ShowBiz Expo Exhibitor Terms & Conditions

This Exhibitor Terms & Conditions (the "T&C") sets forth the terms and conditions pursuant to which you will register with us to be and participate as an exhibitor, advertiser and/or sponsor ("Exhibitor") at the ShowBiz Expo (the "Event"), organized and managed by Film, Stage & ShowBiz Expo LLC ("Manager"). Exhibitor agrees to exhibit its products and/or services at the Event in accordance with the rules set forth in the T&C, the Exhibitor prospectus to which the T&C are attached (the "Prospectus") whose provisions are hereby incorporated into the T&C by reference, and as otherwise as advised by Manager.

1. EVENT. The Event is an entertainment trade show which brings together performers, musicians, writers, directors, producers, production managers, designers, models, stage crew, publicists and other leading entertainment industry professionals. The scheduled date and time for the Event set forth in the Prospectus and will be at the venue set forth in the Prospectus (the "Venue"). Manager makes no representation or warranty, express or implied, regarding the number or type of persons who will attend the Event.

2. EXHIBITOR REGISTRATION. Each potential Exhibitor may obtain a Prospectus upon written request to Manager or by accessing the Prospectus online at www.showbizexpo.com. The Prospectus contains an exhibitor application (the "Application"), certain information about the Venue, dimensions of various types of exhibition spaces, a payment schedule and other information about being an Exhibitor at the Event. You may register for the Event by completing the Application in one of three ways: (i) by hard-copy writing, (ii) online, or (iii) by telephone. If you elect to register for the Event in writing, then by signing the Application, you acknowledge and agree to be bound by the terms and conditions set forth in the T&C and the Prospectus. If you elect to register for the Event online, then by registering with Manager as an Exhibitor online at www.theshowbizexpo.com, you acknowledge your acceptance of the T&C by means of a click-through consent that is part of such registration process. Finally, if you elect to register for the Event by telephone, by registering with Manger through Manager's telephone registration process and in providing its credit card for deposit charge, you acknowledge and agree to be bound by the terms and conditions set forth in the T&C. You acknowledge, by agreeing to the T&C, that you are at least eighteen (18) years of age and not a minor in your state of residence, and that, if you are executing the Application on behalf of an entity, you have been duly authorized to do so by such entity.

3. PAYMENTS AND CANCELLATIONS.

3.1 Payments. Exhibitor's registration for the Event is contingent upon Exhibitor's paying in full the applicable fees set forth in the payment schedule included in the Prospectus (the "Exhibitor Fee"). A payment of at least Twenth Five Percent (%) of the Exhibitor Fee must be paid upon Exhibitor's execution of the T&C in order for Manager to reserve for Exhibitor the type of exhibition space (as outlined in the Prospectus) that is requested by Exhibitor (the "Exhibitor Space"). The remaining balance of the Exhibitor Fee must be paid by Exhibitor no later than sixty (60) days prior to the Event. Exhibitor may pay any portion of the Exhibitor Fee by Visa, MasterCard or American Express credit cards, or by check (payable to "FILM, STAgE & SHOWBIZ ExPO LLC"). Regardless of payment method (i.e., whether by Credit Card or by Check), Exhibitor shall be charged an additional Three Percent (%) of the total amount to be billed as an administrative fee. While Exhibitor may elect not to pay the Exhibitor Fee by credit card, Exhibitor acknowledges and agrees that Manager shall execute a credit card (Visa, MasterCard or American Express) authorization (in the amount of the Exhibitor Fee) at the time of registration in order to reserve Exhibitor's Exhibitor Space. However, subsequent to such authorization, any portion of the Exhibitor Fee paid by check shall not be charged to Exhibitor's credit card. Notwithstanding anything to the contrary herein, if the balance of the Exhibitor Fee has not been paid by Exhibitor within sixty (60) days prior to the Event, Manager shall automatically charge such remaining balance to Exhibitor's credit card on file.

