EXHIBITOR TERMS AND CONDITIONS

ShowUp 2020 is a virtual convention and trade show for the family entertainment industry, owned and promoted by Zen One Six Nine, Limited. ShowUp strives to maintain a professional atmosphere for attendees and exhibitors at the ShowUp 2020 Convention and Trade Show (the “Event”). To make sure everyone is on the same page, rules and regulations have been established governing Exhibitors.  Exhibitors understand that when applying for virtual space they are bound by the rules and regulations that appear in the exhibitor prospectus, including but not limited to these Terms and Conditions.  

You, (yes, you) personally and on behalf of any exhibitors, exhibitor employees, and/or communication and marketing firms acting on your behalf (collectively “you” or “Exhibitor”) agree to these Rules and Regulations, which when signed by you, become a valid and binding agreement (the “Agreement”) with ShowUp, Zen One Six Nine, Limited and affiliates (collectively “ShowUp”). You shall provide a copy of this Agreement to all Exhibitors related to or affiliated with you, and you are responsible for their compliance with this Agreement.

VIRTUAL EXHIBIT DATES

Tuesday October 27, 2020

Wednesday October 28, 2020

Thursday October 29, 2020

BOOTH SELECTION AND PAYMENT

Electronic signing of this Proposal and Agreement is a commitment for the exhibitor package selected within for the Event, in accordance with the corresponding proposed pricing.

Priority within each level of Exhibitor package is on a first come basis. Priority will be set in accordance with the receipt of the payment in full of the amount due for the Exhibitor Package. Priority, among other factors, impacts placement within the Expo Hall area of the Event.

Exhibitor agrees to pay ShowUp the agreed amounts by the deadlines set-forth. Since we want to put all our energy into creating an amazing experience for everyone involved, and not chasing money, full payment is due when you sign the contract. No company can participate unless full payment has been received. We begin delivering promotional value well before the dates of the Event. The payments under this Agreement shall constitute payment solely for the Event as described in the ShowUp Exhibitor Guide 2020. If you have questions about what is included, let’s talk before you sign this agreement.

CANCELLATION POLICY

If for some reason you cannot perform as agreed at the Event, let us know with as much notice as possible.  We will be promoting your involvement in the Event and want to be transparent with our audience. We do not offer refunds, but in extraordinary circumstances will offer a credit towards a future event.

EXHIBITOR ACTIVITIES

ShowUp reserves the right to review and approve any activities, materials, content, information, presentations, or other information that Exhibitor intends to present, display, or distribute during the Event (any such materials collectively referred to as the “Exhibit Materials”). Keep it clean.

ShowUp reserves the right to not publish any material which it deems to be offensive (either misleading, sexist, racist or in poor taste). Any materials provided that violate these principles will be returned and alternate material/copy will be requested. No compensation will be made if deadlines are missed or packages unfulfilled.

Dates on the calendar are closer than they appear. Participation in certain activities associated with the Event require submission of materials and contribution by specific dates, which will be provided and updated from time to time by ShowUp. There will be no compensation if Exhibitor misses any deadlines.

Selling in the public areas outside of your booth (“Carpetbagging”) is expressly forbidden. This includes during sessions, panel discussions, or in public chat. Selling is reserved for your booth, private video meetings within the platform and private chat. Violation of this rule will result in immediate removal from the event without refund. If people make inquiries in a public forum, invite them to the private chat, video meetings, or your booth for the conversation. Make sure to attend the onboarding training sessions to learn how best to utilize these features.

CONFIDENTIALITY

ShowUp and Exhibitor, on behalf of themselves and their respective agents and employees, agree not to use or disclose at any time any confidential information of the other party or any Attendee, unless expressly authorized in writing and/or required by law. Both parties acknowledge that the obligations undertaken in this Section will survive the termination or expiration of this Agreement.

