EXHIBITOR
TERMS & CONDITIONS

These terms and conditions, together with the order form (collectively, the “Agreement”), sets forth the provisions pursuant to which you agree to register with ZJ Events, LLC (the “Manager”, “us”, “we”, or “our”) to be an exhibitor (“Exhibitor”, “you” or “your”) at one of our USA CBD Expo conference events held virtually online or at a physical venue (each, and “Event” and collectively, the “Events”) Exhibitor agrees to adhere to all the provisions set forth in (i) this Terms and Conditions and (ii) any supplemental terms or agreements applying to any Event.

1. EXHIBITOR REGISTRATION; MODIFICATION

By registering with us as an Exhibitor, 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 this Agreement 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 upon notice to you. To the extent that you register for multiple Events, you agree to adhere to any such new policies once we have made you aware of all such modifications. If you do not agree to abide by the provisions of this Agreement, you are not authorized to attend any Event as an exhibitor.

2. EVENTS AND 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 below and will be conducted either as a virtual Event (each, a “Virtual Event”) located at a virtual venue or venues accessible online (each, a “Virtual Venue”) or conducted as a physical Event (each, a “Physical Event”) located at a physical venue or venues provided below (each, a “Physical Venue”), unless rescheduled by us due to matters beyond our control (as further explained in Section 10(b)). For clarity, each “Event” as defined in this Agreement refers collectively to, and includes, all activities being promoted by Manager in connection with any of our USA CBD 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 in connection with such Event. For clarity, the Virtual Events and Physical Events may be referred to collectively in this Agreement as “Events”, and the Virtual Venues and the Physical Venues may be referred to collectively in this Agreement as the “Venues”.

Physical Events:

  • October 28th-30th, 2021 at McCormick Place in Chicago Illinois;
  • March 11th-13th, 2022 at Greater Ft. Lauderdale / Broward County Convention Venue in Fort Lauderdale Florida;
  • May 21th-22th, 2022 at Plaza Mayor in Medellin, Colombia, South America; and
  • November 3rd-5th, 2022 at McCormick Place in Chicago Illinois

3. SMS TEXT MESSAGES; ROBOCALLS; EMAIL BLASTS; OTHER CONTACTS

Exhibitor agrees that by submitting any personally identifiable information (“PII”) to Manager and/or using any of our products and/or services, 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 agrees that (a) Manager may sell or otherwise transfer 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 via phone or email as provided in Section 35 below. 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.

4. CONDITIONS OF PARTICIPATION

Exhibitor acknowledges and agrees that the Manager has the sole authority to determine the characteristics of the Event, including, but not limited to, date, time, type of products and services to be exhibited, fees, and deadlines. Any deviation by Exhibitor from the foregoing requirements (or any other material provisions of this Agreement) shall be strictly prohibited. Further, the Exhibitor shall truthfully inform Event attendees about the qualities, prices, sales conditions and guarantees of its products or services in a complete, objective manner, and there shall be no advertising or action taken by Exhibitor likely to be misleading or that may constitute unfair competition. The exhibitor may be required by the Manager to provide a full description of the nature of its business and the items it intends to exhibit.

5. NOT A LEASE

Manager and Exhibitor acknowledge and agree that it is the express intention of the parties hereto that this Agreement shall not constitute a lease and that this Agreement shall not conveyor vest a leasehold or possessory interest in Exhibitor as to the Venue, and Exhibitor’s right to occupy and use the Venue may be terminated by Manager in accordance with this Agreement.