3.2 Refunds. Manager will refund the Exhibitor Fee, less a Three Hundred Dollar ($00) Application processing fee, upon written notice of Exhibitor's request for cancellation; provided, however, that (i) such cancellation request is received ninety (0) days prior to the Event (the "Cancellation Deadline"), (ii) Manager has not already cancelled Exhibitor's registration to the Event (as further described in the T&C), and (iii) Exhibitor is not otherwise in breach of any of the terms of the T&C. Except for as expressly set forth above, in no event will any additional portion of the Exhibitor Fee be returned to Exhibitor. Please keep in mind that no refund at all will be provided to Exhibitor for any cancellation request received by Manager after the Cancellation Deadline or if any other condition set forth in the T&C which enable Exhibitor to withhold such a refund has been met. Manager has the right to cancel Exhibitor's registration to the Event (and, if during the Event, Manager has the right to have Exhibitor and Exhibitor's representatives removed from the Event) at any time due to the breach by Exhibitor (or any of Exhibitor's representatives) of the terms of the T&C, as determined by Manager in Manager's sole discretion. If Exhibitor's registration to the Event is so cancelled by Manager or if Exhibitor or any of Exhibitor's representatives are so removed from the Event, Exhibitor shall not receive any refund of the Exhibitor Fee. Notwithstanding the foregoing, if, however, Exhibitor's registration is cancelled by Manager because Manager has cancelled the Event, Manager shall provide Exhibitor with a full refund of the Exhibitor Fee. Manager shall not be responsible for any delays, damages, losses, increased costs, or other unfavorable conditions arising in connection with any delay or cancellation of the Event, and Exhibitor waives all such claims arising therefrom.

3.3. Taxes. Exhibitor shall be responsible for obtaining all licenses, permits and approvals under local, state or federal law applicable to its activity at the Event, and obtaining all tax identification numbers and paying all taxes, license fees and other charges that become due to any governmental authority or other person in connection with the Event.

4. ELIGIBILITY: OCCUPANCY OF EXHIBITOR SPACE. Notwithstanding anything to the contrary in the T&C, Manager shall have the sole right to determine, in Manager's sole discretion, the (i) eligibility of any Exhibitor, representative of Exhibitor or other Event attendee, and (ii) appropriateness of any exhibition or material for inclusion by Exhibitor at the Event. The location of the Exhibitor Space shall be determined by Manager in its sole discretion (taking into account Exhibitor's request for such space in the Application), and such space shall be assigned by Manager on an "as available" basis.

5.DELIVERY/SET-UP/EXHIBITION/TEAR-DOWN. Dates and hours for access by Exhibitor to the Venue for delivery, set-up, exhibition and teardown of the Exhibitor Space shall be specified in writing (including by email to the email address indicated by Exhibitor in the Application) by Manager to Exhibitor from time to time. Exhibitor shall be liable for all load-in/load-out, union, storage and handling charges, and for all other liability, resulting from failure to remove all materials from the Exhibitor Space immediately upon the cessation of the Event. Should the operator of the Venue determine, in its sole discretion, that any equipment used by Exhibitor requires the transport, installation, removal and/or other assistance to be performed by such Venue operator's contractors, Exhibitor agrees to use such contractors at Exhibitor's sole expense, which shall be in addition to the Exhibition Fee. Exhibitor further agrees that any such arrangement is solely between Exhibitor and the operator of the Venue and that Manager shall have no liability whatsoever for any costs incurred by Exhibitor or any damages arising out of any such arrangement.

6. DEFAULT IN OCCUPANCY. If Exhibitor has not occupied the Exhibitor Space by the deadline set by Manager for completion of installation of displays or otherwise for occupancy by Exhibitor, while Exhibitor shall continue to be bound by Exhibitor's obligations hereunder such Exhibitor Space may be possessed and/or otherwise used by Manager for such purposes as it may determine in its sole discretion.

