Effective Date August 12, 2025

anime expo chibi® 2025 ARTIST ALLEY SCHEDULE A: STANDARD TERMS AND CONDITIONS

1. Defined Terms. 

These Standard Terms and Conditions (“Standard Terms”) are fully incorporated into and are a material part of the Artist Alley Packet and Artist Alley Form (“Agreement”) between The Society for the Promotion of Japanese Animation (“SPJA”) and the Artist identified in the Agreement. By contracting to rent an artist table at anime expo chibi®, you agree to abide by these Standard Terms. The "Event" means “anime expo chibi®”, currently scheduled for November 8 through November 9 at the Ontario Convention Center ("Event Facility"). The Event is owned, produced, and managed by SPJA. "SPJA" means SPJA and its authorized representatives. "Artist," means: (i) the artist company identified in the Agreement; (ii) those staffing the artist’s table or acting on the artist’s behalf with regard to the Event; (iii) any other entity or person that applied for artist space rental and signed this Agreement on behalf of the artist and (iv) each of artist’s owners, officers, directors, members, shareholders, employees, contractors, agents, representatives, and invitees. Artist Alley Packet are the rules and regulations for Artists. “Minor” means a person under 18 years old. Artist is solely responsible for verifying age where applicable. All capitalized defined terms, unless otherwise defined herein, shall have the meanings assigned to such terms in the Agreement (excluding for this purpose the provisions of these Standard Terms).

2. Youth Protection Policy.

(a) All personnel who will be present at the Event on Artist’s behalf must read SPJA’s Youth Protection Policy (“YPP”), located at  www.YouthProtectionPortal.org/SPJA, as SPJA may amend from time to time at its sole discretion, and all such personnel are strongly encouraged to view the YPP training videos, located at www.YouthProtectionPortal.org/SPJA.

(b) Although not required, Artist is strongly encouraged to conduct criminal background checks on all personnel who will be present at the Event on Artist’s behalf. No one may attend the Event who is disqualified under YPP Section 5, “Disqualifying Criteria.” 

3. Contract Acceptance & Remedies. 

This Agreement shall become binding and effective when fully executed by both Artist and SPJA. If SPJA determines that Artist has materially violates (a) this Agreement, including the Standard Terms, (b) SPJA’s policies available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (the “SPJA Policies”), including, without limitation, the YPP, the Prop/Replica Weapons Policy, and the Privacy Policy (each as defined hereunder) or (c) the Artist Alley Packet (as defined in Section 11), SPJA may, in its sole discretion and without limiting any of its other remedies, close a table, terminate this Agreement, and/or refuse to permit Artist to participate in future events.

4. Qualifications of Artist. 

To participate in Artist Alley, Artist must purchase an anime expo chibi® 2025 Artist Alley Table Package. SPJA, in its sole discretion, has the right to determine whether a prospective Artist is eligible to participate in the Event. All applicants may be required to submit additional information about their business and items that they intend to exhibit. 

5. Payment Terms. 

Artist must pay one hundred percent (100%) of the total anime expo chibi® 2025 Artist Alley Table Package fee immediately upon applying for Artist Alley on-line. For all Program Guide advertising, Artist must pay one hundred percent (100%) of the total fee upon SPJA’s approval of Artist’s application for space in the Program Guide. All fees paid are non- refundable and non-transferable, except as set forth in Section 32 (Cancellation by Artist). 

6. Artist Failure to Pay. 

If Artist fails to make any payment required per Section 5, SPJA may terminate the Agreement and Artist participation in the Event immediately without further notice and without any obligation to refund monies previously paid; the table space shall revert back to SPJA and the Artist shall remain liable for the full payment for the Table Package. Applications will not be accepted unless an Artist has complied with all past financial obligations to date with respect to SPJA. SPJA reserves the right at its discretion to refuse Artist permission to move in and set up a table if any payment due to SPJA is in arrears. SPJA may, but has no obligation to, occupy or dispose of any space vacated or made available by reason of action authorized by this Agreement, without releasing Artist from any liability hereunder. Releasees (as defined in Section 26) reserve the right to enforce their rights under this Agreement, including but not limited to their indemnification rights.

