Effective Date: August 12, 2025

anime expo chibi® 2025 EXHIBITORS 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 Exhibitor Application and Contract (“Agreement”) between The Society for the Promotion of Japanese Animation (“SPJA”) and the Exhibitor identified in the Agreement. By contracting to rent an exhibit booth space at anime expo chibi®, you agree to abide by these Standard Terms. The "Event" means “anime expo chibi®”, currently scheduled for November 8 through 9, 2025 at the Ontario Convention Center ("Event Facility"). The Event is owned, produced, and managed by SPJA. "SPJA" means SPJA and its authorized representatives. "Exhibitor," means: (i) the exhibitor company identified in the Agreement; (ii) those staffing the exhibitor’s booth or acting on the exhibitor’s behalf with regard to the Event; (iii) any other entity or person that applied for exhibit space rental and signed this Agreement on behalf of the exhibitor and (iv) each of exhibitor’s owners, officers, directors, members, shareholders, employees, contractors, agents, representatives, and invitees. “Minor” means a person under 18 years old. Exhibitor 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 Exhibitor’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, Exhibitor is strongly encouraged to conduct criminal background checks on all personnel who will be present at the Event on Exhibitor’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 Exhibitor and SPJA. If SPJA determines that Exhibitor 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 Exhibitor Service Manual (as defined in Section 11), SPJA may, in its sole discretion and without limiting any of its other remedies, close an exhibit, terminate this Agreement, and/or refuse to permit Exhibitor to participate in future events.

4. Qualifications of Exhibitor. 

SPJA, in its sole discretion, has the right to determine whether a prospective Exhibitor 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. SPJA’s countersignature on the Agreement means that the Exhibitor has been deemed eligible to participate.

5. Payment Terms. 

(a) Exhibitor must pay one hundred percent (100%) of the Total Exhibit Fee set forth in the Agreement, plus any applicable credit card processing fees, foreign transaction fees, or wire transfer fees by the due date (“Due Date”), which is either (i) seven (7) business days after the date the Agreement is executed by both Exhibitor and SPJA if the date of full execution occurs before September 1st, or (ii) immediately upon execution of the Agreement by Exhibitor if Exhibitor executes the Agreement on or after September 1st.

(b) Exhibitor shall further pay a late fee of ten percent (10%) of the Total Exhibit Fee ("Late Fee") if the Total Exhibit Fee is not paid by the Due Date, and SPJA has not chosen to terminate the Agreement pursuant to Section 6.

6. Exhibitor Failure to Pay. 

If Exhibitor fails to make any payment required per Section 5, SPJA may terminate the Agreement and Exhibitor participation in the Event immediately without further notice and without any obligation to refund monies previously paid; the booth space shall revert back to SPJA and the Exhibitor shall remain liable for the full payment for the exhibit. Applications will not be accepted unless an Exhibitor has complied with all past financial obligations to date with respect to SPJA. SPJA reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit 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 Exhibitor from any liability hereunder. Releasees (as defined in Section 25) 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 Exhibitor under this Agreement, if any, to offset any other debt or obligation that Exhibitor owes to SPJA, whether or not such indebtedness arises from this Agreement.

8. Assignment of Exhibit Space. 

SPJA has the sole discretion to assign Event exhibit 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 Exhibitor to another location prior to or during the Event. 

9. Exhibit Space Occupancy. 

SPJA has sole discretion to designate hours and dates for installing, occupying, and dismantling exhibits. If Exhibitor 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 Exhibitor. Exhibitor may not dismantle any booth 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 exhibit, then Exhibitor shall pay such charges within thirty (30) days of the Event as billed. Nothing in this Section shall limit SPJA’s rights under Section 31 (Cancellation by Exhibitor).

10. Exhibitor Badges. 

Exhibitor shall receive complimentary badges as set out in the Agreement. Parking vouchers or passes are not available. 

