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Terms and Conditions

Exhibitor & Sponsor

ANIME EXPO®  2018 EXHIBITORS & SPONSORS SCHEDULE A: STANDARD TERMS AND CONDITIONS:

  1. Defined Terms. By contracting to rent an exhibit booth space or an EMO at Anime Expo® (“AX”) 2018, you agree to abide by these Standard Terms and Conditions (the “Standard Terms”). The “Event” means Anime Expo®, currently scheduled July 5 through July 8, 2018 (“Event Dates”) at the Los AngelesConvention Center (“Event Facility”). The Event is owned, produced, and managed by The Society for the Promotion of Japanese Animation (“SPJA”). “SPJA” means SPJA and its authorized representatives. “Exhibitor/Sponsor” means: (i) the exhibitor and/or sponsor, (ii) the exhibitor’s or sponsor’s company, (iii) those staffing the Exhibitor’s/Sponsor’s booth or acting on Exhibitor’s/Sponsor’s behalf with regard to the Event; (iv) any other entity or person that applied for exhibit space rental or an EMO and signed this contract for exhibitor and/or sponsor; and (v) each of exhibitor’s and/or sponsor’s owners, officers, directors, members, shareholders, employees, contractors, agents, representatives, and invitees.” Exhibitor Service Manual” (“ESM”) are rules and regulations for Exhibitors. “Minor” means a person under 18 years old. Exhibitor/Sponsors are solely responsible for verifying age where applicable.
  2. Youth Protection Policy. (a) All personnel who will be present at the Event on Exhibitor/Sponsor’s behalf must read SPJA’s Youth Protection Policy (“YPP”), and all such personnel are strongly encouraged to view the YPP training videos. Both the Youth Protection Policy and the YPP training videos are at: http://www.youthprotectionportal.org/ (b) Although not required, Exhibitor/ Sponsor is strongly encouraged to conduct criminal background checks on all personnel who will be present at the Event on Exhibitor/Sponsor’s behalf. No one may attend the Event who is disqualified under YPP Section 5, “Disqualifying Criteria”.
  3. Contract Acceptance & Remedies. This contract shall become binding and effective when fully executed by both Exhibitor/ Sponsor and SPJA. If Exhibitor/Sponsor violates this Agreement, the Standard Terms, the Youth Protection Policy, or if Exhibitor violates any of the Exhibitor Services Manual, SPJA may, in its sole discretion and without limiting any of its other remedies, close an exhibit, remove an EMO, withdraw acceptance of this Agreement, or refuse to permit Exhibitor/ Sponsor to participate in future events.
  4. Qualifications of Exhibitor/Sponsor. SPJA, in its sole discretion, has the right to determine whether a prospective Exhibitor/Sponsor 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 Exhibit/Sponsor application means that the Exhibitor/Sponsor has been deemed eligible to participate.
  5. Payment Terms. (a) Exhibitor must pay one hundred percent (100%) of the total exhibit fee immediately upon signing this application; (b) For all EMOs before June 1st, fifty percent (50%) of the total fee is due immediately upon signing and the remaining fifty percent (50%) is due no later than thirty (30) days after Sponsor’s receipt of confirmation of the EMO. After June 1st, one hundred percent (100%) of the total fee is due immediately upon signing. (c) Checks shall be payable to SPJA. Please note in the memo “AX 2018 Exhibit Hall/EMO”. All fees paid are non-refundable and non- transferable, except as set forth in Section 30 (Cancellation by Exhibitor/Sponsor).
  6. Exhibitor/Sponsor’s Failure to Pay. (a) If Exhibitor/Sponsor fails to make any payment required by that payment’s deadline, SPJA may terminate the Agreement and Exhibitor’s 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/Sponsor shall remain liable for the full payment for the Exhibit or EMO; (b) Applications will not be accepted unless an Exhibitor/Sponsor has complied with all past financial obligations to date with respect to SPJA; (c) SPJA reserves the right at its discretion to refuse Exhibitor/ Sponsor permission to move in and set up an exhibit or EMO if any payment due to SPJA is in arrears; (d) 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/ Sponsor from any liability hereunder; (e) Releasees 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/Sponsor under this contract, if any, to offset any other debt or obligation that Exhibitor/Sponsor owes to SPJA, whether or not such indebtedness arises from this Agreement.
