EXHIBITOR TERMS & CONDITIONS

These Bright Life Holistic Expo Exhibitor Terms & Conditions (this “T&C”) set forth the provisions pursuant to which you agree to register with Bright Life Holistic Expo (“the Producer,” “us,” “we,” or “our”) to be an Exhibitor (“Exhibitor,” “you,” “your”) at a Bright Life Holistic Expo (“Event”), to purchase an exhibitor Booth (“Booth”), and to have your information displayed on our website (“Platform”). The Exhibitor agrees to adhere to all of the provisions set forth in this T&C applying to an Event.

1. By registering with us as an Exhibitor, you represent and warrant that you are at least eighteen (18) years of age, and that, if you are registering to be an Exhibitor 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. If you do not agree to abide by the provisions of the Exhibitor Agreements, you are not authorized to attend any Event as an Exhibitor.

2. Each Event will be held on the date(s) and time(s) publicized by the Producer and will be located at a Physical Venue or venues (each, a “Physical Venue”). Each “Event” as defined in this T&C refers collectively to, and includes, all activities being promoted by the Producer in connection with any of our Events, including, without limitation, all physical and virtual pre-expo and post-expo Event activities in connection with such Event.

3. The exhibitor is considered to be an independent contractor and not an employee, partner, or joint-venturer of the Event or its Producer.

4. The following are prerequisites to be considered as an exhibitor at the Event: a) The exhibitor must provide a holistic, metaphysical, spiritual, healing, natural, organic, intuitive, self-care, or self-improvement-related service or merchandise that is consistent with these categories; b) The exhibitor must have a business website or be featured on another online business platform that showcases their products and/or services; c) The exhibitor must have the ability to accept payments at the Event by cash, credit card, and debit card. The exhibitor is solely responsible for providing change for cash payments; d) The exhibitor must submit a business logo or public relations-style headshot image (high-resolution, no less than 300×300 pixels) for inclusion on the Event website within seventy-two (72) hours of submitting an application and email it to the Producer at [insert email address]; and e) New exhibitor applicants who intend to provide any type of intuitive-related service must provide the Event Producer with a brief intuitive reading by phone. The applicant shall email the Producer at [insert email address] or text her at [insert cell phone number] to set up a date and time within seventy-two (72) hours of submitting an application.

5. The Exhibitor’s non-transferable participation in each Event is contingent upon the Exhibitor having paid in full the applicable fees. The Exhibitor may pay any portion of the Exhibitor Fees by Visa, MasterCard, American Express, or Discover credit cards, or by PayPal or check. To the extent that the Exhibitor provides credit card or other payment information to the Producer, the Exhibitor authorizes the Producer to charge such credit card or other payment method to make all payments of the Exhibitor fees as they become due. All the Exhibitor fees are final. Once the Exhibitor makes any payment, there are no refunds of the exhibitor fees or any chargebacks permitted whatsoever, and any overdue balance of the Exhibitor fees shall be paid in full by the Exhibitor even if the Exhibitor decides not to attend any Event to which such the Exhibitor fees apply (in whole or in part), unless (and as the sole exception to such a policy) the Producer cancels such Event in its entirety and another Event is not rescheduled within twelve (12) months from the original date of such Event. The Producer has the right to cancel the Exhibitor’s registration to any Event. If during an Event, the Producer has the right to have the Exhibitor and/or the Exhibitor’s Representatives (“Representatives”) removed from such Event) at any time due to the breach by the Exhibitor (including any Representatives) of any of the Exhibitor’s obligations under this T&C or any other part of the Exhibitor Agreements. In such a case, the Exhibitor shall not receive any refund of the Exhibitor fees. However, if the Exhibitor’s registration is canceled by the Producer for an Event because the Producer has canceled such Event, and the Producer has not rescheduled another Event within twelve (12) months from the date of the originally scheduled Event (and not due to any breach by the Exhibitor), then (a) if such cancellation was due to a Force Majeure Event (as defined below), the Producer shall enable the Exhibitor to use the Exhibitor Fees already paid or due for such canceled 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 the Exhibitor, then the Producer shall provide the Exhibitor with a full refund of the Exhibitor Fees applicable to the Event canceled (and without rescheduling another Event) by the Exhibitor. The exhibitor may not share a Booth with another individual or company that sells other products and/or services. Any exhibitor attempting to do so shall be charged twice the original Booth payment fee. This fee is due and payable prior to the start of the Event and may be made by check, credit card, or debit card.

