Exhibitor

These terms and conditions, together with the order form (collectively, the “Agreement”), are entered into by and between you (“Exhibitor ”) and ZJ Events LLC (DBA Expoverse) (“Organizer”) for the use of space (“Exhibit Room”) at the Miami Beach Convention Center (the “Center”), March 2nd to 4th, 2023 (the “Event”).

The Organizer reserves the right, in its sole discretion, to approve or withhold approval of this Agreement and establish such further terms and conditions as the Organizer may reasonably deem necessary. If you are entering into this Agreement on behalf of a company or other legal entity (e.g., your employer), you represent and warrant that you are authorized to do so. This Agreement shall constitute an integrated, valid and binding contract between the Exhibitor and Organizer.

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

2. NOT A LEASE:
Organizer and Exhibitor each acknowledge and agree that it is the express intention of the parties hereto that this Agreement shall not constitute a lease and that this Agreement shall not convey or vest a leasehold or possessory interest in Exhibitor as to the Exhibit Room or the Center, and Exhibitor’s right to occupy and use the Exhibit Room may be terminated by Organizer in accordance with this Agreement.

3. EXHIBIT ROOM AND BOOTH PLACEMENT:
Space will be assigned to Exhibitor by the Organizer at the Organizer’s sole discretion. Space assignments may be revoked or changed by the Organizer if the Exhibitor fails to meet payment deadlines or does not comply with the terms of this Agreement. The Organizer reserves the right to relocate the Exhibitor to another space in the Exhibit Room and will notify the Exhibitor of such relocation using the email address or phone number provided in the application form. The Organizer assumes no responsibility for Exhibitor’s goods, products or fixtures before, during or after the Exhibit. The Organizer shall determine the dates and hours for establishing, dismantling and occupying booths. If Exhibitor fails to establish its display in its appointed space by 11:00 a.m. on the start date of the Event and/or leaves its space without supervision at any time during the Event, the Organizer shall have the right, but not the obligation, to seize the space, terminate this Agreement and retain the Exhibit Fee (as defined herein) without any refund to Exhibitor. Exhibitor’s booth must also be open for business at all times during the term of the Event.

4. USE OF EXHIBIT ROOM:
The Exhibitor shall use the Exhibit Room for the purposes set forth in the Agreement. No portion of the sidewalks, ramps, entries, doors, corridors, vestibules, hallways, lobbies, stairways, aisles or driveways of the Center shall be impeded by Exhibitor, its agents, representatives, employees, guests or invitees, or used for any purpose other than ingress or egress from the Center. Access to public utilities, fire suppression equipment, heating, and air conditioning vents shall not be covered or obstructed at any time.

5. OPERATIONS AND MANAGEMENT OF CENTER AND EXHIBIT ROOM:
The Exhibitor shall use the Exhibit Room in compliance with all policies, rules, and regulations established by the Organizer and/or the Center. In permitting the use of the Exhibit Room, Organizer does not relinquish and does hereby retain as between Organizer and Exhibitor the right to enforce all necessary and proper rules for the management and operation of the Center. Exhibitors must take all necessary fire safety precautions and all booths and materials are subject to fire safety inspection by appropriate officials during the Event.

6. FEES/REFUNDS:
Payment in full of the fees set forth in the order form (the “Exhibit Fee”) must be received by wire transfer (in accordance with the wire transfer instructions set forth in the order form) or credit card (credit card authorization form provided by the Organizer) within seven (7) days after the invoice date in U.S. currency. No cash shall be accepted. Failure to make full payment of the Exhibit Fee by the payment deadline shall result in the loss of the Exhibitor ’s rights to participate in the Event. All deposits applied to obtain multi-show discounts are non-refundable. In the event the Exhibitor cancels the exhibit space contracted herein, the Exhibitor must do so in writing. Organizer will only accept the cancellation of this Agreement by Exhibitor subject to the following schedule:

• If cancellation is received with more than 90 days until the Event, Organizer will refund 100% of the Exhibit Fee received;
• If cancellation is within 90 days of the Event, Organizer will refund 50% of the Exhibit Fee received;
• If cancellation is within 60 days of the Event, no refund will be paid to Exhibitor;
• Any refunds due to Exhibitor hereunder will be made 1 week after the completion of the Event.
• Any outstanding balances must be paid in full 90 days before the Event, failure to do so authorizes the Organizer to release any reserved space or sponsorships for sale to another interested party; and.
• All multiple show commitments, deposits, and fees are non-refundable.