  8. Assignment of Exhibit/EMO Space. SPJA has the sole discretion to assign Event exhibit and EMO 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/ Sponsor to another location prior to or during the Event. However, a fully paid EMO shall be installed at the location designated on the EMO Agreement unless Sponsor agrees to such relocation, unless relocation is required to protect the safety or security at the Event.
  9. Exhibit Space Occupancy. SPJA has sole discretion to designate hours and dates for installing, occupying, and dismantling exhibits and EMOs. 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/Sponsor 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 30 (Cancellation by Exhibitor/Sponsor).
  10. Exhibitor/Sponsor Badges. Exhibitor/Sponsor shall receive complimentary badges as set out in the Exhibitor or Sponsor/EMO Application. Parking vouchers or passes are not available at all.
  11. Exhibitor Kit & ESM. Before the Event, SPJA will send an Exhibitor’s Kit to the Exhibitor Contact listed on the first page of the Agreement. If Exhibitor does not receive an Exhibitor’s Kit by May 31 before the Event, Exhibitor is solely responsible for requesting one. The “Exhibitor’s Kit” will include information essential to participation in the Event, including but not limited to Exhibitor Services Manual (ESM), official contractor order forms, registration, shipping and drayage, utilities and building services, exhibitor display rules, and move- in/move-out schedules. SPJA may amend, revoke, or adopt Exhibitor Services Manual from time-to-time, upon three (3) hours’ notice to Exhibitor, or without notice if the Exhibit Facility changes its rules and regulations without advance notice to SPJA. Exhibitor Services Manual (whether or not included in an Exhibitor’s Kit) are incorporated here fully by reference. All information containing terms and conditions provided to Exhibitor/Sponsor by SPJA shall be deemed fully read and Exhibitor/Sponsor shall thereby be bound. Whether or not in the ESM, Exhibitor/ Sponsor shall abide by all SPJA Policies posted on www.anime-expo.org.
  12. Conduct at Event. Exhibitor/Sponsor 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. Live animals, nudity, partial nudity, carnival-type attraction, and gambling are prohibited. Advertising distributions must be made only from within an Exhibit booth or EMO. The aisles, passageways, and overhead spaces remain strictly 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’s booth or otherwise acting as its representative or agent with regard to the Event must remain within the Exhibitor’s booth while working. Exhibitor’s displays must be arranged so that booth visitors do not block aisles. Entertainment or advertisements outside an Exhibit booth orEMO are prohibited.
  13. Sound Policy & Excessive Noise. Controlled mechanical reproduction of sound or music is permitted. Sound must not be projected outside the exhibit booth or EMO. SPJA has the sole discretion to determine acceptable noise levels, with a maximum noise level of 85 decibels. Exhibitor/Sponsors 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. Exhibitor/Sponsor shall comply with any request by SPJA, the Exhibit Facility, or the City to discontinue any such sound or music. If SPJA, in its sole discretion, finds Exhibitor/Sponsor in violation of this sound policy, SPJA may: (a) on first violation, give Exhibitor/Sponsor a written warning; (b) if a second violation occurs, disconnect Exhibitor/Sponsor’s power for the remainder of the Event, and Exhibitor/ Sponsor shall not be entitled to any refund or reimbursement whatsoever. If the SPJA has disconnected the Exhibitor/Sponsor’s power for a sound violation at a prior event, SPJA may immediately disconnect the Exhibitor/ Sponsor’s power for the remainder of the Event upon Exhibitor/ Sponsor’s first sound violation. SPJA may, at its sole discretion, require separate, binding agreements with sound policy violators to review and approve sound policy, violators’ exhibit space design, and other related issues before sound policy violators are permitted to book space in future events.
  14. Fire and Safety Laws. Exhibitor/ Sponsor shall comply with all federal, state, and local fire and safety laws at all times. Exhibitor/Sponsor is solely responsible for ensuring its compliance with such laws.