11. Exhibitor Service Manual. 

Before the Event, SPJA will send an Exhibitor Service Manual (“ESM”) to the Exhibitor contact listed on the first page of the Agreement. The ESM is a set of rules and regulations for Exhibitors, and it will include information essential to participation in the Event, including but not limited to official contractor order forms, registration, shipping and drayage, utilities and building services, exhibit display rules, and move-in/move-out schedules. SPJA may amend, revoke, or adopt a new ESM from time-to-time upon three (3) days’ notice to Exhibitor. The ESM is incorporated here fully by reference and Exhibitor shall thereby be bound.

12. Conduct at Event. 

Exhibitor shall conduct itself at all times in accord with normal standards of decorum and good taste at an event open to Minors. All exhibits 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 exhibit booth. 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 Exhibitor booth or otherwise acting as its representative or agent with regard to the Event must remain within the Exhibitor booth while working. Exhibitor displays must be arranged so that booth visitors do not block aisles. Entertainment or advertisements outside an exhibit booth are prohibited.

13. Sound Policy & Excessive Noise. 

Controlled mechanical reproduction of sound or music is permitted except when sound or music includes explicit language. Sound must not be projected outside the exhibit booth. SPJA does not permit exhibitors to play music which presents explicit lyrics. SPJA has the sole discretion to determine acceptable noise levels, with a maximum noise level of 85 decibels. Exhibitor is 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. Exhibitor 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 Exhibitor in material violation of this sound policy, SPJA may: (a) on first violation, give Exhibitor a written warning; (b) if a second violation occurs, disconnect Exhibitor power for the remainder of the Event, and Exhibitor shall not be entitled to any refund or reimbursement whatsoever. If SPJA has disconnected the Exhibitor power for a sound violation at a prior event, SPJA may immediately disconnect the Exhibitor power for the remainder of the Event upon Exhibitor first sound violation. SPJA may require separate, binding agreements with sound policy violators to review and approve sound policy, violators’ exhibit 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. 

Exhibitor shall comply with all federal, state, and local fire and safety laws at all times. Exhibitor 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 an exhibit booth, Exhibitor 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. Exhibitor represents and warrants that its exhibit booth shall not contain, display, sell, distribute or make available any Infringing Content, and that the Exhibitor 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 Exhibitor to produce written license or authorization to display, reproduce or distribute materials in Exhibitor’s booth, and Exhibitor shall keep such written licenses and authorizations in the booth 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 Exhibitor to remove the Infringing Content from the premises, eject the Exhibitor from the Event, and/or disqualify Exhibitor from participating in future Events. SPJA shall not be liable for any Infringing Content, or failure to discover or remove such content. 

16. 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. Exhibitor 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. Exhibitors may only sell prop/replica weapons that adhere to the Prop/Replica Weapons Policy. Exhibitors shall be further bound by the rules and regulations pertaining to prop/replica weapons as set forth in the ESM. 

(c) All Exhibitors that display or sell any adult material must be in the pre-approved designated space as determined by SPJA. 

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

(e) SPJA may demand the immediate removal of any Exhibitor 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 Exhibitor, notwithstanding any other provision of this Agreement.

17. Personal Data. 

(a) Exhibitor 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 Exhibitor for any reason in connection with this Agreement or Exhibitor 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 Exhibitor (“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”). 

18. 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 Exhibitor failing to comply with this Section or other PCI requirements.

19. Event Listings, Promotions, & Live Simulcasts; Filming by Exhibitor.  

(a) Exhibitor agrees that its Event participation is to widely promote anime, manga and Japanese culture, 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”). Exhibitor gives SPJA permission to take still photographs and moving sound and audiovisual recordings of Exhibitor booth space, exhibits, 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 Exhibitor Public Displays, in SPJA Event programs, listings and other SPJA promotional materials including Live Simulcasts (as defined below) of the Event. For Promotional Purposes, Exhibitor expressly grants to SPJA a worldwide, fully paid, perpetual, nonexclusive license to display, reproduce, and distribute company and product information, names, logos, trademarks, copyrighted materials, voices, and likenesses on Public Display at the Event, or that Exhibitor provides to SPJA for such Promotional Purposes. SPJA will not be liable for any errors in any listings or description or for omitting any Exhibitor 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, Exhibitor grants SPJA the right to simulcast “live” Exhibitor’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. Exhibitor 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.