VIRTUAL REGISTRATION

Each Exhibitor must register to participate in the Event. Please reference the ShowUp Exhibitor Guide 2020 or the number of virtual registrations included with your booth package. If additional registrations are needed, they can be purchased on an individual basis from exhibitors@showup.events

LICENSE ShowUp is the sole owner of all right, title, and interest to certain ShowUp information, including ShowUp’s logo, trademarks, trade names, and copyrighted information unless otherwise provided. ShowUp hereby grants to Exhibitor a limited, non-exclusive license to use certain of ShowUp intellectual property, including ShowUp’s name, acronym, and logo (collectively, the “ShowUp Property”), solely in connection with the obligations set forth herein. ShowUp shall review and approve in writing in advance all uses of such ShowUp Property, which

approval shall not be unreasonably withheld. Exhibitor shall provide ShowUp with at least five (5) business days to review any use of ShowUp Property.

Exhibitor hereby grants ShowUp a limited, revocable, royalty-free non-exclusive license to use Exhibitor’s name and/or logo solely in connection with its obligations under this Agreement, subject to the terms and conditions of the Agreement. ShowUp may not use the Exhibitor name and/or logo for any other purpose without the express written consent of Exhibitor.

By participating in the Virtual Event, Exhibitor further agrees that its name, photograph, voice, biographical information, and likeness (collectively the “Likeness”) may be used in any and all media or forms by ShowUp or third parties without compensation or notice, including for promotional or advertising purposes.

Exhibitor further agree to release and hold harmless ShowUp and its affiliates, and the officers, directors, agents, and employees of such companies, from any and all damages, injuries, claims (specifically including but not limited to any claim that content used in any media using the Likeness infringes the intellectual property rights of a third party or violates the laws and regulations governing the use and exchange of protected health information), causes of action, or losses of any kind resulting from use of the Likeness.

Exhibitor further grants ShowUp and third parties a royalty-free, perpetual, irrevocable license to reproduce, distribute, publicly perform, and publicly display the Likeness, to prepare derivative works based upon the Likeness, and to grant sublicenses to third parties to exercise these licensed rights. Exhibitor understands and agrees this permission signifies that photographic or video recordings of the Exhibit and Exhibitor may be electronically displayed via the Internet or in other public settings without notice.

All terms of the provision entitled “License” shall survive the termination of this Agreement.

COMPLIANCE WITH LAWS

In connection with the creation and production of the Exhibit Materials and the Exhibit and
the collection of any information from any Attendee, Exhibitor shall be solely responsible for securing and maintaining compliance with any necessary permits, clearances, licenses, royalties, permissions, or other use restrictions associated with or required by the Exhibit Materials and the Exhibit, and for ensuring that no part of the Exhibit Materials and the Exhibit or any collection of Attendee information violates any federal, state, or local law, rule, or regulation, including but not limited to any licensing rules and regulations, or trademark or copyright rules and regulations.

Exhibitor further represents and warrants that it shall only play, stage, use, produce, or otherwise present (each a “Use”) music, content, images, likeness, or material, whether live or recorded, or other material or content of any kind or nature, that is licensed or owned by any other third party, or that otherwise has limited distribution rights (collectively “Licensed Material”) that has been appropriately licensed or other permission obtained as needed, in the form and format required by all licensing entities. In the event that Exhibitor Uses any Licensed Music in connection with the Exhibit or the Exhibit Materials produced hereunder, and fails to obtain any applicable permissions, releases, licenses, allowances, consents, authorizations, or other approvals (collectively “Permissions”), Exhibitors warrants, represents, and covenants that it shall assume the risk of any and all Claims, as defined herein, associated with any Use or failure to obtain the applicable Permissions.

To the extent applicable, Exhibitor shall obtain written waivers or consents from any subjects depicted or shown in the Exhibit Materials or the Exhibit, or related to the use of any Attendee information. Upon request, Exhibitor shall provide to ShowUp a copy of such forms or consents and a copy of any documents obtained or required in connection with the Licensed Materials or the Attendee information.