6. EXHIBIT ROOM AND BOOTH PLACEMENT

Notwithstanding anything to the contrary in this Agreement, Manager shall have the sole right to determine, in Manager’s sole discretion, the (i) eligibility of any exhibitor or any other Event attendee to attend (or continue to attend) any Event, and (ii) appropriateness of any exhibition or other material used by an exhibitor at any Event. Exhibitor understands that Manager cannot accommodate all requests for a particular location for Exhibitor’s exhibition space (the “Exhibitor Space”), and that Manager does not guarantee Exhibitor any particular location for the Exhibitor Space at any Event. Manager has the right to arrange and even change a Venue floor plan as Manager determines at any time (even during an Event), in our sole discretion, without prior notice. Thus, Manager may change the location of your Exhibitor Space at any time (even during an Event) without prior notice (and without you being eligible for any refund of the Exhibitor Fees or other compensation due to any such arrangement or adjustment by Manager); provided, that Manager endeavors to provide a space of similar size and with any “add-ons” which had been provided to Exhibitor in the prior Exhibitor Space. Exhibitor hereby acknowledges that his or her Exhibitor Space must be open for business at all times during the term of the Event, and if Exhibitor fails to establish its display in its appointed space by 11:00 a.m. on the start date of the Event and/or leaves its space without supervision at any time during the Event, the Manager shall have the right, but not the obligation, to seize the space, terminate this Agreement and retain the Exhibit Fee with no refund to Exhibitor. Exhibitor further acknowledges that Manager will not be liable for any of Exhibitor’s materials left in the Exhibitor Space before, during or after any Event and/or which are stored/shipped with Manager, and all such materials are used by Exhibitor at Exhibitor’s own risk.

7. SUBLETTING PROHIBITED

Subletting, sub-licensing or sharing any portion of Exhibitor’s designated portion of the Venue by Exhibitor with anyone other than Exhibitor is expressly prohibited unless consented to in writing by Manager in its sole discretion.

8. USE; OPERATIONS AND MANAGEMENT OF VENUE.

Subletting, sub-licensing or sharing any portion of Exhibitor’s designated portion of the Venue by Exhibitor with anyone other than Exhibitor is expressly prohibited unless consented to in writing by Manager in its sole discretion.

  • Use of Venue:
    Exhibitor shall use the Venue in compliance with all policies, rules, and regulations established by the Manager and/or the Venue for the purposes set forth in the Agreement. No portion of the sidewalks, ramps, entries, doors, corridors, vestibules, hallways, lobbies, stairways, aisles or driveways of the Venue shall be impeded by Exhibitor, its agents, representatives, employees, guests or invitees, or used for any purpose other than ingress or egress from the Venue. Access to public utilities, fire suppression equipment, heating, and air conditioning vents shall not be covered or obstructed at any time.
  • Management and Operations of Venue.
    In permitting the use of the Venue, Manager does not relinquish and does hereby retain as between Manager and Exhibitor the right to enforce all necessary and proper rules for the management and operation of the Venue. Exhibitors must take all necessary fire safety precautions and all booths and materials are subject to fire safety inspection by appropriate officials during the Event.

9. EXHIBIT FEES.

Payment in full of the fees set forth in the order form (the “Exhibit Fee”) must be received by wire transfer (in accordance with the wire transfer instructions set forth in the order form) or credit card (credit card authorization form provided by the Manager) within seven (7) days after the invoice date in U.S. currency. No cash shall be accepted. Failure to make full payment of the Exhibit Fee by the Payment Deadline shall result in the loss of the Exhibitor ’s rights to participate in the Event.

10. REFUNDS, CANCELLATIONS OR CHARGEBACKS.

Payment in full of the fees set forth in the order form (the “Exhibit Fee”) must be received by wire transfer (in accordance with the wire transfer instructions set forth in the order form) or credit card (credit card authorization form provided by the Manager) within seven (7) days after the invoice date in U.S. currency. No cash shall be accepted. Failure to make full payment of the Exhibit Fee by the Payment Deadline shall result in the loss of the Exhibitor ’s rights to participate in the Event.