(b) If Exhibitor intends to tape, film, broadcast, telecast, or stream the Event by any means at any time, whether on a live, delayed, or other basis, including by any means of signal distribution, exhibition, or recordation now known or hereafter created, including, without limitation, on television or radio, over the Internet (including via social media or “over the top” platforms), in motion pictures, or for video tape or DVD distribution (the “Filming Activity”), Exhibitor (i) shall first obtain the prior written consent of SPJA to conduct such Filming Activity, (ii) shall have entered into a location filming agreement with SPJA, in a form provided by SPJA (the “Location Agreement”), prior to commencing such Filming Activity, (iii) shall have paid a Filming Activity fee in an amount to be determined by SPJA, and (iv) agrees that the terms of such Location Agreement, including the Exhibitor’s obligation to hold valid media insurance coverage (as set forth in Section 24), shall apply to such Filming Activity. Exhibitor shall also make any request for Filming Activity by contacting marketing@spja.org by September 30th.

20. 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. Exhibitor 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. Exhibitor may use the Marks only in the form, style, and type prescribed by SPJA. 

(b) Exhibitor 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 Exhibitor’s booth at Event.

(c) Exhibitor 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 Exhibitor, unless such rights are provided separately in writing. If Exhibitor wishes to use the Marks on Event exclusive merchandise and/or for other purposes not permitted in Section 20(b), please contact marketing@spja.org by September 30th.

21. Care of Event Facility. 

Exhibitor shall promptly pay for any and all damages caused by Exhibitor to the Event Facility or associated facilities, booth equipment, or the property of others. Exhibitor agrees that no food or drink may be sold by Exhibitor in the Event Facility or otherwise. If Exhibitor is permitted by SPJA to give away free samples of food or drink, Exhibitor will be bound by and will follow the Event Facility’s and City’s regulations, and all applicable food handling and other laws with regard to such samples. SPJA reserves the right to cause the Exhibitor 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.

22. Permits and Taxes. Exhibitor 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. Exhibitor 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.

23. Limited Non-Competition.

Exhibitor 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 Exhibitor is appearing within 100 miles of the Event two weeks or more after the Event but within two months of the Event, Exhibitor 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 Exhibitor appears, SPJA would be irrevocably harmed if Exhibitor appears (live or live streaming) in the Limited Places and
Times around the Event at which they are appearing. Exhibitor 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 Exhibitor’s Appearance at the Event. Nothing herein limits Exhibitor 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, including but not limited to any limitation imposed by applicable law on the application of this provision to natural persons, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.

24. Insurance. 

(a) Event Liability Insurance. Exhibitor 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 Exhibitor’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 Exhibitor and its agents, servants, representatives, employees, guests, and invitees. Exhibitor will provide SPJA with a Certificate of Insurance at least sixty (60) 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 Exhibitor’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.

(b) Media Insurance. Exhibitor agrees that if SPJA consents in advance to permit Exhibitor to conduct Filming Activity at the Event by entering into a Location Agreement with Exhibitor, Exhibitor shall at the time of such Filming Activity hold valid media liability insurance coverage (“Media Insurance”) and shall provide a Certificate of Insurance reflecting the same. Such Media Insurance shall cover errors and omissions resulting from any broadcast emanating from the use or exploitation of the Filming Activity or in any way pertaining or related to the Event, with contractual liability endorsements for the mutual benefit of Exhibitor, SPJA, the Releasees (as defined in Section 25), and their respective contractors, successors and assigns, against all claims for personal injury and errors and omissions liability including without limitation defamation of character, libel, slander, and other similar causes of action, with limits of not less than $1 million per occurrence/$5 million aggregate, for media liability, unless agreed otherwise in writing. Such Media Insurance can be written on a claims made basis, provided an extended reporting period of not less than three (3) years is provided.