In addition to and not in lieu of the indemnification obligations hereunder, Exhibitor agrees to pay all royalties, license or use fees, charges, fees, penalties, claims or damages accruing or becoming due to any entity as a result of the use of any Licensed Material. This Section shall survive termination of this Agreement.

INDEMNIFICATION

Exhibitor, on behalf of itself, its officers, agents, employees, subcontractors, vendors, affiliates, and/or assigns (collectively the “Indemnifying Party”) agrees, at its own expense, to indemnify, defend, and hold harmless ShowUp, its affiliates, officers, agents, and employees (the “Indemnified Party”) against any demands, actions, suits, damages, settlements, judgments, costs, liabilities, losses, claim, and expenses, including reasonable attorneys’ fees and costs, of whatever kind or nature (collectively “Claims”) incurred by the Indemnified Party, as a result of (a) the Indemnifying Party’s willful misconduct or negligence in performing its obligations under this Agreement; (b) the inaccuracy or breach of any of the covenants, representations, and warranties made by the Indemnifying Party in this Agreement, including without limitation any breach or failure to comply with the “Compliance with Laws” Section set forth herein; or (c) any other violation of any federal or state law, rule or regulation, including, without limitation, laws, rules, and regulations associated with the use and distribution of personal information, labor or employment laws and regulations, patent law, copyright law, trade secrets, or licensing requirements.

Exhibitor further agrees to indemnify and hold harmless ShowUp, its agents, and employees against any and all Claims arising in any way from or related in any way to any Use of Licensed Materials by Exhibitor on behalf of ShowUp, including without limitation any Claims associated with the failure to obtain any Permissions (collectively “Licensed Materials Claims”), and to defend, at its own expense any and all such Licensed Materials Claims.

The Indemnifying Party shall promptly notify the Indemnified Party of any Claims, including Licensed Music Claims, of which Indemnifying Party is aware. In the event of any proceeding against the Indemnified Party by any regulatory agency, whether private or public, or in the event of any court action or demand questioning any materials prepared by the Indemnifying Party on the Indemnified Party’s behalf, including without limitation the Exhibit Materials, if required by the Indemnified Party, the Indemnifying Party shall assist in the preparation of the defense of such action or proceeding and fully cooperate with the Indemnified Party in the event of any action.

The obligations hereunder shall survive termination of this Agreement.

RELEASE

EXHIBITOR HEREBY AGREES IT SHALL RELEASE, WAIVE, DISCHARGE AND FURTHER COVENANTS THAT IT SHALL NOT SUE SHOWUP, ZEN ONE SIX NINE LIMITED, MEMBERS, ATTENDEES, OR SHOWUP’S AFFILIATES, OR ANY OTHER PARTICIPANT AT, HOST OR SPONSOR OF THE EVENT, OR THE OFFICERS, DIRECTORS, AND EMPLOYEES OF SHOWUP OR ITS AFFILIATES (COLLECTIVELY, THE “RELEASEES”), FROM AND FOR ANY LIABILITY RESULTING FROM ANY PERSONAL INJURY, ACCIDENT OR ILLNESS (INCLUDING DEATH), AND/ OR PROPERTY DAMAGE OR LOSS, INCLUDING THE LOSS OR DESTRUCTION OF ANY PERSONAL PROPERTY OR EQUIPMENT, HOWEVER CAUSED, ARISING FROM, OR IN ANY WAY RELATED TO, THE EXHIBIT OR THE VIRTUAL EVENT, EXCEPT FOR SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF THE ABOVE RELEASEES, AS APPLICABLE. This provision shall survive termination of this Agreement.

FORCE MAJEURE

The performance of this Agreement by ShowUp is subject to acts of God, war, government regulation, disaster, strikes, civil disorder, curtailment of transportation facilities, disruption of telecommunications or internet services, or other emergencies making it impossible, inadvisable, or illegal to complete the Event (a “Force Majeure Event”). If ShowUp must cancel this Agreement due to a Force Majeure Event, ShowUp will reschedule the event and arrange for a makeup exhibit at no additional cost Exhibitor.