6. Making a Booth payment does not automatically guarantee that a Booth will be provided for the Event. After the Exhibitor’s application has been received and reviewed by the Event Producer, the applicant shall be contacted by email to inform her or him regarding acceptance. If the application has not been approved, the Booth payment shall be promptly refunded. Under no circumstances shall the exhibitor attempt to collect a refund through the Producer’s payment processor. Notwithstanding anything to the contrary in this T&C or any of the other portions of the Exhibitor Agreements, the Producer shall have the sole right to determine, in the Producer’s sole discretion, the (a) eligibility of any Exhibitor or any other Event attendee to attend (or continue to attend) any Event, and (b) appropriateness of any exhibition or other material used by the Exhibitor at any Event. The Exhibitor understands that the Producer cannot accommodate all requests for a particular location for the Exhibitor’s exhibition space (“the Exhibitor Space”) and that the Producer does not guarantee the Exhibitor any particular location for the Exhibitor Space at any Event. The Producer has the right to arrange and even change a venue floor plan as the Producer determines at any time (even during an Event), in our sole discretion, without prior notice. Thus, the Producer may change the location of the 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 the Producer); provided, that the Producer endeavors to provide a space of similar size and with any “add-ons” that had been provided to the Exhibitor in the prior Exhibitor Space. The Producer will not be liable for any of the Exhibitor’s materials left in the Exhibitor space before, during, or after any Event and/or which are stored/shipped with the Producer, and all such materials are used by the Exhibitor at the Exhibitor’s own risk.

7. If the Exhibitor has purchased email blast services from the Producer, then in consideration of the Exhibitor’s full payment of the applicable fees and for the period of time indicated, the Producer shall provide the Exhibitor with email blast services on behalf of the Exhibitor for the Exhibitor’s advertising campaigns sent to the Producer’s email database for the Event. Again, the Producer does not guarantee or warrant any type of results from the use of such services, including, without limitation, any open rate, click-through rate, financial gain, or other benefit. No refunds are provided for such services.

8. If the Exhibitor purchases a promotion but then fails to deliver to the Producer (via email, an online intake landing page website 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 the Exhibitor not being included in such a promotion, the Producer will not be liable to the Exhibitor in any manner, and the Producer shall not be obligated to provide the Exhibitor with any refund for any such missed deadline or with any credit for any future Event and/or promotion.

9. The Exhibitor shall pay for all fees, expenses, and costs incurred by the Producer, including, without limitation, for all legal and collection services (including all reasonable attorneys’ fees) incurred by the Producer in the process of collecting any past due amounts from the 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.

10. For each Booth payment made, the exhibitor shall receive one 8-foot-wide x 10-foot-deep standard inline, end-of-aisle, or corner exhibitor Booth (depending on the type purchased). The Booth shall include: a) Pipe and draping; b) A six-foot banquet-style table with a white tablecloth; c) Two (2) chairs; d) A Booth number sign; e) An exhibitor badge; f) A listing in the attendee program guide; g) A listing on the Event website; h) A business social media spotlight; and i) WiFi access at the Event. The exhibitor’s table, chairs, signage, and all other items must remain within the confines of her or his Booth. The exhibitor may include up to two additional people representing her or his business at the Booth. Exchanging or moving a Booth at the Event is not permitted once assigned unless approved by the Event Producer. The Event Producer does her best not to place exhibitors providing the same or a highly similar service or product directly next to each other.