7. Rights of Offset; Enforcement. 

SPJA may apply refunds due to Artist under this Agreement, if any, to offset any other debt or obligation that Artist owes to SPJA, whether or not such indebtedness arises from this Agreement.

8. Assignment of Table Space. 

SPJA has the sole discretion to assign Event table space. Such assignment does not imply that similar space will be assigned for future events. SPJA reserves the absolute right to change the floor plan or to move an Artist to another location prior to or during the Event. 

9. Table Space Occupancy. 

SPJA has sole discretion to designate hours and dates for installing, occupying, and dismantling tables. If Artist fails to install its display in its assigned space by one hour before the Event opens or leaves its space unattended during the Event hours, SPJA shall have the right to take possession of the space and no refund will be due to Artist. Artist may not dismantle any table or display until the Event is officially closed by SPJA. If additional labor hours or overtime are required for installation and/or removal of the table, then Artist shall pay such charges within thirty (30) days of the Event as billed. Nothing in this Section shall limit SPJA’s rights under Section 32 (Cancellation by Artist).

10. Artist Alley Credentials. 

The Single Table Package includes one (1) complimentary Exhibitor badge for the Artist and one (1) complimentary Exhibitor badge for the Artist’s helper. For an additional fee, Artist may purchase up to one (1) additional Exhibitor badge for another helper, which may be purchased at the same time as the Table Package or at a later date. Artist must provide the names of all individuals designated to attend the event under their table registration. All personnel/staff holding an Exhibitor badge must be 18 years of age or older and must comply with all SPJA policies and the Terms of Participation. If any Artist or Artist Alley helper is found to be underage or in violation of SPJA policies, SPJA reserves the right to confiscate the Exhibitor badge and/or expel the individual from the Event. No replacement credential will be provided. Any money paid by the Artist for the cancelled order(s) will be kept by SPJA. Regular badges to the Event do not provide access to the Artist Alley during set-up and breakdown hours, and do not provide permission to sit behind an Artist Alley table. Parking vouchers or parking passes are not available. 

11. Artist Alley Packet. 

Before the Event, SPJA will prepare an Artist Alley Packet and make it available online. The Artist is solely responsible for ensuring it downloads and reads the Artist Alley Packet. The Artist Alley Packet will include information essential to participate in the Event, including but not limited to Artist Regulations, registration information, table display rules, and move-in/move-out schedules. SPJA may amend, revoke, or adopt a new Artist Regulation from time-to-time upon three (3) days’ notice to Artist. Artist agrees that all information containing terms and conditions provided to Artist by SPJA shall be deemed fully read and that Artist shall thereby be bound. Whether or not in the Artist Alley Packet, Artist and all those attending the Event on Artist’s behalf shall abide by all SPJA Policies available via www.spja.org/legal.

12. Conduct at Event. 

Artist shall conduct itself at all times in accord with normal standards of decorum and good taste at an event open to Minors and in accord with SPJA’s Code of Conduct. All tables shall display products or services in a tasteful manner as determined in SPJA’s sole discretion, which discretion shall be exercised in a commercially reasonable manner. Live animals, nudity, partial nudity, carnival-type attractions, and gambling are prohibited. Advertising distributions must be made only from within an Artist’s table. The aisles, passageways, and overhead spaces remain under control of SPJA. No signs, decorations, banners, advertising material, or special exhibits will be permitted in any of these spaces except by special written permission of SPJA. Those staffing the Artist table or otherwise acting as its representative or agent with regard to the Event must remain within the Artist’s table space while working. Artist displays must be arranged so that table visitors do not block aisles. Entertainment or advertisements outside an Artist’s table are prohibited.

