Entertainment Hall Interactive Exhibitor

ANIME EXPO^® SCHEDULE A: STANDARD TERMS AND CONDITIONS:

1. Defined Terms. These Standard Terms and Conditions (“Standard Terms”) are fully incorporated into and are a material part of the Entertainment Hall Application and Contract (“Agreement”) between The Society for the Promotion of Japanese Animation (“SPJA”) and the Exhibitor identified in the Agreement. By contracting to rent an exhibit booth space at Anime Expo®, you agree to abide by these Standard Terms. The "Event" means Anime Expo®, currently scheduled for July 4 through 7, 2024 at the Los Angeles Convention Center ("Event Facility"). The Event is owned, produced, and managed by SPJA. "SPJA" means SPJA and its authorized representatives. "Exhibitor" means:

(i) the exhibitor;

(ii) the exhibitor’s company;

(iii) those staffing the exhibitor’s booth or acting on the exhibitor’s behalf with regard to the Event;

(iv) any other entity or person that applied for exhibit space rental and signed this Agreement as an exhibitor and (v) each of exhibitor’s owners, officers, directors, members, shareholders, employees, contractors, agents, representatives, and invitees. “Minor” means a person under 18 years old. Exhibitor is solely responsible for verifying age where applicable. All capitalized defined terms, unless otherwise defined herein, shall have the meanings assigned to such terms in the Agreement (excluding for this purpose the provisions of these Standard Terms).

2. Youth Protection Policy.

(a) All personnel who will be present at the Event on Exhibitor’s behalf must read SPJA’s Youth Protection Policy (“YPP”), located at www.YouthProtectionPortal.org/SPJA, as SPJA may amend from time to time at its sole discretion, and all such personnel are strongly encouraged to view the YPP training videos, also located at  www.YouthProtectionPortal.org/SPJA.

(b) Although not required, Exhibitor is strongly encouraged to conduct criminal background checks on all personnel who will be present at the Event on Exhibitor’s behalf. No one  may attend the Event who is disqualified under YPP Section 5, “Disqualifying Criteria.”

3. Contract Acceptance & Remedies. This Agreement shall become binding and effective when fully executed by both Exhibitor and SPJA. If Exhibitor materially violates

(a) this Agreement, including the Standard Terms,

(b) SPJA’s policies available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (the “SPJA Policies”), including, without limitation, the YPP, the Prop/Replica Weapons Policy, and the Privacy Policy (each as defined hereunder) or

(c) the Exhibitor Service Manual (as defined in Section 11), SPJA may, in its sole discretion and without limiting any of its other remedies, close an exhibit, terminate this Agreement, or refuse to permit Exhibitor to participate in future events.

4. Qualifications of Exhibitor. SPJA, in its sole discretion, has the right to determine whether a prospective Exhibitor 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 Agreement means that the Exhibitor has been deemed eligible to participate.

5. Payment Terms.

(a) Exhibitor must pay one hundred percent (100%) of the Total Exhibit Fee set forth in the Agreement, plus any applicable credit card processing fees, foreign transaction fees, or wire transfer fees by the due date (“Due Date”), which is either

(i) seven (7) business days after the date the Agreement is executed by both Exhibitor and SPJA if the date of full execution occurs before May 26, 2024, or

(ii) immediately upon execution of the Agreement by Exhibitor if Exhibitor executes the Agreement on or after May 26, 2024.

(b) Exhibitor shall further pay a late fee of ten percent (10%) of the Total Exhibit Fee (“Late Fee”) if the Total Exhibit Fee is not paid by the Due Date, and SPJA has not chosen to terminate the Agreement pursuant to Section 6.

6. Exhibitor Failure to Pay. If Exhibitor fails to make any payment required by that payment’s deadline, SPJA may terminate the Agreement and Exhibitor 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 shall remain liable for the full payment for the exhibit. Applications will not be accepted unless an Exhibitor has complied with all past financial obligations to date with respect to SPJA. SPJA reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if any payment due to SPJA is in arrears. 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 from any liability hereunder. Releasees (as defined in Section 24) 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 under this Agreement, if any, to offset any other debt or obligation that Exhibitor owes to SPJA, whether or not such indebtedness arises from this Agreement.

8.  Assignment of Exhibit Space. SPJA has the sole discretion to assign Event exhibit 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 to another location prior to or during the Event.

9. Exhibit Space Occupancy. SPJA has sole discretion to designate hours and dates for installing, occupying, and dismantling exhibits. 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 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).

10. Badges. Exhibitor shall receive complimentary badges as set out in the Agreement. Parking vouchers or passes are not available.