11. The exhibitor may not nail, screw, staple, or pin anything to the walls, tables, or floors of the venue. The only approved tape is blue painter’s tape. The exhibitor shall not light candles or incense or diffuse oils or sprays into the air. Per a requirement of the venue, the exhibitor may not sell fresh food or beverages. Music may be played softly as long as there are no complaints from surrounding exhibitors. If that occurs, the Producer or her representative shall ask the exhibitor to turn the music down or off, and the exhibitor must immediately comply.

12. Load-in to the Event venue may not begin on the Saturday of the Event until 8:00 a.m., and break-down and load-out of the venue may not begin until 5:00 p.m. on the Sunday of the Event. The exhibitor shall not cease providing her or his service or merchandise prior to 6:00 p.m. on the Saturday of the Event and 5:00 p.m. on the Sunday of the Event.

13. The exhibitor shall assist the Event Producer with promoting the Event on social media and to her or his mailing list by using the marketing materials provided. After the Event has ended, exhibitor contact information will continue to be listed on the Event website until approximately two months before the next Event.

14. The exhibitor grants to the Event Producer and her representatives the right to take photographs and/or videos of the exhibitor and anything or anyone located in or near her or his Booth. The exhibitor further grants to the Event Producer and her representatives the right to publish the aforementioned photographs and/or videos in print and/or electronically, either with or without names. The exhibitor waives the right to any compensation for any of the foregoing.

15. The Producer and the venue are not liable for personal injury, lost or stolen goods, or loss due to damage to Booths, decorations, or property. The Producer and venue shall be held harmless from any future liability or litigation, claims, causes of action, and suits resulting from any damage, injury, or loss to any persons connected to the exercise of the exhibitor privileges granted herein.

16. The Producer reserves the right to reschedule or cancel the Event at any time and for any reason, including but not limited to unforeseen venue damage, an act of nature such as extreme inclement weather, or a state of emergency or “stay-at-home” order issued by the governor of the state where the Event is being held. If the Event is rescheduled, the exhibitor shall be notified by email as soon as is reasonably possible. That email shall contain a new Event date if one has been secured. If one has not yet been secured, the exhibitor shall be notified by email within thirty (30) days of the original Event date of the new Event date. In this eventuality, the Booth payment made by the exhibitor for the original Event date shall be transferred to the new Event date, and no refund shall be issued. All of the exhibitor terms and conditions shall apply to the new Event date. If the Event is canceled, the exhibitor shall be notified by email as soon as is reasonably possible. In this eventuality, the Booth payment made by the exhibitor shall be promptly refunded.

17. The Exhibitor shall be exclusively responsible for (a) obtaining all licenses, permits, and approvals, and all tax identification numbers, under local, state, or federal law that are applicable to the Exhibitor’s participation in each Event, and (b) paying all taxes, license fees, and other charges that may become due in connection with or related to the Exhibitor’s participation in each Event. The exhibitor must possess all necessary permits, licenses, insurance, and credentials. Additionally, the exhibitor must conform to all local law enforcement and fire codes, health regulations, electrical codes, and any other city, local, state, and federal laws and regulations. If the exhibitor is offering massage services, she or he must be certified in the state where the Event is being held and must email proof of certification and liability insurance to the Event Producer at [insert email address] within seventy-two (72) hours of submitting an application.

18. The Exhibitor agrees to obtain and maintain (at the Exhibitor’s sole expense) in force for each Event at a Physical Venue for the Exhibitor and all its 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 in the aggregate. Before beginning any work or undertaking any efforts in connection with or related to any Event at a Physical Venue, the Exhibitor shall provide the Producer with an original, signed insurance certificate naming the Producer as well as the applicable Physical Venue operator as additional insured under the Exhibitor’s general liability insurance policy for the duration of the Event. The Exhibitor acknowledges that the Producer does not maintain any insurance covering the Exhibitor’s property and that it is the sole responsibility of the Exhibitor to obtain business interruption and property damage coverages for any losses of the Exhibitor including its Representatives.