13. Sound Policy & Excessive Noise. 

Artists are prohibited from operating noise-creating devices such as but not limited to bells, horns, or megaphones, and shall pay the costs of removal of such items. Artist shall comply with any request by SPJA, the Event Facility, or the City of Ontario (the “City”) to discontinue any such sound or music. If SPJA, in its sole discretion, finds Artist in material violation of this sound policy, SPJA may: (a) on first violation, give Artist a written warning; (b) if a second violation occurs, disconnect Artist’s power for the remainder of the Event, and Artist shall not be entitled to any refund or reimbursement whatsoever. If SPJA has disconnected the Artist’s power for a sound violation at a prior event, SPJA may immediately disconnect the Artist’s power for the remainder of the Event upon Artist’s first sound violation. SPJA may require separate, binding agreements with sound policy violators to review and approve sound policy, violators’ table space design, and other related issues on a commercially reasonable basis before sound policy violators are permitted to book space in future events.

14. Fire and Safety Laws. 

Artist shall comply with all federal, state, and local fire and safety laws at all times. Artist is solely responsible for ensuring its compliance with such laws. If the Event Facility modifies its rules and regulations with less than three (3) days’ advance notice to SPJA, or if the fire marshal or other law enforcement requires immediate action that impacts a table space, Artist shall comply immediately upon being notified of such modified rules and regulations or required actions. 

15. Anti-Piracy / Grey Market Goods. 

Sale, distribution, or display of “Infringing Content” is strictly prohibited at the Event. “Infringing Content” is material that violates any copyright, trademark, patent, trade secret, privacy or publicity rights, or is defamatory to or violates the privacy of, any person or entity, such as but not limited to pirated, grey market, unlicensed, or bootlegged products, merchandise, costumes, characters or artwork. Artist represents and warrants that its table shall not contain, display, sell, distribute or make available any Infringing Content, and that the Artist shall not play or permit the playing or performance of, or distribution of, any copyrighted material at the Event unless it has paid all required royalties, fees, or other payments and has obtained all necessary licenses or permissions in writing. SPJA may require Artist to produce written license or authorization to display, reproduce or distribute materials in Artist’s table, and Artist shall keep such written licenses and authorizations in the table at all times. If such authorization is not produced within a commercially reasonable amount of time upon SPJA’s request, SPJA may, without further warning and without incurring any liability whatsoever, require Artist to remove the Infringing Content from the premises, eject the Artist from the Event, and/or disqualify Artist from participating in future Events. SPJA shall not be liable for any Infringing Content, or failure to discover or remove such content. 

16. Only Original Art at Artist Alley. 

All items on sale and display must be the original creation of the Artist. Artist shall not copy, sell or display any counterfeit or official products or merchandise of any anime, manga, video game, television show, movie, etc., regardless of whether Artist has a license from the Intellectual Property holder to do so.

17. Weapons, Prop Weapons and Adult Material.

(a) The sale of guns, tasers, pepper spray, mace, hand crossbows, metal and/or hard prop weapons of all kinds are strictly prohibited at Event. Metal weapons and/or hard prop weapons of all kinds are not permitted onsite at Event. Artist agrees that metal weapons and/or hard props weapons cannot be sold, bought, and/or displayed in any way onsite at Event. Metal weapons and/or hard prop weapons include, but are not limited to, sharpened metal-bladed weapons (e.g., axes, daggers, hatches, knives, kunai, shuriken, swords, sword canes, and switchblades), blunt weapons (e.g., brass knuckles, clubs, and nunchaku), prop weapons made of metal and/or wood, functional and/or realistic replica firearms made of metal, and functional projectile weapons (e.g., crossbows and longbows). 

(b)  Any prop/replica weapons that do not adhere to SPJA’s Prop/Replica Weapons Policy, available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (“Prop/Replica Weapons Policy”), are strictly prohibited. Artists may only sell prop/replica weapons that adhere to the Prop/Replica Weapons Policy. Artists shall be further bound by the rules and regulations pertaining to prop/replica weapons as set forth in the Artist Alley Packet. 