  • ALL DEPOSITS APPLIED TO OBTAIN MULTI-SHOW COMMITMENTS, DEPOSITS, AND FEES ARE NON-REFUNDABLE. NOTWITHSTANDING THE FORGOING, FIFTY PERCENT (50%) OF EXHIBITOR FEES, IN THE EVENT OF A SINGLE SHOW COMMITMENT, ARE ELIGIBLE FOR A REFUND, PROVIDED, THAT, A CANCELLATION NOTICE IS RECEIVED THIRTY (30) TO SIXTY (60) DAYS BEFORE THE EVENT.
  • 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 AND ANOTHER EVENT (WHETHER AT A PHYSICAL VENUE OR A VIRTUAL VENEU) IS NOT RESCHEDULED WITHIN (EIGHTEEN (18) MONTHS FROM THE ORIGINAL DATE OF SUCH EVENT. Manager has the right to cancel Exhibitor’s registration to any Event. If during an Event, Manager has the right to have Exhibitor and/or Exhibitor’s representatives (“Representatives”) removed from such Event) at any time due to the breach by Exhibitor (including any Representatives) of any of Exhibitor’s obligations under this Agreement. In any such a case, Exhibitor shall not receive any refund of the Exhibitor Fees. However, if Exhibitor’s registration is cancelled by Manager for an Event because Manager has cancelled such Event, and Manager has not rescheduled another Event (whether at a Physical Venue or at a Virtual Venue) within eighteen (18) months from the date of the originally scheduled 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 29 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 twelve (12) month period immediately after the end 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 the Event cancelled (and without rescheduling another Event) by Exhibitor.

11. COMPLIANCE WITH LAWS.

Exhibitor shall, and shall cause any person acting for and on its behalf, and its guests and invitees, to comply with all laws, rules, ordinances, statutes or regulations of all federal, state, county, municipal and local governmental bodies, including, but not limited to, Hemp/CBD, smoking and noise ordinance(s), fire safety laws and ordinances, statutes or regulations with respect to the promotion, exhibition and display of Hemp/CBD in all its forms, electronic devices that deliver vapor for inhalation (including any refill, cartridge or any other component thereof ), electronic cigarettes, vaporizers, vapor products, e-liquids and their byproducts (collectively, “Applicable Regulations”). Exhibitor hereby represents and warrants that it has performed its own due diligence with respect to such Applicable Regulations and acknowledges and agrees that Manager shall assume no liability for Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns or invitees’ compliance with such Applicable Regulations. Exhibitor also acknowledges and agrees that nothing contained herein constitutes legal advice as to current or future Applicable Regulations and that the Manager shall not and does not have any responsibility to inform or otherwise communicate to Exhibitor any change, amendment or revision to such Applicable Regulations. For the avoidance of doubt, Exhibitor acknowledges and agrees that the Applicable Regulations with respect to the promotion, exhibition, use, and display of Hemp/CBD in all its forms, electronic devices that deliver vapor for inhalation (including any refill, cartridge or any other component thereof ), electronic cigarettes, vaporizers, vapor products, e-liquids, and their byproducts are subject to change and Exhibitor makes no representation or warranty and expressly disclaims that the Applicable Regulations in force as of the date of execution of the Agreement will be the same as of the dates of the Event.

12. PROHIBITED ACTIONS.

Exhibitor represents, warrants and covenants that it shall not offer for sale any of Exhibitor’s products at the Event that violate any local, state or federal law. Exhibitor further represents, warrants and covenants that it shall not give away or otherwise distribute any prohibited products for use by any persons outside the confines of the Venue and that any use of any products within the confines of the Venue during the Event shall comply with any and all Applicable Regulations in force and effect during the Event.

13. EJECTION OF DISORDERLY PERSONS.

The Manager reserves the right to refuse entrance to, or remove and eject from the Venue, any person whose conduct is objectionable, disorderly or disruptive to Manager ’s employees and representatives and/ or to the Event’s guests and invitees, and/or is in violation of the law, including Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns, guests or invitees. Exhibitor assumes full responsibility for the acts and conduct of itself, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns.