7. SUBLETTING PROHIBITED:
Subletting, sub-licensing or sharing any portion of Exhibitor’s designated portion of the Exhibit Room by Exhibitor with anyone other than Exhibitor is expressly prohibited unless consented to in writing by Organizer in its sole discretion.

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

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

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

11. PARKING:
All vehicles shall be driven and parked in designated areas unless directed by the Organizer’s authorized representatives.

12. ALTERATIONS & IMPROVEMENTS:
Without Organizer’s prior written consent, the Exhibitor shall not make any permanent alterations or improvements to the Exhibit Room or make any installations that will be attached to the surfaces of the Exhibit Room or in any manner alter the existing surfaces of the Exhibit Room. Any alterations or improvements of whatever nature made or placed by Exhibitor to or on the Exhibit Room and not removed at the conclusion of the Exhibit shall, at Organizer ’s sole discretion, be removed by the Organizer at Exhibitor’s expense, and/or become Organizer’s property. Exhibitor shall not post nor permit any sign to be affixed to the Exhibit Room or anything else that could reasonably be likely to injure mar or in any manner deface the Exhibit Room. Exhibitor shall not permit nails, hooks, adhesive fasteners, tacks, screws or any other such device to be installed on any part of the Exhibit Room.

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

14. LOST/STOLEN PROPERTY:
In no event shall Organizer, its directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns to be responsible for any lost, left, stolen or damaged items.

15. DAMAGES TO EXHIBIT ROOM:
Exhibitor shall be responsible for any and all damages to the Exhibit Room and/or the Center caused by Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors and permitted assigns, guests and invitees occurring during the use of the Center and Exhibit Room by Exhibitor, including in connection with the installation or removal of any alterations or improvements, whether or not permitted by Organizer.

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

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

18. PHOTO RELEASE:
Without payment or other consideration to Exhibitor, Exhibitor irrevocably grants to Organizer the right to use photographs of Exhibitor’s participation in the Event, including use of the Center and Exhibit Room, and to copyright, use and publish the same in print and/or electronically, with or without Exhibitor’s name, for any lawful purpose. Exhibitor acknowledges, understands and agrees that these materials will become Organizer’s sole property and shall not be returned, and may be altered and edited by Organizer without Exhibitor’s approval.

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

20. SOLICITATIONS:
No collections or donations, whether for charity or otherwise, shall be made, attempted or announced during the Event in any portion of the Center or Exhibit Room without Organizer’s prior written approval.

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

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

23. LIMITATION OF LIABILITY:
In no event shall Organizer be liable to Exhibitor for any indirect, punitive, special, incidental or consequential damages whatsoever, including loss of goodwill or loss of profits even if the Organizer has been apprised of the possibility of such damages and whether any claim is made for breach of contract, breach of warranty, and/or violation of the applicable regulations, in tort or otherwise. The only warranties provided by Organizer are those specifically set forth in this Agreement, and such limited warranties are in lieu of any and all other warranties, express or implied, including any warranty of merchantability and fitness for a particular purpose.

