platform Owner, which you are obligated to review and adhere to) 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 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 and to such Content whatsoever are granted to you other than those expressly granted herein or by the owner of such Content.

12.2 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, at an Event and elsewhere, and (b) otherwise to generate revenue or for other benefit.  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, all of Your Content.  For clarity and without limiting any of 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.

12.3  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.

13)  LINKS; THIRD PARTY WEBSITES. We or the Platform Owner 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 any such websites, we are not responsible or liable, directly or indirectly, for (a) the availability or unavailability 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, or any other terms, conditions, representations or warranties associated with such dealings, all of 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 or related to your interaction with any such third party or any other third party with whom you form a connection 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 each such website, and your use of all such websites is subject to such policies and procedures and not to the provisions of this T&C.

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

14.1 RELEASE. EXHIBITOR HEREBY EXPRESSLY RELEASES MANAGER AND EACH OF THE OTHER MANAGER PARTIES FROM ANY AND ALL DAMAGES, CLAIMS, COSTS AND OTHER LIABILITIES ARISING OUT OF OR OTHERWISE RELATED TO EACH EVENT OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY MANAGER, INCLUDING WITHOUT LIMITATION (A) ANY DAMAGE TO THE EXHIBITOR SPACE AND/OR OTHER PART OF A VENUE OR THE LOSS IN THE EXHIBITOR SPACE (OR ANY VENUE ALTOGETHER) INCLUDING WITHOUT LIMITATION A LOSS 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 OUT OF OR RELATED TO THE NEGLIGENCE OR MISCONDUCT OF ANY OF THE MANAGER PARTIES.

14.2 DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS T&C OR OTHERWISE ANY OTHER PORTION 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 PARTICIPATION IN ANY EVENT OR OTHERWISE EXHIBITOR’S INTERACTION WITH ANY OF THE MANAGER PARTIES OR ANY OTHER PERSON AT ANY EVENT, OR OTHERWISE MANAGER’S PROVISION OF ANY PRODUCT OR SERVICE TO EXHIBITOR, (C) EACH OF THE MANAGER PARTIES SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT ANY EVENT, PRODUCT OR SERVICE WILL MEET ANY OF EXHIBITOR’S NEEDS OR REQUIREMENTS, OR THAT EXHIBITOR’S PARTICIPATION IN ANY EVENT (OR USE OF ANY PRODUCT OR SERVICE) 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 OR THE USE OF ANY PRODUCT OR SERVICE PROVIDED BY MANAGER, 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 EQUIPMENT, BELONGINGS OR OTHER PROPERTY (OR ANY EQUIPMENT, BELONGINGS OR OTHER PROPERTY OF ANY OF EXHIBITOR’S REPRESENTATIVES OR EXHIBITOR’S GUESTS), AND (F) OTHER THAN FOR ANY EXPRESS WARRANTIES MADE IN THIS T&C BY MANAGER, NONE OF THE MANAGER PARTIES MAKES ANY WARRANTY REGARDING OR RELATING TO ANY EVENT, PRODUCT, SERVICE 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, PRODUCT OR SERVICE.  FOR THE SAKE OF CLARITY, MANAGER SHALL BE OBLIGATED ONLY TO UNDERTAKE SUCH ACTIONS WHICH ARE EXPRESSLY SET FORTH IN THE EXHIBITOR CONTRACT AND WHICH ARE NOT FRUSTRATED BY A BREACH BY EXHIBITOR (OR ANY OF ITS REPRESENTATIVES) OR ANY UNANTICIPATED OCCURRENCES. 

14.3 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS T&C OR ANY OTHER PART OF THE EXHIBITOR AGREEMENTS, IN NO EVENT SHALL MANAGER OR ANY OF THE OTHER MANAGER PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES ARISING OUT OF, IN CONNECTION WITH OR OTHERWISE RELATED TO ANY SUCH PARTY’S INVOLVEMENT IN AN EVENT OR EVENTS, REGARDING ANY PRODUCT OR SERVICE, OR OTHERWISE ANY SUCH PARTY’S INVOLVEMENT WITH EXHIBITOR OR ANY OF THE OTHER MANAGER PARTIES, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, BUSINESS OR GOODWILL AND THE LIKE (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 MANAGER AND THE OTHER MANAGER PARTIES COLLECTIVELY, AND EXHIBITOR’S EXCLUSIVE REMEDY FOR ANY DAMAGES RELATED TO ANY EVENT, PRODUCT, SERVICE AND/OR ANY OTHER INTERACTION WITH MANAGER OR ANY OF THE OTHER 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, PRODUCT OR SERVICE IN CONNECTION WITH WHICH THE CLAIM FOR SUCH LIABILITY IS BASED (AND NEVER TO EXCEED ONLY THOSE EXHIBITOR FEES WHICH ARE APPLICABLE TO THE MOST RECENT EVENT, PRODUCT OR SERVICE ATTENDED OR PURCHASED BY EXHIBITOR, EVEN IF SUCH CLAIM INVOLVES MULTIPLE EVENTS, PRODUCTS OR SERVICES, OR IF NO EVENT HAS YET BEEN ATTENDED BY EXHIBITOR 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 ANY OTHER PART OF THE EXHIBITOR AGREEMENTS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 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, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 14 MAY NOT APPLY TO EXHIBITOR.