(c) Artist shall ensure that no adult material will be displayed, offered, sold to, or handled by a Minor.

(d) SPJA may demand the immediate removal of any Artist that fails to comply with this Section. If SPJA removes or restricts an exhibit that SPJA considers to be objectionable or inappropriate in the commercially reasonable exercise of its sole discretion, no refund will be due to Artist, notwithstanding any other provision of this Agreement.

18. Personal Data. 

(a)  Artist shall comply with all applicable privacy and other laws, and with SPJA’s Privacy Policy, available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (“Privacy Policy”), with regard to any Personal Data collected by Artist for any reason in connection with this Agreement or Artist’s participation in the Event. “Personal Data” means information that identifies or can be used, alone or in combination with other information, to identify an individual.

(b)  In the event Artist (“Credit Card Taker”) accepts credit cards for payment in the exhibiting space, Credit Card Taker will, in the course of such credit card payment services, come into possession of Personal Data of individuals who pay with credit cards (“Cardholder(s)”). Credit Card Taker agrees to treat Personal Data of Cardholders gathered by it or provided to it in accordance with all applicable privacy and other laws, in accordance with the Privacy Policy, and in accordance with the Payment Card Industry Data Security Standard then applicable to the credit card industry (“PCI DSS”). 

19. PCI Compliance. 

Credit Card Taker agrees that pursuant to PCI DSS and the requirements of the credit card associations, it shall not transfer or make available Cardholder Data to any unauthorized third parties. “Cardholder Data” shall have the meaning given to it by the PCI DSS. Nothing herein limits Credit Card Taker’s use of Personal Data (and other information) relating to Cardholders for any lawful purpose, provided, that Credit Card Taker agrees not to sell such Personal Data to third parties. In the event that there is a suspected or confirmed security incident that could reasonably be expected to lead to the inadvertent disclosure from Credit Card Taker of Sensitive Personal Data relating to Cardholders, Credit Card Taker shall report such security incident within 2 business days to SPJA. Credit Card Taker shall make such reports by email to: finance@spja.org,and to legal@spja.org. Upon request, Credit Card Taker shall cooperate with SPJA in providing such additional information as SPJA may reasonably request about the incident, its causes, and its results. "Sensitive Personal Data" shall mean Personal Data or Cardholder Data for which applicable law requires notice of inadvertent disclosure or access to the applicable Cardholder. In the event of a suspected or confirmed security incident, Credit Card Taker shall take all steps as it determines to be required by applicable laws, including with respect to notifying affected Cardholders and will use commercially reasonable efforts to discuss the nature of its response, including the form and content of any such notices with SPJA prior to the sending thereof. Nothing herein shall be construed to mean that SPJA is liable or responsible in any way for Artist failing to comply with this Section or other PCI requirements.

20. Event Listings, Promotions, & Live Simulcasts. 

Artist agrees that its Event participation is to widely promote anime, manga and Japanese culture, and to reach fans internationally. In order to permit fans to participate in the Event and other SPJA activities in person and online, SPJA promotes the Event widely using many different media (“Promotional Purposes”). Artist gives SPJA permission to take still photographs and moving sound and audiovisual recordings of Artist’s table, artwork, products, productions, signs and personnel displayed in places open to Event attendees at the Event (“Public Displays”) during and after the open hours of the Event in any manner or medium now known or later discovered (the “SPJA Recordings”). For Promotional Purposes, SPJA may, but is not obligated to, include SPJA Recordings, including Artist’s Public Displays, in SPJA Event programs, listings and other SPJA promotional materials including Live Simulcasts (as defined below) of the Event. For Promotional Purposes, Artist expressly grants to SPJA a worldwide, fully paid, perpetual, nonexclusive license to display, reproduce, and distribute artist company and product information, names, logos, trademarks, copyrighted materials, voices, and likenesses on Public Display at the Event, or that Artist provides to SPJA for such Promotional Purposes. SPJA will not be liable for any errors in any listings or description or for omitting any Artist from any program, listing, or material. SPJA shall own the copyrights in the SPJA Recordings (including any extensions and renewals thereof) throughout the world, in perpetuity. Specifically, but without limitation, Artist grants SPJA the right to simulcast “live” Artist’s Public Displays by means of radio (terrestrial and digital radio), television, the internet, and wireless/mobile systems or similar live streaming internet platforms, and all related services, software, and networks that allow for authorized streaming and distribution of video content over the internet (but not for downloads by the end viewer) (“Live Simulcasts”). The grant of rights for Live Simulcast includes the right for SPJA to receive any and all revenues earned from such Live Simulcasts, including but not limited to behind-pay-wall ticket sales, license fees, shares of commercial advertising, promotions, donations, and purchases made during the Live Simulcast, if any. Artist hereby represents and warrants that it shall obtain any necessary consents from its employees, contractors, or other representatives in order to grant SPJA these exclusive rights.