7. SUB-LEASING/SHARING. Exhibitor shall not sublet, assign or otherwise share or transfer the Exhibit Space or any portion thereof without the prior written approval of Manager, which Manager may grant or withhold in its sole discretion.

8. DISPLAY SPECIFICATIONS; SOUND AND ACTIVITIES. Signs or displays used by Exhibitor must not exceed ten (10) feet in height and the width of the table provided by Manager (or a third party upon Manager's prior written consent) in the Exhibitor Space. Exhibitor is not allowed to hang graphics on back walls that extend beyond the Exhibitor Space (as determined by Manager in its sole discretion). Exhibitor and/or Exhibitor's representatives shall not conduct any activities in aisles or in spaces bordering the Exhibitor Space or in any other location and the wearing of any distinctive costumes, carrying of banners or signs and the like by same must remain in the Exhibitor Space. All sound amplification devices and other sound producing equipment and activities of Exhibitor and/or Exhibitor's representatives shall be limited to reasonable volume levels which shall not project beyond the boundaries of the Exhibitor Space and shall in no case disturb other exhibitors, participants of the Event or otherwise Event activities, as determined by Manager in its sole discretion. Manger reserves the right to determine the placement of all signs, displays and the like and acceptable sound level of all sound devices used by Exhibitor, in Manager's sole discretion.

9. ADDITIONAL CHARGES. In addition to any applicable costs of the Venue operator described in Section  hereof, the use by Exhibitor of electricity and Internet at the Event are to be ordered pursuant to the Exhibitor Prospectus. Exhibitor acknowledges and agrees that electricity and internet are provided by third party vendors (i.e., the Venue operator) and that Manager has no control over if electricity and internet will work during the Event. Manager has no responsibility for providing such items to Exhibitor and shall not be liable for any failure by the Venue operator to provide such items to Exhibitor or otherwise arising out of Exhibitors use of such items. Furthermore, drayage charges may apply as determined by an applicable union or by the Venue operator in their respective sole discretion. Exhibitor shall pay in full all such applicable charges in addition to any other fees described in the T&C, and Manager shall not be responsible in any manner for Exhibitor's failure to do so.

10.REPRESENTATIONS & WARRANTIES. Exhibitor represents and warrants that (i) all information provided to Manager (whether as part of the Application or otherwise) is accurate, complete and current and Exhibitor shall update such information if and when such information changes, (ii) its use of all materials during or otherwise in connection with the Event, including without limitation all signs, displays, hand- outs, photographs, logos, videos and musical compositions (collectively, the "Materials") shall not infringe the copyright, trademark, patent or other rights (including without limitation the right of publicity, right to privacy, or misuse of a person's name, image and likeness) of any person, and (iii) Exhibitor shall ensure that Exhibitor's representatives shall fully comply with the terms and conditions of the T&C, and (iv) Exhibitor shall be fully responsible for the acts or omissions of any of its representatives.

11. MUSIC LICENSING. Further to Section  and 10 hereof and for the sake of clarity, Exhibitor agrees not to permit any musical work protected by copyright to be staged, produced or otherwise performed, via either "live" or mechanical means at the Event unless Exhibitor has previously obtained written permission from the copyright owner, or the copyright owner's designee (e.g., ASCAP, BMI or SESAC) for such use. Exhibitor accepts full and complete responsibility for the performance of all obligations under any agreement permitting the use of the music, including but not limited to, all obligations to obtain public performance rights and to accurately report data and to pay royalty fees.

12. EXHIBITOR REPRESENTATIVES. Exhibitor's representatives at the Event shall be restricted to Exhibitor's employees, consultants or agents who have been designated in the Application and duly registered with Manager in accordance with the terms hereof. Such representatives shall wear badges and/or other identification provided by Manager at all times during the Event.

13. SAMPLES; SOUVENIRS; SALES. Exhibitor may distribute samples, souvenirs, brochures, etc., only from within the Exhibitor Space. While Manager is under no obligation to monitor such activity, Manager shall have the right to prohibit sample distribution or other activities which, Manager determines in its sole discretion interferes with the Event.

