EXHIBITOR TERMS AND CONDITIONS

1. Exhibit License. Upon and subject to Organizer’s acceptance of this Agreement and Exhibitor’s full payment of the Fees by the Due Date, Organizer grants Exhibitor the right to occupy the Exhibit Space (“Space”) during the Event. Subletting or sharing of the Space is prohibited. 

2. Payments. Exhibitor agrees to pay the Fees by the Due Date set forth on the order form. If Exhibitor fails to pay the Fees by the Due Date, this Agreement shall automatically terminate, and the Space reservation will be released. All Fees are nonrefundable.. If Exhibitor’s Space remains unoccupied at the start of the opening day of the Event, Organizer will have the right, in its sole discretion, to license such Space to any other Exhibitor, or otherwise use such Space in any manner that Organizer chooses.

3. Cancellations. In the event that Exhibitor wishes to cancel some or all of its allotted Space, Exhibitor may request and Organizer may permit such cancellation, but only with the following understandings: (i) all cancellations must be requested in writing and addressed to Organizer, (ii) Organizer is not required to refund any portion of monies previously paid by Exhibitor, and (iii) Exhibitor nevertheless agrees to pay the full Fees based on the original Space before such cancellation will become effective. If Organizer grants such cancellation, Organizer assumes no responsibility or liability for having included the name of Exhibitor in the Event catalog, brochures, news releases, website, or other materials. Upon cancellation of this Agreement, Organizer may (without prejudice to any other available remedy) resell the Space in any manner as Organizer deems advisable in its sole discretion, without any obligation to Exhibitor.

4. Exhibitor Materials. Only items which are, in the Organizer’s sole discretion, within the scope of the Event may be exhibited, displayed or made available at the Space. Organizer reserves the right to prohibit an exhibit or part of an exhibit that, in Organizer’s sole discretion, may detract from the character or nature of the Event. Exhibitor and Exhibitor’s materials will not be permitted to interfere with any other exhibits, the Event itself, access to exhibits, or the free use of aisles. Exhibitor is prohibited from distributing (i) literature, souvenirs, or other items from outside the boundaries of Exhibitor’s Space, and (ii) literature, souvenirs, or other items that are not Exhibitor’s own materials. Exhibitor will not display or distribute libelous, obscene or offensive materials. Exhibitor may photograph, video or record solely Exhibitor’s own Space and is prohibited from taking photographs, video or otherwise recording other exhibits or aspects of the Event without Organizer’s prior approval. These prohibitions apply before, after, and during Event hours. All demonstrations and the distribution of promotional materials must be in accordance with this Agreement. Distribution of food or promotional giveaways must be approved in writing in advance of the Event by Organizer. Exhibitor agrees to deliver to Organizer all materials reasonably required for the performance of this Agreement, including but not limited to, an electronic copy of Exhibitor's logo, in a format and within the deadlines set by Organizer. Exhibitor understands and agrees that after initial proofing of Organizer’s use of Exhibitor's logo, any modification or revision of Exhibitor's logo, trade name, or trademark in Exhibitor’s materials is at the sole responsibility and direct cost of Exhibitor.

5. Name, Likeness and Certain Other Rights. Exhibitor hereby grants Organizer the non-exclusive and royalty free right, solely in connection with the Event (including in any form of media created by Organizer) to (i) use Exhibitor’s name and logo, (ii) photograph Exhibitor’s Space, and any of its personnel, representatives and visitors attending the Event, and use such photographs in connection with the Event, including in advertising and promoting the Event, and (iii) photograph, record in audio, video or other format, transcribe, accurately summarize, and otherwise document Exhibitor’s participation in the Event, and the right to copy, display, and distribute the same throughout the world in all media now known or hereafter developed.

6. Copyrighted Material. Exhibitor agrees not to display, play, broadcast, perform, or distribute any copyrighted material owned by others without first obtaining (at its own expense) all necessary rights and licenses and paying in full all required royalties or other fees. Organizer reserves the right to remove any Exhibitor material incorporating copyrighted material for which such Exhibitor fails to timely provide sufficient evidence of authorization. Organizer also reserves the right to revoke the Space in case of such copyright infringement.

7. Soliciting/Social Functions. Exhibitor is prohibited from distributing items at the Event other than as provided for in the Space. Canvassing at any time during the Event or distribution of advertising matter, souvenirs, or any other items whatsoever by anyone who is not a paid Exhibitor is strictly forbidden. Provided the Exhibitor has obtained prior written permission from Organizer, Exhibitor may conduct social functions in public areas of the Event venue, host hotel, or other properties in the vicinity of the Event as long as such functions do not conflict with or disrupt in any manner, any scheduled Event programs or activities. 

8. Exhibitor Personnel. Specialists qualified to discuss Exhibitor's products must be present during Event hours. Exhibitor will conduct itself and will require its personnel and representatives to conduct themselves at all times during the Event in accordance with customary standards of decorum and good taste. Personnel and Space are prohibited from detracting or disrupting the Event.

9. Liability. All Exhibitor materials and other items brought into the Event by the Exhibitor or its personnel, agents and representatives are the sole responsibility of and at the sole risk of Exhibitor. Exhibitor assumes full responsibility and liability for the actions of its personnel,

agents, representatives and guests. Anyone visiting, viewing, or otherwise participating in Exhibitor’s Space is deemed to be the guest of Exhibitor while doing so, and not the invitee, licensee, or guest of Organizer. Organizer and its affiliates, agents and representatives will not be responsible for any injury, loss, or damage to Exhibitor or to Exhibitor’s personnel, representatives, or guests, or any of their property.