11. Exhibitor Service Manual. Before the Event, SPJA will send an Exhibitor Service Manual (“ESM”) to the Exhibitor contact listed on the first page of the Agreement. The ESM is a set of rules and regulations for Exhibitors, and it will include information essential to participation in the Event, including but not limited to official contractor order forms, registration, shipping and drayage, utilities and building services, exhibit display rules, and move-in/move-out schedules. SPJA may amend, revoke, or adopt a new ESM from time-to-time upon three (3) days’ notice to Exhibitor. The ESM is incorporated here fully by reference and Exhibitor shall thereby be bound.

12. Conduct at Event. Exhibitor 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, which discretion shall be exercised in a commercially reasonable manner. Live animals, nudity, partial nudity, carnival-type attractions, and gambling are prohibited. Advertising distributions must be made only from within an exhibit booth. The aisles, passageways, and overhead spaces remain 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 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. SPJA has the sole discretion to determine acceptable noise levels, with a maximum noise level of 85 decibels. Exhibitor is 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 shall comply with any request by SPJA, the Event Facility, or the City of Los Angeles (the “City”) to discontinue any such sound or music. If SPJA, in its sole discretion, finds Exhibitor in material violation of this sound policy, SPJA may: (a) on first violation, give Exhibitor a written warning; (b) if a second violation occurs, disconnect Exhibitor’s power for the remainder of the Event, and Exhibitor shall not be entitled to any refund or reimbursement whatsoever. If SPJA has disconnected the Exhibitor’s power for a sound violation at a prior event, SPJA may immediately disconnect the Exhibitor’s power for the remainder of the Event upon Exhibitor’s first sound violation. SPJA may require separate, binding agreements with sound policy violators to review and approve sound policy, violators’ exhibit space design, and other related issues on a commercially reasonable basis before sound policy violators are permitted to book space in future events.

14. Fire and Safety Laws. Exhibitor shall comply with all federal, state, and local fire and safety laws at all times. Exhibitor is solely responsible for ensuring its compliance with such laws. If the Event Facility modifies its rules and regulations with less than three (3) days’ advance notice to SPJA, or if the fire marshal or other law enforcement requires immediate action that impacts an exhibit booth, Exhibitor shall comply immediately upon being notified of such modified rules and regulations or required actions.

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 artwork. Exhibitor represents and warrants that its exhibit booth shall not contain, display, sell, distribute or make available any Infringing Content, and that the Exhibitor 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 or permissions in writing. SPJA may require Exhibitor to produce Exhibitor’s written license or authorization to display, reproduce or distribute materials in Exhibitor’s booth, and Exhibitor shall keep such written licenses and authorizations in the booth at all times. If such authorization is not produced within a commercially reasonable amount of time upon SPJA’s request, SPJA may, without further warning and without incurring any liability whatsoever, require Exhibitor to remove the Infringing Content from the premises, eject the Exhibitor from the Event, and/or disqualify Exhibitor from participating in future Events. SPJA shall not be liable for any Infringing Content, or failure to discover or remove such content.

16. Weapons, Prop Weapons and Adult Material.
(a) The sale of guns, tasers, pepper spray, mace, hand crossbows, metal and/or hard prop weapons of all kinds are strictly prohibited at Event. Metal weapons and/or hard prop weapons of all kinds are not permitted onsite at Event. Exhibitor agrees that metal weapons and/or hard props weapons cannot be sold, bought, and/or displayed in any way onsite at Event. Metal weapons and/or hard prop weapons include, but are not limited to, sharpened metal-bladed weapons (e.g., axes, daggers, hatches, knives, kunai, shuriken, swords, sword canes, and switchblades), blunt weapons (e.g., brass knuckles, clubs, and nunchaku), prop weapons made of metal and/or wood, functional and/or realistic replica firearms made of metal, and functional projectile weapons (e.g., crossbows and longbows).

(b) Any prop/replica weapons that do not adhere to SPJA’s Prop/Replica Weapons Policy available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (“Prop/Replica Weapons Policy”), are strictly prohibited. Exhibitors may only sell prop/replica weapons that adhere to the Prop/Replica Weapons Policy. Exhibitors shall be further bound by the rules and regulations pertaining to prop/replica weapons as set forth in the ESM.

(c) All Exhibitors that display or sell any adult material must be in the pre-approved designated space as determined by SPJA.

(d) Exhibitor shall ensure that no adult material will be displayed, offered, sold to, or handled by a Minor.

(e) SPJA may demand the immediate removal of any Exhibitor that fails to comply with this Section. If SPJA removes or restricts an exhibit that SPJA considers to be objectionable or inappropriate in the commercially reasonable exercise of its sole discretion, no refund will be due to Exhibitor, notwithstanding any other provision of this Agreement.