14. PARKING.

All vehicles shall be driven and parked in designated areas unless directed by the Manager’s authorized representatives.

15. ALTERATIONS & IMPROVEMENTS.

Without Manager’s prior written consent, the Exhibitor shall make no permanent alterations or improvements to the Venue or make any installations that will be attached to the surfaces of the Venue or in any manner alter the existing surfaces of the Venue. Any alterations or improvements of whatever nature made or placed by Exhibitor to or on the Venue and not removed at the conclusion of the Event shall, at Manager ’s sole discretion, be removed by the Manager at Exhibitor ’s expense, and/or become Manager ’s property. Exhibitor shall not post nor permit any sign to be affixed to the Venue or anything else that could reasonably be likely to injure mar or in any manner deface the Venue. The Exhibitor shall not permit nails, hooks, adhesive fasteners, tacks, screws or any other such device to be installed on any part of the Venue.

16. MATERIALS.

Signs may only be posted in approved areas. All signs and posters must relate to the Event. The use and/or application of tire black or any similar silicone-based product is strictly prohibited. Large items displayed, housed or presented on any floor must be placed on a tarp or a similar covering so as not to stain or damage the flooring. Heavy materials must not be dragged, skidded or rolled over floors. All heavy materials or equipment must have matting placed underneath to protect all floor surfaces. Loading and unloading must be done in designated loading zone areas only. Items may not be placed on heating/air conditioning units. No pop-up tents or canopies are permitted inside the Venue. No candles, glitter or confetti shall be used for decoration. The Exhibitor shall not operate any equipment or materials without the Manager’s prior written approval, which approval shall be at the Manager ’s sole discretion.

17. LOST/STOLEN PROPERTY.

In no event shall Manager or its directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns be responsible for any lost, left, stolen or damaged items.

18. DAMAGES TO VENUE.

Exhibitor shall be responsible for any and all damages to the Venue caused by Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors and permitted assigns, guests and invitees occurring during the use of the Venue by Exhibitor, including in connection with the installation or removal of any alterations or improvements, whether permitted or not by the Manager.

19. TRASH REMOVAL.

At the conclusion of the Event, Exhibitor will remove all garbage/refuse/rubbish generated in connection with its use of the Venue and any other goods, wares, merchandise or property owned by Exhibitor or which Exhibitor has placed or permitted to be placed in the Venue. In the event Exhibitor fails, neglects or refuses to remove any of its property or the property of any of its officers, directors, members, partners, employees, agents, representatives, affiliates, successors and permitted assigns, guests and invitees from any portion of the Venue, upon the conclusion of the Event, said property shall be deemed abandoned and Manager shall, at its sole discretion, remove, place in storage, or otherwise dispose of any such property at Exhibitor ’s sole cost and expense.

20. INTELLECTUAL PROPERTY.

Exhibitor expressly represents and warrants that at no time shall any music, literary artistic work or other property protected by or subject to copyright, patent or other intellectual property rights of a third party be used in connection with or for the Event unless pursuant to a valid license agreement between Exhibitor and such third party, and such use by Exhibitor does not and will not infringe the copyright, patent or other intellectual property rights of any third party. Exhibitor hereby grants Manager a limited, non-exclusive license to use Exhibitor’s copyrights, trade names, trademarks, service marks and similar intellectual property and proprietary rights in connection with the Event. Manager hereby grants Exhibitor a limited, non-exclusive license to use the USA CBD Expo logo as it appears in the “USA CBD Expo Logo” document to be provided with the invoice for promotional purposes only in connection with the Event, which excludes the use of such logo on Exhibitor’s products or services; provided, that any use of such logo shall require the prior written consent and approval of the Manager, which consent or approval shall be at Manager’s sole discretion.