14. EXHIBITOR CONDUCT. Exhibitor may not operate the Exhibitor Space or otherwise engage in any activity during the Event that is competitive with Manager or which annoys, endangers or interferes with the rights of other exhibitors or other participants of the Event, or Event activities, as determined by Manager in its sole discretion. Exhibitor shall be fully liable for any damage caused at the Event by Exhibitor or any of Exhibitor's representatives (including without limitation to any portion of the Venue, or to other exhibitors, participants or to Manager or any of its representatives).

15. SPECIAL REQUESTS. Any and all special requests by Exhibitor or any of Exhibitor's representatives, including without limitation a request from Exhibitor for the provision of hearing-impaired interpreters at the Event, must be delivered in writing to Manager no less than sixty (60) days prior to the Event.

16. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. EXHIBITOR HEREBY EXPRESSLY RELEASES MANAGER AND EACH OF ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, AND ASSIGNS, AS WELL AS THE OPERATOR OF THE VENUE (COLLECTIVELY, THE "MANAGER PARTIES") FROM ANY AND ALL CLAIMS ARISING OUT OF THE EVENT, INCLUDING WITHOUT LIMITATION ALL (I) DAMAGE TO THE EXHIBITOR SPACE OR OTHER PART OF THE VENUE (II) LOSS, THEFT OR DAMAGE OF/TO ANY OF EXHIBITOR'S PROPERTY (OR THAT OF ANY REPRESENTATIVE OF EXHIBITOR) OR ANY PROPERTY OF OTHERS ARISING OUT OF EXHIBITOR'S PARTICIPATION IN THE EVENT, EVEN IF SO ARISING DUE TO THE NEGLIGENCE OF ANY OF THE MANAGER PARTIES. IN NO EVENT SHALL ANY OF THE MANAGER PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH SUCH PARTY'S INVOLVEMENT IN THE EVENT, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS OR BUSINESS, OR ANTICIPATED LOST PROFITS, BUSINESS OR GOODWILL, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH OF THE MANAGER PARTY'S AGGREGATE LIABILITY TO EXHIBITOR, ANY EXHIBITOR REPRESENTATIVE OR ANY OTHER THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO ONE THOUSAND DOLLARS ($1,000). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

17. INDEMNIFICATION. Notwithstanding anything to the contrary herein, Exhibitor hereby agrees to indemnify, defend and hold each of the Manager Parties harmless from and against any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys fees and disbursements and all other associated costs of lawsuits), arising out of (i) any breach by Exhibitor (or any representative of Exhibitor) of any representation, warranty or covenant made in the T&C or the Application, (ii) any failure by Exhibitor (or any representative of Exhibitor) to fulfill its obligations in the T&C or the Application, (iii) any use of the Materials, or (iv) otherwise arising out of Exhibitor's participation in the Event. Any Manager Party covered by this Section 17 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 wrongdoing (whether in tort or otherwise) without each such Manger Party's prior written consent.

18. INSURANCE COVERAGE. Exhibitor shall, at its own expense, procure and maintain in force during the Event (including during all set-up and dismantling of the Exhibitor Space and covering all use of the Exhibitor Space by Exhibitor or anyone on Exhibitor's behalf), general liability insurance including coverage for personal injury, operation of equipment and products and property damage, with limits in no event less than Five Hundred Thousand Dollars ($00,000) per occurrence, and Exhibitor shall name Manager as an additional insured to such insurance policy or policies for the duration of such use. Exhibitor will cause each of its contractors or any other party attending the Event on its behalf, including without limitation any independent labor contractors engaged in performance of work at the Event and throughout the period during which such party is in attendance at the Event, to be covered by or otherwise procure and maintain in full force and effect policies of insurance as specified above. None of the Manager Parties maintains insurance covering Exhibitor's property and it is the sole responsibility of Exhibitor to obtain business interruption and property damage insurance covering any losses of Exhibitor.