19. The Producer reserves the right to verbally ask the exhibitor to leave the Event venue if, in the Producer’s sole judgment, the exhibitor’s behavior is causing unresolvable issues at the Event for the attendees, other exhibitors, or venue. In this unlikely circumstance, the exhibitor must immediately comply, pack her or his belongings in the Booth, and leave the venue. If this occurs, the exhibitor’s Booth payment shall be forfeited, and no refund shall be issued.

20. The Exhibitor agrees that by submitting any personally identifiable information (“PII”) to the Producer and/or using any of our products and/or services, the Exhibitor consents to receive communications from us by automated technology, and authorizes the Producer or third parties to whom the Producer has transferred such PII provided by the Exhibitor or any of its Representatives or who has collected PII from the Exhibitor at an Event, to contact the 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 the Exhibitor’s mobile, home and/or office phone numbers, as provided), email blasts and otherwise by postal mail. Without limiting the foregoing, the Exhibitor acknowledges and agree that (a) the Producer sells or otherwise transfers the Exhibitor contact list to certain third parties, and such third parties may contact the Exhibitor to solicit the 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 the Producer to any such third party, the Producer has no control over such information or how it is used by such third party, and if the Exhibitor wishes for any such third party to stop contacting the Exhibitor then the 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 the Exhibitor has provided prior express written consent to receive automated text messages and calls, then the Exhibitor agrees that the Producer may use PII provided to us by the 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. The Exhibitor may opt out at any time from receiving automated text messages and calls by contacting us with such a request at clientservices@blhexpo.com. Any opt-out request must include the Exhibitor’s telephone numbers and other means of contact. The Exhibitor agrees and understands that purchase is not a condition of such consent.

21. The Producer makes no representations or warranties, express or implied, regarding the number or type of persons who will register or attend each Event (including visiting your Exhibitor Booth(s) and/or attending speaker lectures, healing sanctuary experiences, or workshops, or special Events, and/or any other matter related to any of the Events. The Exhibitor understands that the Producer is not promising that an Event will have any particular attendance, registrations, or demographics of attendees, financial gain, or that the Exhibitor will receive any business or other results from the Exhibitor’s presence at any Event or for using any services. The Producer makes no representations or warranties, express or implied, regarding how many contacts will be listed in any Event registration list or included in any email blast services.

22. The Exhibitor may not operate the Exhibitor Space or otherwise engage in any activity during an Event that is competitive with the Producer or that annoys, endangers, or interferes with the rights of other Exhibitors or other attendees of an Event or an Event’s activities, as determined by the Producer in our sole discretion. The Exhibitor further 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 the Producer, either as an independent contractor, employee, consultant, agent, partner, joint venture, or otherwise, either for yourself or for any other person.

23. The 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 the Event unless the 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. The 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.

24. The 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 the Exhibitor and such third party or parties. The foregoing shall include, but not be limited to, any purchase by the Exhibitor or other use by the Exhibitor of any electrical drops, internet drops, WiFi, labor, material handling, shipping services, and the like. We also are not responsible or liable, directly or indirectly, for links to any third-party websites or any interaction with any third party with whom you form a connection through or because of the Platform or at any Event. Additional items, such as electrical/power drops, internet drops, WiFi, advertising, set-up and/or dismantle labor, material handling and drayage (i.e., labor to bring your Booth items and equipment to your Booth), furniture, and other such items, are additional items made available for purchase by you through the Producer. By purchasing these additional items from the Producer, you acknowledge and agree that the terms of this Agreement apply and that there are absolutely no refunds or chargebacks allowed. Furthermore, you understand and agree that any labor ordered by you to set up or dismantle your Exhibitor Booth may only be ordered directly through us, and no outside labor is permitted. You also acknowledge and agree that you may not use our loading dock and/or 4-wheel dollies at venues without our consent and without paying us material handling and drayage fees, which are based on the size and weight of your Booth materials.