21. NOTICE OF FILMING AND PHOTOGRAPHY; RELEASE.

  • When you enter any USA CBD Expo Event, convention or seminar, you enter an area where photography, audio, and video recording may occur. By entering the event premises, you consent to interview(s), photography, audio recording, video recording and its/their release, publication, exhibition, or reproduction to be used for news, web casts, promotional purposes, telecasts, advertising, inclusion on websites, social media, or any other purpose by Manager and its affiliates and representatives. Images, photos and/or videos may be used to promote similar USA CBD Expo events in the future, highlight the Event and exhibit the capabilities of Manager. You hereby acknowledge that you have been fully informed of your consent, waiver of liability, and release before entering the event.
  • Without payment or other consideration to Exhibitor, Exhibitor irrevocably grants to Manager the right to use photographs of Exhibitor’s participation in the Event, including use of the Venue, and to copyright, use and publish the same in print and/or electronically, with or without Exhibitor’s name, for any lawful purpose. Exhibitor acknowledges, understands and agrees that these materials will become the Manager’s property and shall not be returned, and may be altered and edited by Manager without Exhibitor’s approval.
    • You release Manager, its officers and employees, and each and all persons involved from any liability connected with the taking, recording, digitizing, or publication and use of interviews, photographs, computer images, video and/or or sound recordings.
    • You waive all rights you may have to any claims for payment of royalties in connection with any use, exhibition, streaming, webcasting, televising, or other publication of these materials, regardless of the purpose or sponsoring of such use, exhibiting, broadcasting, webcasting, or other publication irrespective of whether a fee for admission or sponsorship is charged. You also waive any right to inspect or approve any photo, video, or audio recording taken by Manager or the person or entity designated to do so by Manager, its affiliates and representatives.

22. ADVERTISING.

Exhibitor shall not broadcast by television, radio or other medium, videotape, record or transcribe, any exhibitor activity scheduled to be presented or performed at the Event, or advertise, post, or exhibit, signs, advertisements, show bills, lithographs, posters, or cards of any description inside or outside or on any part of the Venue, in each case, without Manager’s prior written consent. Exhibitors may be required to pay additional fees and reimburse Manager for costs incurred, if any, for all broadcasting, telecasting, videotaping and transcription of the Event. Manager reserves all rights to all broadcasting, telecasting, videotaping and transcription of all performance functions, meetings, and activities of all users of the Venue, including Exhibitor.

23. NO SOLICITATIONS.

No collections or donations, whether for charity or otherwise, shall be made, attempted or announced during the Event in any portion of the Venue without Manager’s prior written approval.

24. EVENT START/END TIME.

Setup and teardown time is included in rental time. No materials relating to or for the Event may be stored by or for Exhibitor before or after twenty-four (24) hours of the Event. In the event that Exhibitor fails to provide the appropriate insurance as required under this Agreement or fails to produce proof of insurance satisfactory to Manager in its sole discretion, the Manager shall have the right, but not the obligation, to procure insurance for Exhibitor, at Exhibitor’s sole expense. Exhibitor represents, warrants and covenants that its insurance policy or policies shall cover and will continue to cover any risk inherent in the consumption and/or use of the Exhibitor’s products and services.

25. LATE CHARGES, PENALTIES, FEES, ETCc.

The Manager shall not be liable for the payment of taxes, late charges, or penalties of any nature relating to the Exhibitor any revenue received by or payments made to Exhibitor in connection therewith, except as otherwise provided by applicable law. Exhibitor shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates damages, license fees, municipal liens, levies, excises, or imposts, whether general or special, whether ordinary or extraordinary, of every name, nature, and kind whatsoever, including all government charges of whatsoever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge against this Agreement or any other property used in connection with the Event. Notwithstanding the foregoing, the Exhibitor acknowledges that Manager may collect sales or similar taxes on any or all of the Exhibit Fee if Manager determines, in its sole discretion, that any such taxes are owed with respect to any or all of the Exhibit Fee. Payment of any such taxes shall be made by the Exhibitor with the Exhibit Fee on the terms related to payment of the Exhibit Fee.

26. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY..

EXHIBITOR’S PARTICIPATION IN EACH EVENT AND USE OF ANY OF OUR PROUCTS/SERVICES IS “AS IS”, “AS AVAILABLE”, AND AT EXHIBITOR’S SOLE RISK. 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 USE OF ANY OF OUR PRODUCTS/SERVICES. 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), AND NONE OF THE MANAGER PARTIES MAKES ANY REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE, EXPRESS OR IMPLIED, 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 SAFETY OR SUCCESS OF ANY EVENT OR PRODUCT/SERVICE. 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 IN CONNECTION WITH OR OTHERWISE RELATED TO ANY SUCH PARTY’S INVOLVEMENT IN AN EVENT OR EVENTS OR OTHERWISE ANY SUCH PARTY’S INVOLVEMENT WITH EXHIBITOR OR ANY OF THE OTHER MANAGER PARTIES. THE ENTIRE LIABILITY OF MANAGER AND THE OTHER MANAGER PARTIES COLLECTIVELY, AND EXHIBITOR’S EXCLUSIVE REMEDY FOR ANY DAMAGES, 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, OR (B) ONE THOUSAND DOLLARS ($1,000). 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 26 MAY NOT APPLY TO EXHIBITOR.

27. ASSUMPTION OF RISKS.

Exhibitor completely assumes all risks associated with and/or resulting from, caused by, or arising from or in connection with Exhibitor’s participation or presence at the Event including, but not limited to, theft, loss, harm, damage or injury to or of any person (including death), property, business or profits of other exhibitors, invitees and attendees and notwithstanding whether caused by negligence, intentional act, accident, act of god or other reasons. Exhibitor assumes full and complete responsibility for theft, loss or damage to its property, whether the property was in or out the assigned storage area.

28. INDEMNIFICATION.

Notwithstanding anything to the contrary in this Agreement, Exhibitor shall indemnify, defend and hold harmless Manager, its partnered venues and their respective officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees (each, an “Indemnified Party”) from and against any and all claims, suits, liens, judgments, damages, losses, and expenses, (including attorneys’ fees and expenses) (collectively “Losses”) arising or resulting from, in whole or in part, and in any manner, (a) any breach by Exhibitor of its obligations hereunder, or (b) the use or occupancy by Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees of any portion of the Venue; except where such Losses are caused by or resulting from the gross negligence of an Indemnified Party.

29. FORCE MAJEURE.

Neither the Manager, its partnered venues nor their respective officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns shall be liable to Exhibitor for any losses, damages, and costs (including attorney’s fees and expenses) incurred by Exhibitor, in whole or in part, resulting from causes beyond Manager’s control, including but not limited to acts of God or any laws, rules or regulations of any governmental body that would make it impossible, commercially unreasonable or illegal for Manager to perform its obligations under this Agreement, including but not limited to changes in law with respect to Applicable Regulations (each, a “Force Majeure Event”). Exhibitor shall not make any claims against Manager, and Manager shall not be liable to Exhibitor, for any losses arising from the cancellation of any portion of the Event due to a Force Majeure Event.

30. GOVERNING LAW.

Exhibitor shall not broadcast by television, radio or other medium, videotape, record or transcribe, any exhibitor activity scheduled to be presented or performed at the Event, or advertise, post, or exhibit, signs, advertisements, show bills, lithographs, posters, or cards of any description inside or outside or on any part of the Venue, in each case, without Manager’s prior written consent. Exhibitors may be required to pay additional fees and reimburse Manager for costs incurred, if any, for all broadcasting, telecasting, videotaping and transcription of the Event. Manager reserves all rights to all broadcasting, telecasting, videotaping and transcription of all performance functions, meetings, and activities of all users of the Venue, including Exhibitor.