LIMITED LIABILITY DISCLAIMER

SHOWUP’S FULL AND MAXIMUM LIABILITY HEREUNDER SHALL BE THE FEE PAID HEREUNDER. IN NO EVENT SHALL SHOWUP, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES, BE LIABLE FOR ANY CLAIM FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION: PUNITIVE, EXEMPLARY, OR AGGRAVATED DAMAGES; DAMAGES FOR LOSS OF PROFITS OR REVENUE; FAILURE TO REALIZE EXPECTED SAVINGS; EVEN IF SHOWUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE OBLIGATIONS HEREUNDER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

RELATIONSHIP OF THE PARTIES

ShowUP and Exhibitor agree that this Agreement is not intended to create any partnership, agency, joint venture, or employer/employee relationship of any kind; both parties agree not to contract any obligations in the name of the other or to use each other’s credit in conducting any activities under this Agreement. The parties agree that exhibiting as part of the Virtual Expo does not constitute ShowUp’s official endorsement, guarantee, acceptance, or approval of Exhibitor, its services, products, programs, or activities

TERM AND TERMINATION

This Agreement is effective as of the date of last signature, and will terminate (i) upon conclusion of the post promotion of the Event, or (ii) upon the occurrence of a material breach (including failure to make timely payments) by either party if such breach is not cured within ten (10) days after written notice of such breach is received, or (iii) upon thirty (30) days’ notice by ShowUp to Exhibitor, with or without cause. Upon any termination of this Agreement, all rights, and privileges for use of the other party’s Intellectual Property shall expire and each party shall discontinue the use of the other party’s Intellectual Property.

ShowUp may postpone or reschedule the Event for any reason. Exhibitor acknowledges and agrees that in such an event, the Agreement shall remain in full force and effect for the new Event dates, which will be announced as soon as possible.

INTERPRETATION AND APPLICATION OF TERMS AND CONDITION

All matters and questions not specifically covered by these Terms and Conditions, are subject to the decision of the ShowUp Management Committee comprised of Bob Cooney, Master of Ceremonies, Kylie Savage, Chief Experience Officer, and Chris Albaugh, Director of Operations.

DATA PROTECTION

For the purposes of this Agreement, the following terms shall have the following meanings: (i) “Privacy Legislation” means all laws and regulations, including (without limitation) the laws and regulations of the European Union, the European Economic Area and their member states, which are applicable to the processing of Personal Data under this Agreement, including (without limitation) the EU General Data Protection Regulation (2016/679) (“GDPR”); and (ii) “Data Controller”, “Data Subject(s)” and “Personal Data” each have the meanings given to them in the GDPR.

The parties acknowledge and agree that each party shall be a separate Data Controller in respect of the Personal Data received from the other party and processed in relation to this Agreement and each party shall be responsible for its compliance with the Privacy Legislation. The parties shall process the Personal Data received from the other party in accordance with its applicable privacy notice and the Privacy Legislation.

Should Exhibitor transfer Personal Data to ShowUp, ShowUp represents, warrants and guarantees that (i) the Personal Data has been collected in strict compliance with the applicable Privacy Legislation; (ii) it has properly notified the Data Subjects concerned that their Personal Data may be transferred to third parties including ShowUp; and (iii) Exhibitor has all necessary rights to transfer the Personal Data to ShowUp and such transfer of the Personal Data is and shall be in compliance with the applicable Privacy Legislation.

Exhibitor agrees and acknowledges that any data other than Personal Data, which ShowUP has obtained from Exhibitor, may be freely shared with and transferred to ShowUp and ShowUp’s affiliates and any third party for commercial purposes unless Exhibitor has specified to the contrary in writing stating what data may not be so shared or transferred.