| Terms and
Conditions
1. EXHIBITOR is solely
responsible for the information and material ("CONTENT")
supplied by EXHIBITOR to GEORGE LITTLE MANAGEMENT, LLC
("GLM"), and except as otherwise provided herein, GLM will
exercise no editorial control over such CONTENT.
2. If EXHIBITOR wishes to make
modifications to the product or changes to the services agreed to
herein, such modifications and/or changes will be made upon
the mutual written agreement of EXHIBITOR and GLM, which shall include
agreement regarding changes in fees and/or expenses.
3. Subject to all other terms
and conditions of the Agreement, GLM warrants that the trade show site
will be available for access for the period set forth in Paragraph 8 on
a commercially reasonable basis, but GLM MAKES NO WARRANTIES, AND
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
THAT OPERATION OF THE TRADE SHOW SITE WILL BE UNINTERRUPTED OR
ERROR-FREE. GLM will promptly correct any deficiencies or errors in the
trade show site discovered by GLM or of which GLM has been notified by
EXHIBITOR, which prevent the trade show site from being available for
access on a commercially reasonable basis. Notwithstanding the
foregoing, GLM shall not be responsible for any deficiencies or errors
caused by the CONTENT, nor for any deficiencies or errors experienced by
users of the trade show site who do not have the equipment and software
required for optimal viewing according to the specifications set forth
in the description of the services.
4. GLM and EXHIBITOR each
warrant as to each of their respective contributions to the trade show
site, that:
A. Such contribution is original, and does not include any material that
will violate or infringe upon the patent, copyright, trade secret,
trademark or other intellectual property rights of any third party; or
B. The consent of all parties possessing patent, copyright, trade
secret, trademark or other intellectual property rights in such
contribution has been obtained (including,
but not limited to any required consents for hyperlinks to or framing of
other web sites); or C. Such
contribution is in the public domain.
5. OTHER THAN THE EXPRESS
WARRANTIES SET FORTH HEREIN, GLM HEREBY DISCLAIMS ANY AND ALL WARRANTIES
WITH RESPECT TO THE EXHIBITOR GRAPHICS, OR IN CONNECTION WITH THE
SERVICES PROVIDED BY GLM, WHETHER EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Further, (a) GLM's total liability for any and all claims arising
under this Agreement shall be limited to the fees paid by EXHIBITOR for
the services provided for herein; and (b) IN NO EVENT SHALL GLM BE
LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES,
whether arising under contract, warranty, tort, negligence, strict
liability or any other theory of liability. Such damages include but are
not limited to, loss of profits, interruption or loss of use of the
trade show site, loss of data, and damages to property.
6. In the event it is necessary
to take legal action with respect to any dispute or disagreement between
the parties, or to collect any unpaid fees or expenses under this
Agreement, it is mutually agree that the prevailing party will receive
its reasonable costs or expenses incurred, including reasonable
attorneys' fees.
7. Subject to the limitations
set forth herein, each party hereto shall indemnify, defend and hold
harmless the other party, its affiliates and subsidiaries, and their
stockholders, officers, employees, servants, and agents from and against
any and all losses, damages, claims, lawsuits, judgments, liabilities or
expenses (including attorneys' fees) which in any manner arise out of
or are connected with the obligations, activities or performance of such
party under this Agreement.
8. Neither party shall be liable
for failure to perform its obligations under this Agreement where such
failure is due in whole or in part to earthquake, fire, flood, tornado,
hurricane, or other acts of God, casualty, accident, embargo, strike,
lock out or work stoppage, material shortage, war, government
regulation, failure of power or utilities, failure of the Internet, or
any other cause beyond the reasonable control of such party.
9. This Agreement shall commence
on the authorization date and shall continue thereafter for a period of
two months after the trade show to which it relates; provided, however,
if either party should fail at any time to correct a material breach of
the terms hereof within thirty days after written notice by the other
party, or becomes insolvent or permits any act of bankruptcy, this
agreement shall terminate and be canceled forthwith, WITHOUT NOTICE or
further obligation on the part of the non-breaching party.
10. Upon expiration, termination
or cancellation of this Agreement for any reason, all outstanding,
unpaid fees and expenses shall be tendered to GLM within thirty days
following the date of such expiration, termination or cancellation.
11. The Agreement shall be
governed by and construed in accordance with the laws of the State of
New York as if it is an agreement made and to be performed entirely
within such State. This Agreement may not be amended or modified except
by a writing signed by both of the parties hereto.
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