19. FILMING OF THE EVENT; PHOTOGRAPHY. Manager will be photographing, videotaping and otherwise recording the Event and using the resulting footage for promotional purposes. Exhibitor hereby grants Manager the exclusive, perpetual, irrevocable, worldwide, royalty free right and permission to use, distribute, publish, exhibit, digitize, broadcast, display, reproduce, and otherwise use such Exhibitor's name, image, likeness, voice and biography (or any copyrighted material or trademarks owned and displayed by such Exhibitor) in any manner or media whatsoever (whether now known or hereafter devised) for the purposes of advertising or trade in promoting and publicizing Manager and Manager's products and services. Furthermore, Exhibitor represents and warrants that prior to the Event Exhibitor shall obtain the written consent of each of its representatives for Manager to use such representative's name, image, likeness, voice and biography (or any copyrighted material or trademarks owned and displayed by such representative of Exhibitor) in any manner or media whatsoever (whether now known or hereafter devised) for the purposes of advertising or trade in promoting and publicizing Manager and Manager's products and services, and Exhibitor hereby transfers all such rights to Manager. Neither Exhibitor nor any of its representatives may film, photograph or otherwise record the Event in any manner without the prior written consent of Manager.

20. 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 regulations), now in effect or hereafter promulgated, regarding the planning, construction, maintenance, modification and removal of exhibitions and/or the occupancy of the Exhibitor Space, or otherwise pertaining to the Event.

21. NOTICES. All communications hereunder shall be in writing and shall be sent by mail, facsimile, or e-mail to Manager at Film, Stage & ShowBiz Expo, 0 Ninth Avenue, 8th Floor, New York, NY 10001, Info@TheShowBizExpo.com, and to Exhibitor using the contact information provided in the Application; provided however, that during the Event, such communications must be delivered by hand to an authorized representative of Exhibitor or Manager, as the case may be.

22. SWEEPSTAKES; OTHER GAMES. The operation by Exhibitor of any sweepstakes or other games of chance is permitted only upon the prior written consent of Manager, which may be granted or withheld for any reason or for no reason in Manager's sole discretion. Exhibitor agrees that Exhibitor shall request permission of Manager to operate a sweepstakes or other game only if (i) such sweepstakes or other game complies with all applicable laws and regulations, and (ii) Exhibitor shall be solely liable for any claim arising in connection with such sweepstakes or other game and shall indemnify Manager (in accordance with Section 17 hereof) in connection with all liability arising in connection with such sweepstakes or other game.

23. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed under the internal laws of the State of New York, excluding conflict of law provisions thereof. The parties agree to personal and exclusive jurisdiction by and venue in the courts located within the County of New York, State of New York, and to receive service of process through certified mail or by other means sanctioned by law, and the parties expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.

24. MISCELLANEOUS. The Application and the T&C is the sole and exclusive binding agreement between the parties hereto, shall replace all other prior written or oral agreements between the parties with respect to the subject matter hereof and may not be modified except in a writing signed by both Exhibitor and Manager. The section headings included herein are for convenience only and shall have no substantive effect. Facsimile versions of all signatures to the T&C, where applicable, shall be acceptable as originals. The failure of Manager to enforce any provision of the T&C shall not be construed as a waiver of such provision or of the right of Manager to thereafter enforce such provision. Except for the obligations that are specifically designated in this Agreement as contingent, the provisions of the T&C are severable. If any one or more provisions are or may be determined by a court of competent jurisdiction to be unenforceable, in whole or in part, the remaining provisions of the T&C shall nevertheless be binding and enforceable to the maximum extent permitted by law. The provisions of the T&C will survive termination or expiration to the extent necessary to carry out the intentions of the parties.

For more information about the Event, please contact Manager at (212) 404-2345 or email Info@TheShowBizExpo.com.