31. 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 attendance at any Event, this Agreement, and/or any other understanding or arrangement between you and Manager or any of the other Manager Parties, or any breach of any of the foregoing (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 State of [STATE], by an arbitrator with applicable industry expertise in the field of event management services, who shall be named in accordance with the Commercial Rules. The award of the arbitrator shall be final and binding on Exhibitor and Manager. 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 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 Manager 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 AGREEMENT 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. Manager may apply to any federal or state court sitting in the State of [STATE] for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision, and Exhibitor submits to the exclusive jurisdiction of such courts for such purposes, and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum.

32. 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 (INCLUDING ANY REPRESENTATIVES) IN ANY EVENT OR OTHERWISE RELATED TO EXHIBITOR’S (INCLUDING ANY REPRESENTATIVE’S) INTERACTION WITH MANAGER OR ANY OF THE OTHER MANAGER PARTIES MUST BE FILED BY EXHIBITOR PURSUANT TO SECTION 28 ABOVE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.

33. COVID-19 DISCLAIMER.

You acknowledge the contagious nature of the Coronavirus/COVID-19 including each of its now known and future strains (collectively, “COVID”) and that the CDC and other public health authorities still recommend practicing social distancing. You further acknowledge that Manager (a) has put in place certain preventative measures intended to reduce the spread of COVID and you agree to adhere to all such measures, but you realize that such measures are uncertain to be effective, and (b) cannot guarantee that you will not become exposed to and/or infected with COVID by attending an Event. You understand that the risk of becoming exposed to and/or infected with COVID may result from the actions, omissions, or negligence of yourself or others, including without limitation Manager’s personnel, other exhibitors or attendees. You voluntarily chose to attend each Event in which you participate, and acknowledge that in doing so you are increasing your risk to exposure to and/or infection with COVID. You affirm that you (i) are not now infected with COVID or are an active carrier of COVID, (ii) experiencing any symptoms of illness such as cough, shortness of breath, difficulty breathing, fever, chills, headache, sore throat, or loss of taste or smell, (iii) have not traveled internationally within the last fourteen (14) days, (iv) have not traveled to a highly impacted area within the United States in the last fourteen (14) days, (v) do not believe that you have been exposed to someone with a suspected and/or confirmed case of the COVID, (vi) have not been diagnosed with COVID, and (vii) are following all CDC recommended guidelines and are actively limiting your exposure to COVID. You hereby release and agree to hold Manager and each of the other Manager Parties harmless from any and all claims, causes of action, demands, damages, costs, expenses and compensation for damage or loss, or any other liability (collectively, “Claims”) that you, your heirs, or any of your personal representatives may have, and you hereby waive on behalf of yourself, your heirs, and any of your personal representatives, any and all Claims which may be caused or otherwise arise by any act or failure to act of Manager or any other of the Manager Parties, or which otherwise may related to any Event, including without limitation with respect to any bodily injury, illness, death, medical treatment, or property damage.

34. NON-DISPARAGEMENT.

You agree not to disparage, slander or otherwise act in a fashion designed to injure Manager or any of the other Manager Parties. However, this restriction shall not apply to truthful comments made in response to a lawful subpoena or court action.

34. MISCELLANEOUS.

This Agreement represents the exclusive binding agreement between Exhibitor and Manager, and shall replace all other prior written or oral agreements between Exhibitor and Manager (including without limitation via phone or email correspondence) with respect to the subject matter hereof, and may not be modified except in a writing signed by both Exhibitor and Manager. The section headings included in this Agreement are for convenience only and shall have no substantive effect. Facsimile and electronically signed versions of all signatures shall be acceptable as originals. The failure of Manager to enforce any provision of this Agreement 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. If any one or more provisions of this Agreement is or may be determined 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 Agreement (including without limitation Sections 3, 4, 6, 7, 8 , 9, 10, 12 17, 18, 19, 21, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34 and 35) will survive termination or expiration 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 (000) 000-0000 or email us at [E-Mail].