21. Trademarks and Logos. 

(a) SPJA reserves all right, title, and interest in all SPJA trademarks and logos (the "Marks"), including but not limited to:

ANIME EXPO®; AX®; anime expo chibi®; SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATIONTM; SPJA®; PROJECT ANIME®; LOUNGE 21TM; and Anime Expo mascot characters referred to as Max, Ai, Xeno, Mahoko, and Kisegi; 

and any other trademarks or logos in which SPJA has or may obtain statutory or common law trademark rights, derivations thereof, and marks substantially similar thereto, whether or not such marks or logos are registered by SPJA. Artist shall neither directly nor indirectly obtain nor attempt to obtain any right, title, or interest in or to SPJA's Marks, and hereby expressly waives any right that it may have to do so, without separate written permission of SPJA. Artist may use the Marks only in the form, style, and type prescribed by SPJA.

(b) Artist may use the mark “anime expo chibi®” or one of the logo marks at https://www.anime-expo.org/anime-expo-chibi/legal/ (Brand Usage Guidelines Policy) (the “Marks”) to inform the public about Artist’s table at Event.

(c) Artist shall have no right to use the Marks or any other SPJA intellectual property for other purposes, including without limitation: (i) on any products or merchandise, (ii) in connection with ticket giveaways or sweepstakes, or (iii) in the name, or description, of any party or offsite event organized by Artist, unless such rights are provided separately in writing. If Artist wishes to use the Marks on Event exclusive merchandise and/or for other purposes not permitted in Section 21(b), please contact marketing@spja.org by September 30th.

22. Care of Event Facility. 

Artist shall promptly pay for any and all damages caused by Artist to the Event Facility or associated facilities, table equipment, or the property of others. Artist agrees that no food or drink may be sold by Artist in the Event Facility or otherwise. SPJA reserves the right to cause the Artist to immediately cease all distribution of food and drink, even free samples, at SPJA’s sole discretion, which discretion shall be exercised in a commercially reasonable manner.

23. Permits and Taxes. 

Artist shall obtain any licenses, permits, or approvals (“Permits”) under federal, state, or local law applicable to its activities at the Event at its sole expense. Artist shall obtain any necessary tax identification numbers and permits and shall be solely responsible for paying all taxes, including but not limited to sales taxes, license fees, use fees, or other fees, charges, levies, or penalties that become due to any governmental authority in connection with its activities at the Event.

24. Limited Non-Competition. 

Artist agrees to appear exclusively at the Event and not to appear (live or live streaming) at another convention, concert, or venue within 100 miles of the Event during the Event, two weeks before the Event, and two weeks after the Event (the “Limited Places and Times”), unless SPJA consents otherwise in advance in writing. In any event, if Artist is appearing within 100 miles of the Event two weeks or more after the Event but within two months of the Event, Artist shall not announce that other appearance and show until after the Event. Because SPJA has invested so much in producing and publicizing the Event at which Artist appears, SPJA would be irrevocably harmed if Artist appears (live or live streaming) in the Limited Places and Times around the Event at which they are appearing. Artist agrees not to produce, create, or cause to be produced or created any Japanese culture event or convention in Southern California within two years after Artist’s Appearance at the Event. Nothing herein limits Artist from distributing or marketing their own Intellectual Property through their normal and customary distribution and marketing channels. If the provisions contained herein are deemed to exceed the time or geographic limits or any other limits imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.