17. Personal Data.
(a) Exhibitor shall comply with all applicable privacy and other laws, and with SPJA’s Privacy Policy available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (“Privacy Policy”), with regard to any Personal Data collected by Exhibitor for any reason in connection with this Agreement or Exhibitor’s participation in the Event. “Personal Data” means information that identifies or can be used, alone or in combination with other information, to identify an individual.

(b) In the event Exhibitor (“Credit Card Taker”) accepts credit cards for payment in the Entertainment Hall, Credit Card Taker will, in the course of such credit card payment services, come into possession of Personal Data of individuals who pay with credit cards (“Cardholder(s)”). Credit Card Taker agrees to treat Personal Data of Cardholders gathered by it or provided to it in accordance with all applicable privacy and other laws, in accordance with the Privacy Policy, and in accordance with the Payment Card Industry Data Security Standard then applicable to the credit card industry (“PCI DSS”).

18. PCI Compliance. 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. “Cardholder Data” shall have the meaning given to it by the PCI DSS. Nothing herein limits Credit Card Taker’s use of Personal Data (and other information) relating to Cardholders for any lawful purpose, provided that Credit Card Taker agrees not to sell such Personal Data 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 Credit Card Taker 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 finance@spja.org, and to legal@spja.org. 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 Data 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 failing to comply with this Section or other PCI requirements.

19. Event Listings, Promotions, & Live Simulcasts; Filming by Exhibitor.

(a) Exhibitor 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 using many different media (“Promotional Purposes”). Exhibitor gives SPJA permission to take still photographs and moving sound and audiovisual recordings of Exhibitor’s booth space, 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, including Exhibitor’s Public Displays, in SPJA Event programs, listings and other SPJA promotional materials including Live Simulcasts (as defined below) of the Event. For Promotional Purposes, Exhibitor expressly grants to SPJA a worldwide, 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 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 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 grants SPJA the right to simulcast “live” Exhibitor’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 such 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. Exhibitor hereby represents and warrants that it shall obtain any necessary consents from its employees, contractors, or other representatives in order to grant SPJA these exclusive rights.

(b) If Exhibitor intends to tape, film, broadcast, telecast, or stream the Event by any means at any time, whether on a live, delayed, or other basis, including by any means of signal distribution, exhibition, or recordation now known or hereafter created, including, without limitation, on television or radio, over the Internet (including via social media or “over the top” platforms), in motion pictures, or for video tape or DVD distribution (the “Filming Activity”), Exhibitor

(i) shall first obtain the prior written consent of SPJA to conduct such Filming Activity,

(ii) shall have entered into a location filming agreement with SPJA, in a form provided by SPJA (the “Location Agreement”), prior to commencing such Filming Activity,

(iii) shall have paid a Filming Activity fee in an amount to be determined by SPJA, and

(iv) agrees that the terms of such Location Agreement, including the Exhibitor’s obligation to hold valid media insurance coverage (as set forth in Section 23), shall apply to such Filming Activity. Exhibitor shall also make any request for Filming Activity by contacting marketing@spja.org by May 15, 2024.

20. Trademarks and Logos.

(a) SPJA reserves all right, title, and interest in all SPJA trademarks and logos (the "Marks"), including but not limited to: ANIME EXPO®; AX®; anime expo chibi®; SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION™; SPJA®; PROJECT ANIME®; AX LOUNGE 21™; and Anime Expo mascot characters referred to as Max, Ai, Xeno, Mahoko, and Kisegi; and 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 shall neither directly nor 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 may use the Marks only in the form, style, and type prescribed by SPJA.

(b) Exhibitor may use the mark “ANIME EXPO®” or one of SPJA’s logo marks at https://www.anime-expo.org/brand/ (but not Anime Expo mascot characters or any other SPJA intellectual property) to inform the public about Exhibitor’s booth at Anime Expo.

(c) Exhibitor shall have no right to use the Marks or any other SPJA intellectual property for other purposes, including without limitation:

(i) on any products or merchandise,

(ii) in connection with ticket giveaways or sweepstakes, or

(iii) in the name, or description, of any party or offsite event organized by Exhibitor, unless such rights are provided separately in writing. If Exhibitor wishes to use the Marks on Anime Expo exclusive merchandise and/or for other purposes not permitted in Section 20(b), please contact marketing@spja.org by May 15, 2024.

21. Care of Event Facility. Exhibitor shall promptly pay for any and all damages caused by Exhibitor to the Event Facility or associated facilities, booth equipment, or the property of others. Exhibitor agrees that no food or drink may be sold by Exhibitor in the Event Facility or otherwise. If Exhibitor is permitted by SPJA to give away free samples of food or drink, Exhibitor will be bound by and will follow the Event Facility’s and City’s regulations, and all applicable food handling and other laws with regard to such samples. SPJA reserves the right to cause the Exhibitor to immediately cease all distribution of food and drink, even free samples, at SPJA’s sole discretion, which discretion shall be exercised in a commercially reasonable manner.