15) INDEMNIFICATION.  Notwithstanding anything to the contrary in this T&C, Exhibitor shall indemnify, defend and hold harmless Manager each of the other Manager Parties 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 by Exhibitor in this T&C or otherwise any other portion 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 portion of the Exhibitor Agreements, (c) any use of the Materials by Manager for the purposes described in this T&C or otherwise under any other portion 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 Manager in fulfilling Exhibitor’s indemnification obligations hereunder. Any Manager Party covered by the provisions of this Section 15 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.

16) TRADEMARKS AND BRANDING. 

16.1  Manager’s Trademarks.  “Small Business Expo,” “Small Business University,” “Small Business University Online” and “The Show Producers” are Trademarks of Manager. All other Trademarks referenced on the Platform or otherwise in connection with 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 Platform or otherwise in connection with 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 Platform or otherwise in connection with any Event 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 any Trademarks in any manner without our prior written consent or the prior written consent of such third party Trademark holder, as applicable.

16.2  Exhibitor’s Trademarks.  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 an exhibitor and/or a sponsor at an Event, further to the Exhibitor Contract. 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.   

17) 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, and otherwise pertaining to any Event.

18) NOTICES.  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: clientservices@theshowproducers.com, and to Exhibitor using the contact information provided in the Exhibitor Contract; 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.

19) GOVERNING LAW; JURISDICTION.  This T&C and the other portions 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 related to this T&C and otherwise any other portion 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 Platform, your attendance at any Event, this T&C or any other portion of the Exhibitor Agreements, and/or any other understanding or arrangement between you and Manager or any of the other Manager Parties, including without limitation regarding any breach of this T&C or any other portion of the Exhibitor Agreements, any contacts between you and Manager (including, but not limited to, email, telephone calls, and text messages), or any other such other understanding or arrangement (collectively, “Potential Claims”) shall be finally resolved by binding arbitration administered by a single arbitrator of the American Arbitration Association (“AAA”) under its Commercial Rules (the “Commercial Rules”), and judgment upon the award rendered by means of such arbitration may be entered in any court having jurisdiction. You and Manager are expressly waiving any rights to a jury trial pertaining to any of 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 possible).  However, if the AAA refuses to hear the arbitration under the Commercial Rules, then Exhibitor and Manger agree to have the arbitration conducted by a private professional arbitrator reasonably agreed upon by the parties according to rules and procedures which closely resemble the Commercial Rules (as determined by such arbitrator).  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 THIS T&C OR ANY OTHER PORTION OF 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 MANAGER OR  ANY OF THE OTHER 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 other portion of the 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 other portion of the 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 (including without limitation circumstances arising from the Covid-19 pandemic that make such Manager’s performance under this T&C or any other portion of the Exhibitor Agreements commercially impracticable, even if such circumstances might be deemed to be foreseeable), (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 portions 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 other portion of the Exhibitor Agreements). The section headings included in this T&C are for convenience only and shall have no substantive effect. Facsimile versions (including without limitation copies generated by the Electronic Sign Service) of all signatures to the Exhibitor Contract (including this T&C) shall be acceptable as originals. The failure of Manager to enforce any provision of this T&C or otherwise any other portion 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 portion 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 portion 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 portion of the Exhibitor Agreements (if applicable) will survive termination or expiration of this T&C or any such other portion 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 us at clientservices@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.  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 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, internet drops, labor, material handling, shipping services, and 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 any Physical Venue which solely relies on Internet drops, WiFi 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 portion 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 to fulfill any other obligation to any third party.