25. Insurance.  

Artist shall obtain, and bear the expense of, adequate personal and property damage liability, Commercial General Liability, Worker’s Compensation, and vehicle insurance coverage for its services, goods, activities, and participation in the Event, with “adequate” meaning reasonably related to the size, scope and nature of Artist’s activities at the Event and materials provided to SPJA for the Event, and the minimum coverage acceptable shall be not less than $1 million per occurrence/$2 million aggregate, unless agreed otherwise in writing. The foreign currency equivalent is acceptable. All such policies shall cover the full period of occupancy of the Event Facility by Artist and its agents, servants, representatives, employees, guests, and invitees. Artist will provide SPJA with a Certificate of Insurance at least thirty (30) days prior to the Event. Such insurance must name SPJA (with respect to Event) as an additional insured with respect to all policies identified above and must name SMG Ontario LLC, Ontario Convention Center, and the City of Ontario, and their respective affiliates, licensees, lenders, and contractors, as well as each of their respective officers, directors, partners, members, shareholders, employees, agents, representatives, and successors (each, along with SPJA, an “Additional Insured”) as additional insured with respect to Artist’s General Liability insurance coverage. All such insurance shall be primary and non-contributing to insurance maintained by Additional Insured and shall provide that the insured’s right of subrogation against the Additional Insured is waived.

26. Risk Assumption & Waiver. 

(a) Artist expressly assumes all risks and liabilities arising from or related to Artist’s participation, acts, or omissions at the Event, or performance under the Agreement, including without limitation, all risks of harm or loss of any kind suffered by anyone attending, producing, organizing or affiliated with the Event, the Event Facility, and the City, which risks include but are not  limited to theft, harm, damage or injury to a person (including death), property, intellectual property, copyrights, trademarks, business, or profits, from whatever cause or source. Artist is solely and exclusively responsible for its property and any theft, damage, or other loss to Artist’s property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by an insurer). SPJA, the Event Facility, and the City (collectively, the “Releasees”) have no responsibility or liability, nor is a bailment created, for property delivered by or to Artist. 

(b) Artist acknowledges the possibility that, after signing this Agreement, it may discover facts or incur or suffer claims that were unknown or unsuspected at the time this Agreement was executed, and which, if known by it at that time, may have materially affected its decision to sign it. Artist acknowledges and agrees that it is assuming any risk of such unknown facts and such unknown and unsuspected claims. Artist has been advised of the existence of Section 1542 of the California Civil Code ("Section 1542"), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding such provisions, Artist knowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law, or rule of similar effect. This waiver does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, but does apply to acts of ordinary negligence, to the fullest extent permitted by law.

27. Release and Indemnification. 

Artist hereby completely releases and shall indemnify, defend, discharge, and hold harmless the Releasees, individually and collectively, and their present and former officers, directors, shareholders, partners, members, affiliates, employees, agents, representatives, funders, attendees, insurers, attorneys, and predecessors, assignees and successors of each of them, from any and all demands, damages, losses, liabilities, causes of action, lawsuits, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, attorneys' fees, and claims of every kind or nature, whether known or unknown, in law, equity, or otherwise that either may now have or have had or that may hereafter accrue, individually, collectively, or otherwise in connection with, relating to or arising from Artist’s participation, acts, or omissions at the Event, or performance under the Agreement. This Section applies to, without limitation: (a) any debt owed by Artist or breach by Artist of any agreements, covenants, promises or other obligations to third parties; (b) breach of a representation or warranty, of Artist’s obligations under the Agreement, or of any matter for which Artist is responsible under this Agreement; (c) any third party claim for infringement of any patent, copyright, trademark, trade secret, or other proprietary right; (d) any defamation or similar claim; and (e) harm or injury (including death) to any person or third party. This release does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, but does apply to acts of ordinary negligence, to the fullest extent permitted by law. Artist shall not settle or compromise any claims against any Releasee without that Releasee’s prior written consent.