25. You agree that: (a) the Producer has no obligation to use or respond to any of Your Content; (b) the provision of Your Content to the Producer in no way imposes any obligation on the Producer, whether of confidentiality, attribution, compensation or otherwise; (c) all Your Content shall be accurate and correct and none of Your Content will violate the copyright, trademark, patent, trade secret, right of publicity, right to privacy, or any other legal right of any person, (d) you shall pay for all royalties, fees and any other monies owing any person by reason of any of Your Content, (e) Your Content may be subject to size and usage limitations, and (f) you shall not use the Platform in any manner that is intended to harm us or any Event.

26. We do 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. 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 content not created and posted by us or the accuracy or opinions expressed by any such content. However, the Producer has the absolute right (but not the obligation) to (a) pre-screen, monitor, review, flag, filter, alter, edit, refuse to post, and/or remove any and all of Your Content in the Producer’s sole discretion, and (b) disclose Your Content and the circumstances surrounding its transmission to any third party for our own internal business purposes or otherwise to protect ourselves, in each case as determined by the Producer in our sole discretion.

27. Content provided by the Producer 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, you acknowledge and agree that (a) as between you and the Producer, 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) is owned by the Producer, and (b) 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.

28. By posting your content to the Platform, you automatically grant, and represent and warrant that you have the right to grant to the Producer, 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, create derivative works of or incorporate into other works all of such your content (in whole or in part), distribute (through multiple tiers), publicly 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.

29. “Bright Life Holistic Expo,” and “Illuminating Body-Mind-Spirit Extravaganza” are proprietary trademarks. All other trademarks referenced on the Platform or otherwise in connection with any Event are the property of their respective owners. The Exhibitor hereby grants to the Producer the right and license for the Producer to copy, modify, exhibit, display, and generally use the trademarks, logos, brands, and names of the Exhibitor as needed in order for the Producer to carry out the requests of the Exhibitor to act as an Exhibitor and/or a sponsor at an Event, further to the Exhibitor Agreement. If the Exhibitor has not provided the Producer in a timely fashion with the Exhibitor’s branding (i.e., business name and logo) regarding an upcoming promotion, the Exhibitor authorizes (but does not obligate) the Producer to copy and use the Exhibitor’s branding found at the Exhibitor’s website and use such branding in connection with the exhibition and/or promotion. If the Producer does not so use the Exhibitor’s logo or other branding in connection with such exhibition and/or promotion, the Exhibitor shall not receive any refund for fees paid or payable in connection with such decision.

30. The Exhibitor’s participation in each Event and use of any of our products/services is “as is,” “as available,” and at the Exhibitor’s sole risk. None of the Producer parties shall have any liability, obligation, or responsibility to the 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 the Exhibitor’s participation in any Event or use of any of our products/services. None of the Producer parties are responsible for any theft, loss, or damage to any of the Exhibitor’s equipment, belongings, or other property (or any equipment, belongings, or other property of any of the Exhibitor’s Representatives), and none of the Producer 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 the Producer or any of the other the Producer 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 the Exhibitor or any of the other the Producer parties. The entire liability of the Producer and the other Producer parties collectively, and the Exhibitor’s exclusive remedy for any damages, is limited to the lesser of (a) one-half (½) of the aggregate Exhibitor fees paid to the Producer by the 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 may not apply to the Exhibitor.

31. Notwithstanding anything to the contrary in this T&C, the Exhibitor shall indemnify, defend and hold harmless the Producer each of the other the Producer 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 the Exhibitor (or any representative of the Exhibitor) of any representation, warranty or covenant, or undertaking of any obligation, made by the Exhibitor in this T&C, (b) any use of the Materials by the Producer for the purposes described in this T&C, and/or (c) any liability caused (in whole or part) by any act or omission of the Exhibitor or any Representative. The Exhibitor shall use counsel reasonably acceptable to the Producer in fulfilling the Exhibitor’s indemnification obligations. Any party covered by the provisions of this section shall reasonably cooperate with the Exhibitor and shall at all times have the right fully to participate in such defense with its own counsel and at its own expense. The Exhibitor shall not enter into any settlement that imposes any liability or obligation on any of the Producer Parties or contains any admission or acknowledgment of any wrongdoing by any such party (whether in tort or otherwise) without each such party’s prior written consent.