  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 art work. Exhibitor/Sponsor represents and warrants that its exhibit booth and/or EMO shall not contain, display, sell, distribute or make available any Infringing Content, and that the Exhibitor/Sponsor 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 in writing. SPJA may require Exhibitor/Sponsor to produce Exhibitor/Sponsor’s written license or authorization to display, reproduce or distribute materials in Exhibitor/Sponsor’s booth, and Exhibitor/Sponsor shall keep such written licenses and authorizations in the booth at all times. If such authorization is not produced upon SPJA’s request, SPJA may, without further warning and without incurring any liability whatsoever, require Exhibitor/Sponsor to remove it from the premises, eject the Exhibitor/Sponsor from the Event, and/or disqualify Exhibitor/ Sponsor from participating in future Events. SPJA shall not be liable for any Infringing Content, or failure to discover or remove such content.
  16. Weapons and Adult Material. No firearms may be sold at the Event. Exhibitor/Sponsor shall ensure that no weapons or adult material will be displayed, offered, or sold to or handled by a Minor. Exhibitor/Sponsors may only sell weapons that are in a box sealed in a manner approved by the SPJA. Exhibitor/Sponsor shall comply fully with all municipal codes and federal and California laws, regulations, and licensing requirements applicable to the sale of weapons, including generally prohibited weapons laws. Adult materials must be draped or otherwise not visible or accessible to Minors. SPJA has the sole discretion to determine whether adult materials are properly concealed from Minors, and may require Exhibitor/Sponsor to further conceal adult materials, or to separate the exhibition of adult materials from the general exhibition space. SPJA may require that Exhibitor/Sponsor immediately remove all weapons or adult materials from the premises. All Exhibitor/ Sponsors displaying or selling weapons or adult material must display signage approved by the SPJA that specifies all the requirements for purchase of weapons or adult materials. The sign must be approved by the SPJA prior to the Event and the sign must be visible at all times during the Event. If a sign is not on display, the SPJA may, in its sole discretion, provide the Exhibitor/ Sponsor with a sign for which the Exhibitor/ Sponsor must immediately pay the SPJA. The SPJA may require the immediate removal of any Exhibitor/ Sponsor that fails to comply with this Section. If SPJA removes or restricts an exhibit that SPJA considers to be objectionable or inappropriate, no refund will be due to Exhibitor/Sponsor.
  17. Credit Card Acceptance. In the event Exhibitor/Sponsor accepts credit cards for payment in the Exhibit Hall (“Credit Card Taker”), Credit Card Taker will, in the course of such credit card payment services, come into possession of Personal Information of individuals who pay with credit cards (“Cardholder(s)”). “Personal Information” means information that identifies or can be used, alone or in combination with other information to identify an individual. “Cardholder Data” shall have the meaning given to it by the Payment Card Industry Data Security Standard then applicable to the credit card industry (“PCI DSS”). Credit Card Taker agrees to treat Personal Information of Cardholders gathered by it or provided to it in accordance with all applicable laws and to treat Cardholder Data in accordance with PCI DSS. 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. Nothing herein limits Credit Card Taker’s use of Personal Information (and other information) relating to Cardholders for any lawful purpose, provided, that Credit Card Taker agrees not to sell such Personal Information 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 Exhibitor 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 to (714) 937-2994 and by email to: anne.kim@spja.org, finance@spja.org, and brooke@50Balmy.com. 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 Information 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/Sponsor failing to comply with this section or other PCI requirements.
  18. Event Listings, Promotions, & Live Simulcasts. Exhibitor/Sponsor 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 and may “live” simulcast portions of it (“Promotional Purposes”). Exhibitor/Sponsor gives SPJA permission to take still photographs and moving sound and audiovisual recordings of Exhibitor’s booth space, EMO, 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, Exhibitor/Sponsor’s Public Displays in SPJA Event programs, listings and other SPJA promotional materials including Live Simulcasts of the Event. For Promotional Purposes, Exhibitor/Sponsor expressly grants to SPJA a 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/Sponsor 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/ Sponsor from any program, listing, or promotional 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/Sponsor grants SPJA the right to simulcast “live” Exhibitor/Sponsor’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 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.