28. Limitation of Liability. 

UNDER NO CIRCUMSTANCES WILL ANY RELEASEE BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER OR NOT IT HAS BEEN INFORMED OF THE POSSIBILITY OF ANY LOST PROFITS OR DAMAGES. The maximum liability of any Releasee will not, under any circumstance, exceed the amount actually paid to SPJA by Artist for table space rental under this Agreement. SPJA makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or any other matters.

29. Independent Contractors. 

The parties are independent contractors, and are not and shall not be construed to be agents, joint venturers, or partners. Each party shall be solely responsible for compensating its own employees and contractors and for their benefits, if any. Neither party may enter into contracts or incur liabilities on behalf of the other. SPJA may establish reasonable standards of performance. Artist shall provide Artist’s own tools and equipment, unless SPJA has committed to provide services under the Agreement. Each party is responsible for conducting its own business.

30. Compliance with Laws. 

Artist shall comply with all federal, state and local laws, codes, ordinances, rules and regulations, all rules and regulations of the Event Facility (including, without limitation, copyrights, trademarks, and any union labor work rules, and PCI compliance), and all SPJA Policies. Material noncompliance with this Section may result in immediate removal of the Artist without refund.

31. Export Control Laws. 

Artist shall not violate or cause SPJA to be in violation of U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C.§§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999 (“Export Control Laws”).

32. Cancellation by Artist. 

Artist may cancel participation in the Event at any time upon written notice to SPJA. SPJA must receive written notice of cancellation by email to: artistalley@anime-expo.org and priority mail or overnight delivery by FedEx. If such notification is received before October 1, 2025 (the "Cancellation Deadline"), SPJA will retain fifty percent (50%) of the contracted amount as a cancellation fee and will return the remaining fifty percent (50%) to Artist. In the event of cancellation by Artist and payment is not yet received by SPJA, Artist remains liable to pay SPJA a cancellation fee equal to fifty percent (50%) of the contracted amount. If SPJA receives such notice on or after Cancellation Deadline, or if Artist fails to staff its table through the end of the Event or otherwise forfeits its table for violating this Agreement, then one hundred percent (100%) of the contracted amount cancelled is due and non-refundable. For cancellations received after the Cancellation Deadline, SPJA may retain all payments already received, and the remaining balance due must be received by SPJA within 15 days of the cancellation, regardless of whether SPJA resells or otherwise reassigns cancelled or forfeited table space. SPJA reserves the right to resell or otherwise reassign cancelled or forfeited tables.

33. Restriction or Termination by SPJA. 

SPJA may restrict or remove any table that SPJA, in its sole discretion, which discretion shall be exercised in a commercially reasonable manner, believes is objectionable, inappropriate or illegal. If SPJA restricts or removes such a table, no refund will be due to Artist. SPJA may also terminate this Agreement effective upon written notice of termination if Artist (1) breaches any of its obligations under this Agreement or (2) is adjudicated as insolvent, declares bankruptcy, or files or has filed against it, any petition in bankruptcy, or fails to continue its business. In either of these cases, SPJA shall have no obligations, expressed or implied, to refund any payments previously made.

34. Event Cancellation or Change. 

SPJA reserves the right to cancel, re-name or re-locate the Event, or change the dates on which it is held. If SPJA cancels the Event due to a Force Majeure Event (as defined below) or for any other reason, or changes the Event dates to dates that are not within thirty (30) days of its originally scheduled date, and Artist does not wish to participate in a rescheduled Event, SPJA shall refund Artist for payments made to date, less any costs and expenses that SPJA incurred as a result of the cancellation, which shall be deemed full satisfaction of SPJA's liabilities to Artist. If SPJA changes the name of the Event, relocates the Event to another facility, or changes the Event dates to dates that are within thirty (30) days of its originally scheduled date, no refund will be due to Artist. SPJA is not required to cancel or relocate the Event, or make any refunds, if the Event Facility is under construction.