32. All communications hereunder shall be in writing and shall be sent by email to: clientservices@blhexpo.com, and to the Exhibitor using the contact information provided by the Exhibitor.

33. 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 [INSERT STATE], excluding [INSERT STATE]’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 [INSERT STATE], excluding [INSERT STATE]’s choice-of-law principles.

34. Any dispute with you or any person acting on your behalf (if applicable) that arises out of or is related to 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 the Producer or any of the other the Producer 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 the Producer 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 [INSERT 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 the Exhibitor and the Producer. All information concerning such arbitration proceedings, including, without limitation, all evidence and materials submitted by the Exhibitor and the Producer and any decision rendered, shall be deemed to be confidential information and shall not be made public by the Exhibitor or any person acting on the 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 the Exhibitor and the Producer agree to have the arbitration conducted by a private professional arbitrator reasonably agreed upon by the parties according to rules and procedures that 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 counterclaim 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. The Producer may apply to any federal or state court sitting in the State of Florida for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision, and the 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.

35. The Exhibitor agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Exhibitor’s participation (including any Representatives) in any Event or otherwise related to the Exhibitor’s (including any representative’s) interaction with the Producer or any of the other Producer parties must be filed by the Exhibitor pursuant to the applicable section within one (1) year after such claim or cause of action arose or is claimed to have arisen.

36. The failure or delay of the Producer in the Producer’s performance of any of its obligations under this T&C and/or any other portion of the Exhibitor Agreements, including, without limitation, the Producer’s holding of any Event or Events for which the Exhibitor has already paid the Exhibitor Fees, shall be excused (and the Producer 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 the Exhibitor or any person acting on the Exhibitor’s behalf, including, without limitation, the Exhibitor’s or any such person’s failure to perform (or cause to be performed) any of the Exhibitor’s obligations to the Producer, (b) the unavailability of any venue, or (c) any Force Majeure Event. A “Force Majeure Event” means any Event which prEvents or delays the performance by the Producer 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 pandemic that make such the Producer’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.

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

38. This T&C and each of the other portions of the Exhibitor Agreements represent the exclusive binding agreement between the Exhibitor and the Producer, and shall replace all other prior written or oral agreements between the Exhibitor and the Producer (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 the Exhibitor and the Producer. The section headings included in this T&C 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 the Producer to enforce any provision of this T&C or otherwise any other portion of the Exhibitor Agreement shall not be construed as a waiver of such provision or of the right of the Producer to thereafter enforce any such or any other provision. If any one or more provisions of this T&C or otherwise any other portion of the Exhibitor 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 T&C (including, without limitation, the applicable sections) or otherwise any other portion of the Exhibitor Agreement will survive termination or expiration to the extent necessary to carry out the intentions of the Producer and the Exhibitor. For more information about the Producer, or an Event or Events, please contact the Producer by email at clientservices@blhexpo.com.

39. If there is any dispute or controversy between the parties arising out of or relating to these terms and conditions, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees, of the parties incurred in any dispute that is determined and/or settled by arbitration will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability as determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations whenever possible until the dispute is resolved.

40. These exhibitor terms and conditions shall be governed and construed in all respects in accordance with any applicable federal or state laws where the Event is being held. Additionally, these exhibitor terms and conditions contain the entire understanding of the parties and supersede any prior verbal or written understandings or agreements between the parties. They may not be changed in any way, except by an instrument in writing signed by both the exhibitor and the Event Producer.