10. Insurance. Exhibitor will at all times maintain in force insurance with a reputable insurance company sufficient to cover the liabilities of Exhibitor under this Agreement, including, without limitation, commercial general liability insurance with a coverage limit of not less than $1

million per occurrence. The amount and scope of such insurance must be reasonably satisfactory to Organizer. As a condition to its participation in the Event, Exhibitor will provide Organizer with a certificate of insurance verifying that the required insurance is and will remain in place for the duration of the Event and naming Organizer and the Event venue as additional insureds.

11. No Warranty. Organizer does not make any representation or warranty (express or implied) as to the Event. Without limiting the generality of the foregoing, Organizer makes no representation or warranty as to the number of Event attendees or as to the presence, absence or location of any other Exhibitor. 

12. Rights of Use. Exhibitor represents and warrants that it holds the necessary rights to permit the use of the advertising material and any material to which users can link through the advertising facilitated by Organizer, and that the use, reproduction, distribution, or transmission of the advertising material, and any material to which users can link through the advertising, will not violate any laws or any rights of any third parties, including infringement of the copyright or other intellectual property rights of third parties. 

13. Remedies. If Exhibitor fails to make any payment when due or otherwise breaches any provision of this Agreement or any other agreement between Organizer and Exhibitor, Organizer will have the right to exercise any one or more of the following remedies (subject to

any applicable cure period provided in the next sentence): (i) cancel the Agreement in whole or in part; (ii) revoke the Space or any portion of such Space, (iii) seek monetary damages or to have any provisions of the Agreement specifically enforced; and/or (iv) exercise any other remedy available at law or equity. Organizer may exercise such remedies: (i) immediately as to any breach occurring during the Event, and (ii) if any other breach is not fully cured within 5 days after Organizer gives Exhibitor written notice of such breach. In addition to its other rights and remedies, Organizer may retain all monies received from Exhibitor as liquidated damages, it being understood that Organizer’s losses and damages from Exhibitor’s breach of the Agreement are difficult to ascertain and that the agreed liquidated damages are not intended and may not be construed as a penalty.

14. Limitation of Liability. ORGANIZER WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOST PROFIT, LOST OPPORTUNITY OR LOST GOODWILL, EVEN IF ORGANIZER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ORGANIZER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY EXHIBITOR HEREUNDER.

15. Indemnity. Exhibitor agrees to defend, indemnify, and hold harmless Organizer, the Event venue (if applicable), and their respective affiliates, personnel and representatives from and against all expenses, costs, claims, losses, damages and liabilities (including but not limited

to reasonable attorneys’ fees), resulting directly or indirectly from (i) any actions or omissions of Exhibitor and/or its personnel, agents and representatives that are negligent, wrongful or constitute a breach of this Agreement, or (ii) claims that the display, broadcast, performance,

distribution, or publication of any advertising materials or other Exhibitor materials for the Space violates the intellectual property, privacy or other rights of any third party.

16. Force Majeure. Organizer will not be liable for failure to perform its obligations under this Agreement as a result of strikes, riots, acts of God, failure of the Internet, health epidemics, or any other cause beyond its control. As applicable, if the Event venue is damaged or destroyed

by fire, the elements, or any other cause, or if circumstances make it unreasonable or impractical for Organizer to permit Exhibitor to occupy the Space during all or any part of the Event, then during such circumstances Exhibitor agrees to accept in complete settlement and discharge of all claims against the Organizer a refund of the amount paid by Exhibitor as of the date of the force majeure event. Due to force majeure or otherwise, Organizer reserves the right to cancel, re-name, or relocate the Event or change the dates

on which it is held. If Organizer relocates the Event, or changes the dates for the Event to dates that are not more than thirty (30) days earlier or later than the dates originally scheduled, no refund will be due to Exhibitor.

17. Arbitration. Any legal dispute relating to or arising from this Agreement or the Event will be settled exclusively and finally by confidential and binding arbitration conducted in Portland, Oregon, before a single arbitrator using the rules of Arbitration Service of Portland, Inc.

18. Compliance with Law; Taxes and Licenses. Exhibitor will comply with all Federal, state and local laws and regulations, union rules, regulations and requirements, and rules of the Event venue, in each case applicable to Exhibitor, including but not limited to all laws and

regulations governing accessibility or data protection. Exhibitor will be responsible for obtaining any licenses or permits required for Exhibitor’s activities at the Event or for the Program. Exhibitor will be responsible for obtaining any tax identification numbers and paying all

applicable taxes, license fees, use fees, or other charges (including but not limited to value added tax and sales tax, if any) in connection with Exhibitor’s activities related to the Event or the Programs.

19. Other Matters. The Event and the Site is managed by the Organizer. Nothing in this Agreement will create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, policies, assurances, warranties, representations and understandings between them, whether written or oral, relating to the Space. This Agreement may not be modified or amended except in writing signed by each party, and no provision of this Agreement will be deemed waived by the Organizer unless such waiver is in writing signed by the Organizer. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement may be assigned by Organizer but may not be assigned by Exhibitor without Organizer’s prior written consent. This Agreement may be executed in two or more counterparts, including by facsimile or electronic copy, each of which will be deemed to be an original, but which together will constitute one and the same instrument. Headings in this Agreement are for convenience only and may not be used to interpret or define the provisions of this Agreement. Exhibitor's signature below signifies that Exhibitor has read, understands, and agrees to be bound by all the terms and conditions in this Agreement. Also, by signing below, Exhibitor acknowledges that if Exhibitor has deemed it necessary or desirable, Exhibitor has raised and obtained satisfactory answers to any questions about the clarity, legibility or readability of this Agreement. The undersigned represents that he/she is authorized to execute this Agreement on behalf of Exhibitor and to bind Exhibitor to perform its obligations under this Agreement.