  19. Trademarks and Logos. SPJA reserves all right, title, and interest in all SPJA trademarks and logos (the “Marks”), including but not limited to: ANIME EXPO; AX; SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION; SPJA; PROJECT ANIME; PA; A LOUNGE 21; and the SPJA mascots, such as Max. 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/Sponsor shall have no right to use the Event logo, trademark, service mark, or any other intellectual property rights of SPJA, and shall not reproduce SPJA’s Marks on products, merchandise, or commercially unless such rights are provided separately in writing. Exhibitor/Sponsor shall neither directly or 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/ Sponsor may use the Marks only in the form, style, and type prescribed by SPJA.
  20. Care of Event Facility. Exhibitor/ Sponsor shall promptly pay for any and all damages caused by Exhibitor/Sponsor to the Event Facility or associated facilities, booth equipment, or the property of others. Exhibitor/Sponsor agrees that no food or drink may be sold by Exhibitor/Sponsor in the Event Facility or otherwise. If Exhibitor/Sponsor is permitted by SPJA to give away free samples of food or drink, Exhibitor/Sponsor will be bound by and will follow the Event Facility’s, City regulations, and all applicable food handling and other laws with regard to such samples. SPJA reserves the right to cause Exhibitor/ Sponsor to immediately cease all distribution of food and drink, even free samples, at SPJA’s sole discretion.
  21. Permits and Taxes. Exhibitor/Sponsor 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. Sponsors who merely provide materials for display at or in connection with the Event and nothing more are not required to obtain Permits. Exhibitor/Sponsor 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.
  22. Insurance. Exhibitor/Sponsor 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/ Sponsor’s activities at the Event and materials provided to the SPJA for the Event, and the minimum coverage acceptable shall be not less than $1 million per occurrence/$2 million aggregate. The Yen equivalent is acceptable. Exhibitor/Sponsor will provide SPJA with a Certificate of Insurance at least sixty (60) days prior to the Event. Such insurance must name the SPJA and the Event Facility and its operators as additional insured, in accord with sample language available from SPJA. The insurance shall cover the full period of occupancy at the Event Facility by the Exhibitor/Sponsor, its agents, servants, representatives, employees, guests, and/or invitees.
  23. Exhibitor/Sponsor Risk Assumption. Exhibitor/Sponsor expressly assumes all risks and liabilities arising from or related to Exhibitor/Sponsor’s participation, acts or omissions at the Event, including without limitation, all risks of harm or loss of any kind suffered by anyone attending, producing, organizing or affiliated with the Event, the Exhibit Facility, and the City of Los Angeles (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/Sponsor is solely and exclusively responsible for its property and any theft, damage, or other loss to Exhibitor/Sponsor’s property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by an insurer). The SPJA, the Exhibit Facility, and the City of Los Angeles (collectively, the “Releasees”) have no responsibility or liability, nor is a bailment created, for property delivered by or to Exhibitor/Sponsor.
  24. Release and Indemnification. Exhibitor/Sponsor 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, sponsors, 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/Sponsor’s participation in the Event. This Section applies to, without limitation: (a) any debt owed by Exhibitor/ Sponsor or breach by Exhibitor/Sponsor of any agreements, covenants, promises or other obligations to third parties; (b) any matter for which Exhibitor/Sponsor 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. Exhibitor/Sponsor shall not settle or compromise any claims against any Releasee without that Releasee’s prior written consent.
  25. Waiver. Exhibitor/Sponsor 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/Sponsor acknowledges and agrees that it is assuming any risk of such unknown facts and such unknown and unsuspected claims.Exhibitor/Sponsor 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/Sponsor knowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law, or rule of similar effect. This release does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, to the fullest extent permitted by law.
  26. 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/Sponsor for exhibit space rental or any EMO 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.
  27. 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/ Sponsor shall provide Exhibitor/Sponsor’s own tools and equipment, unless SPJA has committed to provide services under the Sponsorship/ EMO Agreement. Each party is responsible for conducting its own business.
  28. Compliance with Laws. Exhibitor/ Sponsor shall comply with all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Event Facility (including, without limitation, copyrights, trademarks, and any union labor work rules, and PCI compliance). Noncompliance with this Section may result in immediate removal of the Exhibitor/Sponsor.