35. Force Majeure.

SPJA shall not be liable for any damages sustained from delay or non-performance due to events beyond its reasonable control, including, without limitation, acts of God, disaster, pandemic, acts of war or terror, labor disputes, weather, earthquakes, fires, failure of power or utilities, government acts, curtailment of transportation facilities preventing or unreasonably delaying the Event, unavailability of the Event Facility due to reasons other than construction, or other similar cause (“Force Majeure Event”). Thereupon, this Agreement may be terminated or the Event may be moved to another appropriate location, at the sole discretion of SPJA, which discretion shall be exercised in a commercially reasonable manner, and Artist hereby waives any claim for any damages or compensation, except as provided in Section 34.

36. Non-Discrimination. 

Artist represents and warrants that it does not discriminate in employment, hiring, participation, accommodations, or provision of services on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by it. Artist shall construct its table to comply with the Americans with Disabilities Act and related laws.

37. Reporting Obligations & Data. 

Artist understands and agrees that SPJA may be required to disclose financial information, contracts, information about salaries and other employee information, and other information to government agencies, in public federal and state tax returns, and elsewhere in accord with local, state, and federal disclosure laws and regulations that now or may in the future apply to SPJA as a nonprofit organization, or pursuant to subpoena. SPJA shall be entitled to rely upon data, information, and representations provided by Artist. Artist shall correct and report any errors to SPJA.

38.  RFID Technology. 

SPJA may use RFID technology for attendees at the Event. Artist may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA NOR SPJA’S PREFERRED AUTHORIZED RFID PROVIDER WILL BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO USE OF THE RFID EQUIPMENT IN VIOLATION OF THE FCC RULES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

39. Non-Disparagement. 

Artist agrees that it will not disparage SPJA or its activities, services, agents, representatives, directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including comments or posts to social media. Nothing in this paragraph shall prohibit Artist from providing truthful information in response to a subpoena or other legal process.

40. Governing Law. 

This Agreement is governed by the laws of California and U.S. intellectual property laws. Artist agrees that the courts located in Riverside County, California shall constitute the exclusive venue and forum for the resolution of all disputes arising from or related to this Agreement. If SPJA brings suit to enforce any of its rights hereunder, then Artist shall reimburse SPJA for all fees and costs of the suit, including reasonable attorneys’ fees.

41. Additional Terms and Conditions. 

Any matters pertaining to the Event and not specifically covered by the terms and conditions of this Agreement shall be subject to determination by SPJA in its sole discretion, which discretion shall be exercised in a commercially reasonable manner. This Agreement (including the Artist Alley Packet, all policies incorporated by reference, and any schedules as amended from time to time) is the entire agreement of the parties on the subject matter hereof. Where any provision of the Agreement (excluding for this purpose the provisions of these Standard Terms) conflict with these Standard Terms, these Standard Terms shall control, unless such provision expressly states that it is intended to and does modify these Standard Terms. Any amendment or modification to this Agreement must be in writing and signed by both parties. Artist may not assign this Agreement or any right hereunder, or sublet or license all or any portion of its table space without SPJA’s prior written consent. The following sections shall survive the expiration, rescission or termination of this Agreement: Sections 25 (Risk Assumption & Waiver), 26 (Release and Indemnification), 27 (Limitation of Liability), and 38 (Non-Disparagement).

42. Severability. 

If any term of this  Agreement is declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. This Agreement (including the Artist Alley Packet, and any schedules) shall be binding upon Artist’s heirs and successors. SPJA’s obligations are expressly conditioned upon Artist’s full performance of this Agreement including, without limitation, payment and actual participation in the Event as an Artist.