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).  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 6 of this Physical Venue Supplemental T&C, and (b) expressly releases Manager and each of the other 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 portion 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) SAMPLES; SOUVENIRS; SALES.  If Exhibitor wishes to distribute food and/or beverage samples for 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 for an Event at a Physical Venue, then in addition to Manager’s other recourse under the Master T&C and/or this Physical Venue Supplemental T&C, Exhibitor shall be exclusively liable for all claims arising out of or related to such distribution and 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 Manager and each of the other Manager Parties (per the Master T&C) and reimburse Manager for all such fines levied on Manager and any of the other Manager Parties as well as any other expenses incurred by any of them relating to such distribution, and Exhibitor expressly authorizes Manager to charge Exhibitor’s credit card or other payment method on file with Manager to secure all such a reimbursements.

5) YOUR USE OF PERSONAL INFORMATION.  Exhibitor’s use of 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 and otherwise handling 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, and Exhibitor shall, for the sake of clarity, promptly indemnify Manager and each of the other Manager Parties (per the Master T&C) for any breach of the foregoing.

6)  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 including without limitation and for clarity only all 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 Manager with an original, signed insurance certificate naming Manager (to appear as “Film, Stage & ShowBiz Expo LLC dba The Show Producers dba Small Business Expo“) and all other of the Manager Parties, as well the applicable Physical Venue operator as additional insured under Exhibitor’s general liability insurance policy policies for the duration of Exhibitor’s participation in each such Event (including without limitation and for clarity only all 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 acknowledges that neither Manager nor any other 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 coverage for any losses of Exhibitor and/or any of Exhibitor’s representatives.

Small Business Expo™ Email Blast Services and Registration List License Terms & Conditions

These Email Blast Services and Registration List License Terms & Conditions (this “Services and List T&C”) and the executed 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 Services and List T&C is part of and incorporated into the Small Business Expo Exhibitor Master Terms & Conditions (“Master T&C”) to which this Services and List T&C is attached.  All capitalized terms and other references not defined in this Services and List T&C shall have the meanings ascribed to them in the Master T&C, and all provisions appearing in this Services and List T&C shall be interpreted in light of and in connection with the Master T&C. 

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 Services and List T&C and that Customer agrees to all of their provisions, including without limitation the following terms and conditions (some of which are being provided for the sale of clarity only and without limiting any of the provisions of the Master T&C):

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 Exhibitor Fee (as defined in the Exhibitor Contract) and Customer’s ongoing adherence to the provisions of this Services and List T&C and the Master T&C, 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 (as hereinafter defined) 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”) and the CAN-SPAM Act.  NEITHER SBE NOR ANY OF SBE’S MEMBERS, MANAGERS, DIRECTORS, OFFICES, EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS (COLLECTIVELY, THE “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 in the Exhibitor Contract that the Email Blast Services is being purchased, then as of the effective date of the Exhibitor Contract (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 this Services and List T&C and the Master T&C , SBE shall provide Customer with email blast services on behalf of Customer for Customer’s advertising campaigns sent to SBE’s show email database for the 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.      No Guaranty.  Without limiting any provision of the Master T&C or any other portion of the Exhibitor Agreements, Manager does not guarantee any results from Customer’s use of the List and/or the Services, or that any such use will be successful or beneficial to Customer (including without limitation any number or types of responses, click throughs, open rate, and the like regarding eblasts or other communications sent by Customer).  Further, Manager shall not be obligated to provide (and shall not provide) Exhibitor with any refund for any of the Exhibitor Fees paid in connection with the products and/or services provided to Customer under this Services and List T&C.

4.       Fees, No Refunds, No Chargebacks. The Exhibitor Fees are due upon execution of the Exhibitor Contract  by Customer.  Customer shall pay SBE either or both of the Exhibitor Fee and the Services Fee (as applicable) as indicated in the Exhibitor Contract  and according to the method and timetable 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 Exhibitor 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 Exhibitor Fees indicated in the Exhibitor Contract have 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 Exhibitor Fees 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), and no refunds will be provided by SBE to Customer. Customer also agrees that Customer will not file any chargebacks with credit card company.

5.      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.

6.      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.

7.     Miscellaneous. This Services and List T&C, the Exhibitor Contract and the Master T&C set 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 this Services and List T&C, nor any waiver of any rights under this Services and List T&C, shall be effective unless in writing signed by the you and us. In case any one or more of the provisions contained in the this Services and List T&C shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Services and List T&C, and the this Services and List T&C 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 this Services and List T&C 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 this Services and List T&C shall survive termination or expiration to the extent necessary to carry out the intentions of the parties.

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