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

25. INDEMNIFICATION:
Exhibitor shall indemnify, defend and hold harmless Organizer, its partnered venues and their respective officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees (each, an “Indemnified Party”, collectively the “Indemnified Parties”) from and against any and all claims, suits, liens, judgments, damages, losses, and expenses, (including attorneys’ fees and expenses) (collectively “Losses”) arising or resulting from, in whole or in part, and in any manner: (a) any breach by Exhibitor of its obligations hereunder, (b) any violation of any and all applicable laws by Exhibitor, or (c) the use or occupancy by Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees of any portion of the Center (including the Exhibit Room), and participation in the Event, except where such Losses are caused by or result from the gross negligence of an Indemnified Party.
To the extent that Exhibitor participates in the Event pitch room (the “Pitch Room”)—a space where pre-selected blockchain and Web3 startups present their business plan(s)/model(s) (work, stats, goals, and other relevant details) (“Pitch(es)”) to a room of investors, venture capitalists (“VCs”), and angel companies (collectively, the “Companies”)—it agrees that it will not disclose any proprietary, confidential or other information, content, works or materials owned by it or any third party (“Materials”); and Exhibitor further agrees to indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses arising or resulting from or relating to, in whole or in part, and in any manner, from Exhibitor’s participation in the Pitches, including, but not limited to, any Losses arising from Exhibitor’s and/or the Companies’ negligence, willful misconduct, and/or misuse of any of any Materials shared during the Pitches.

26. WAIVER:
Exhibitor hereby expressly waives, to the fullest extent permitted by any and all applicable laws, all claims, demands, rights, expenses, actions, and causes of action, of whatever kind, against Organizer arising from or relating to Exhibitor’s participation in the Event, including, without limitation, and to the extent applicable, the Pitches.

27. FORCE MAJEURE:
Neither Organizer or its partnered venues or their respective officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns shall be liable to Exhibitor for any losses, damages, and costs (including attorney’s fees and expenses) incurred by Exhibitor, in whole or in part, resulting from causes beyond Organizer’s control, including but not limited to acts of God or any laws, rules or regulations of any governmental body that would make it impossible, commercially unreasonable or illegal for Organizer to perform its obligations under this Agreement, including but not limited to changes in law with respect to Applicable Regulations (each, a “Force Majeure Event”). Exhibitor shall not make any claims against Organizer, and Organizer shall not be liable to Exhibitor, for any losses arising from the cancellation of any portion of the Event due to a Force Majeure Event.

28. INJUNCTIVE RELIEF:
If Exhibitor fails or refuses to perform its obligations as required under this Agreement, Exhibitor acknowledges and consents to Organizer’s right to seek injunctive relief, in addition to the rights of Organizer, set forth in this Agreement and any other rights at law and equity, to compel Exhibitor ’s performance in accordance with this Agreement.

29. COVID-19 DISCLAIMER – NOTICE –
Exhibitor acknowledges that Exhibitor is aware that the COVID-19 virus is highly contagious and if contracted may cause serious protracted illness, permanent or lengthy debilitating injury or death. Exhibitor represents that Exhibitor also is fully cognizant of the risks of contracting COVID-19 associated with social interaction, particularly in sizable groups with persons who are not known to be immune or vaccinated. Exhibitor understands that Organizer does not provide any assurance of any kind that Exhibitor will not be exposed to and will not contract COVID-19 while attending the Event, nor does Organizer guarantee that any other person in attendance will comply with any existing governmental orders, guidelines (including CDC and local health department guidelines) or protocols, or other socially responsible practices, regarding measures calculated to avoid or minimize COVID-19 spread. Exhibitor acknowledges that Organizer has not asked any attendee to provide any proof or make any representation regarding such attendee’s current health status and/or whether such attendee has previously contracted COVID-19, been vaccinated for the virus, or been exposed within the previous thirty days to any other person known or believed to have had or been exposed to the virus.

ASSUMPTION OF RISK –
By agreeing to the terms and conditions of the Agreement, and by participating in the Event, Exhibitor acknowledges it/he/she: a) has carefully read the above; b) understands the risks of being exposed to and contracting COVID-19 associated with attending the Event; c) voluntarily assumes such risks, including the risk of serious protracted illness, permanent or lengthy debilitating injury or death.

WAIVER OF LIABILITY/HOLD HARMLESS –
By agreeing to the terms and conditions of the Agreement, and by participating in the Event, Exhibitor voluntarily releases, waives, and discharges Organizer, its managers, officers, owners, agents, servants, and employees, and agrees to hold each of the foregoing harmless from, all injuries, losses, claims, and damages related to or arising out of any exposure to or contracting of COVID-19.

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