  29. Export Control Laws. Exhibitor/ Sponsor shall not violate or cause SPJA to be in violation of Export Control Law.
  30. Cancellation by Exhibitor/Sponsor. Exhibitor/Sponsor 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 notice is received before March 1, 2018 (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/Sponsor. If SPJA receives such notice on or after March 1, 2018, or if Exhibitor fails to staff its booth through the end of the Event or otherwise forfeits its booth for violating this contract, or if Sponsor fails to provide the materials required for its EMO on time, then one hundred percent of the contracted amount cancelled is due and non-refundable. On cancellations received after the Cancellation Date, SPJA may retain all payments already received, and the remaining balance due on the cancellation must be received by SPJA WITHIN FIFTEEN DAYS OF THE CANCELLATION, regardless of whether SPJA resells or otherwise reassigns canceled or forfeited exhibit space or EMOs. SPJA reserves the right to resell or otherwise reassign canceled or forfeited exhibit space and EMOs.
  31. Restriction or Termination by SPJA. SPJA may restrict or remove any exhibit that SPJA, in its sole discretion, believes is objectionable, inappropriate or illegal. If SPJA restricts or removes such an exhibit or EMO, no refund will be due to Exhibitor/Sponsor. SPJA may also terminate this contract effective upon written notice of termination if Exhibitor/Sponsor (1) breaches any of its obligations under the contract 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.
  32. 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 or any other reason, or changes the Event dates to dates that are not within thirty (30) days of the Event’s originally scheduled date, and Exhibitor does not wish to participate in a rescheduled Event, SPJA shall refund Exhibitor/Sponsor for payments made to date, less any costs and expenses that SPJA incurred as of the cancellation, which shall be deemed full satisfaction of SPJA’s liabilities to Exhibitor/ Sponsor. 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/Sponsor. SPJA is not required to cancel or relocate the Event, or make any refunds, if the Event Facility is under construction.
  33. 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, acts of war or terror, labor disputes, weather, earth- quakes, fires, failure of power or utilities, government acts, curtailment of transportation facilities preventing or unreasonably delaying the Event, unavailability of the Exhibit Facility, or other cause. Thereupon, this Agreement may be terminated or the Event may be moved to another appropriate location, at the sole discretion of SPJA, and Exhibitor/Sponsor hereby waives any claim for any damages or compensation.
  34. Non-Discrimination. Exhibitor/ Sponsor represents and warrants that it does not discriminate in employment, hiring, participation, accommodations, or provision of services on any illegal grounds. Exhibitor/Sponsor shall construct its exhibits to comply with the Americans with Disabilities Act and related laws.
  35. Reporting Obligations & Data. Exhibitor/Sponsor 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 “sunshine” or other disclosure laws and regulations that now or may in the future apply to SPJA as a nonprofit organization. SPJA shall be entitled to rely upon data, information, and representations provided by Exhibitor/ Sponsor. Exhibitor/Sponsor shall correct and report any errors to SPJA.
  36. RFID Technology. SPJA may use RFID technology for attendees at the Event. Exhibitor/Sponsor may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA OR EVENTBRITE WILL NOT 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).
  37. Governing Law. This Agreement is governed by the laws of California and U.S. intellectual property laws. Exhibitor/ Sponsor agrees that the courts located in Los Angeles, 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/Sponsor shall reimburse SPJA for all fees and costs of the suit, including reasonable attorneys’ fees.
  38. 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. This Agreement (including the Exhibitor Services Manual, the Exhibitor’s Kit, the Youth Protection Policy, and SPJA Policies on www.anime- expo.org) are the entire agreement of the parties on the subject matter hereof. Any amendment or modification to this contract must be in writing and signed by both parties. Exhibitor/Sponsor may not assign this contract or any right hereunder, or sublet or license all or any portion of its exhibit space without the SPJA’s prior written consent.
  39. 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, the Exhibitor’s Kit, the YPP, and any schedules) shall be binding upon Exhibitor/ Sponsor’s heirs and successors, and constitutes the entire agreement between Exhibitor/Sponsor and SPJA. SPJA’s obligations are expressly conditioned upon Exhibitor/Sponsor’s full performance of this Agreement including, without limitation, payment and actual participation in the Event as an Exhibitor/Sponsor