25. Risk Assumption & Waiver. 

(a) Exhibitor expressly assumes all risks and liabilities arising from or related to Exhibitor’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. Exhibitor is solely and exclusively responsible for its property and any theft, damage, or other loss to Exhibitor’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 Exhibitor. 

(b) Exhibitor 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. Exhibitor acknowledges and agrees that it is assuming any risk of such unknown facts and such unknown and unsuspected claims. Exhibitor 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, Exhibitor 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.

26. Release and Indemnification. 

Exhibitor 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 Exhibitor’s participation, acts, or omissions at the Event, or performance under the Agreement. This Section applies to, without limitation: (a) any debt owed by Exhibitor or breach by Exhibitor of any agreements, covenants, promises or other obligations to third parties; (b) breach of a representation or warranty, of Exhibitor’s obligations under the Agreement, or of any matter for which Exhibitor 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. Exhibitor shall not settle or compromise any claims against any Releasee without that Releasee’s prior written consent.

27. 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 Exhibitor for exhibit 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.

28. 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. Exhibitor shall provide Exhibitor’s own tools and equipment, unless SPJA has committed to provide services under the Agreement. Each party is responsible for conducting its own business.

29. Compliance with Laws. 

Exhibitor 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 Exhibitor without refund.

30. Export Control Laws. 

Exhibitor 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”).

31.  Cancellation by Exhibitor.

Exhibitor may cancel participation in the Event at any time upon written notice to SPJA. SPJA must receive written notice of cancellation by email and priority mail or overnight delivery by FedEx. If such notification is received before September 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 Exhibitor. In the event of cancellation by Exhibitor and payment is not yet received by SPJA, Exhibitor 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 the Exhibitor fails to staff its booth through the end of the Event or otherwise forfeits its booth 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 Date, SPJA may retain all payments already received, and the remaining balancemust be received by SPJA within 15 days of the cancellation, regardless of whether SPJA resells or otherwise reassigns cancelled or forfeited exhibit space.  SPJA reserves the right to resell or otherwise reassign cancelled or forfeited exhibit space. 

32. Restriction or Termination by SPJA.

SPJA may restrict or remove any exhibit 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 an exhibit, no refund will be due to Exhibitor. SPJA may also terminate this Agreement effective upon written notice of termination if Exhibitor (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.

33. 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 Exhibitor does not wish to participate in a rescheduled Event, SPJA shall refund Exhibitor 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 Exhibitor. 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 Exhibitor. SPJA is not required to cancel or relocate the Event, or make any refunds, if the Event Facility is under construction.

34. 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 Exhibitor hereby waives any claim for any damages or compensation, except as provided in Section 33.

35. Non-Discrimination. 

Exhibitor 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. Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act and related laws.

36. Reporting Obligations & Data. 

Exhibitor 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 Exhibitor. Exhibitor shall correct and report any errors to SPJA.

37. RFID Technology. 

SPJA may use RFID technology for attendees at the Event. Exhibitor 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).

38. Non-Disparagement. 

Exhibitor 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 Exhibitor from providing truthful information in response to a subpoena or other legal process.

39. Governing Law. 

This Agreement is governed by the laws of California and U.S. intellectual property laws. Exhibitor 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 Exhibitor shall reimburse SPJA for all fees and costs of the suit, including reasonable attorneys’ fees.

40. 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 ESM, 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. Exhibitor may not assign this Agreement or any right hereunder, or sublet or license all or any portion of its exhibit 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).

41. 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 ESM, and any schedules) shall be binding upon Exhibitor’s heirs and successors. SPJA’s obligations are expressly conditioned upon Exhibitor’s full performance of this Agreement including, without limitation, payment and actual participation in the Event as an Exhibitor.