22. Permits and Taxes. Exhibitor 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. Exhibitor 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.

23. Insurance.

Event Liability Insurance. Exhibitor shall obtain at its sole expense Event Liability Insurance covering its services, goods, activities, and participation in the Event, and shall provide a Certificate of Insurance reflecting the same. The Event Liability Insurance required by this Section shall provide, at a minimum commercial general liability, including personal injury and property damage coverage, worker’s compensation, and automobile liability coverages with limits of not less than $1 million per occurrence/$2 million aggregate, for commercial general liability, unless agreed otherwise in writing, and, if applicable, limits for worker’s compensation and automobile liability coverages at the statutory minimum provided by California law unless additional coverages are required by SPJA. The foreign currency equivalent is acceptable. SPJA reserves all rights to require higher limits at its sole discretion. All such policies shall cover the full period of occupancy of the Event Facility by Exhibitor and its agents, servants, representatives, employees, guests, and invitees. Such Event Liability Insurance must name SPJA, AEG Management, Los Angeles Convention Center, and the City of Los Angeles, along with their respective affiliates, licensees, lenders, and contractors, as well as each of their respective officers, directors, partners, members, shareholders, employees, agents, representatives, and successors, as additional insureds (the “Additional Insureds”) for the Event. All such insurance shall be primary and non-contributing to insurance maintained by the Additional Insureds and shall provide that the insured’s right of subrogation against the Additional Insureds is waived.

Media Insurance. Exhibitor agrees that if SPJA consents in advance to permit Exhibitor to conduct Filming Activity at the Event by entering into a Location Agreement with Exhibitor, Exhibitor shall at the time of such Filming Activity hold valid media liability insurance coverage (“Media Insurance”) and shall provide a Certificate of Insurance reflecting the same. Such Media Insurance shall cover errors and omissions resulting from any broadcast emanating from the use or exploitation of the Filming Activity or in any way pertaining or related to the Event, with contractual liability endorsements for the mutual benefit of Exhibitor, SPJA, the Releasees (as defined in Section 24), and their respective contractors, successors and assigns, against all claims for personal injury and errors and omissions liability including without limitation defamation of character, libel, slander, and other similar causes of action, with limits of not less than $1 million per occurrence/$5 million aggregate, for media liability, unless agreed otherwise in writing. Such Media Insurance can be written on a claims made basis, provided an extended reporting period of not less than three (3) years is provided.

24. Risk Assumption & Waiver.

(a) Exhibitor expressly assumes all risks and liabilities arising from or related to Exhibitor’s participation, acts, or omissions at the Event, or performance under the Agreement, including without limitation, all risks of harm or loss of any kind suffered by anyone attending, producing, organizing or affiliated with the Event, the Event Facility, and 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 is solely and exclusively responsible for its property and any theft, damage, or other loss to Exhibitor’s property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by an insurer). SPJA, the Event Facility, and the City (collectively, the “Releasees”) have no responsibility or liability, nor is a bailment created, for property delivered by or to Exhibitor.

(b) Exhibitor 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 acknowledges and agrees that it is assuming any risk of such unknown facts and such unknown and unsuspected claims. Exhibitor 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 knowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law, or rule of similar effect. This waiver does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, but does apply to acts of ordinary negligence, to the fullest extent permitted by law.

25. Release and Indemnification. Exhibitor 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, 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’s participation, acts, or omissions at the Event, or performance under the Agreement. This Section applies to, without limitation: (a) any debt owed by Exhibitor or breach by Exhibitor of any agreements, covenants, promises or other obligations to third parties; (b) breach of a representation or warranty, of Exhibitor’s obligations under the Agreement, or of any matter for which Exhibitor 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. This release does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, but does apply to acts of ordinary negligence, to the fullest extent permitted by law. Exhibitor shall not settle or compromise any claims against any Releasee without that Releasee’s prior written consent.

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 for exhibit space rental 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 shall provide Exhibitor’s own tools and equipment, unless SPJA has committed to provide services under the Agreement. Each party is responsible for conducting its own business.

28. Compliance with Laws. Exhibitor shall comply with all federal, state and local laws, codes, ordinances, rules and regulations, all rules and regulations of the Event Facility (including, without limitation, copyrights, trademarks, and any union labor work rules, and PCI compliance), and all SPJA Policies. Material noncompliance with this Section may result in immediate removal of the Exhibitor without refund.

29. Export Control Laws. Exhibitor shall not violate or cause SPJA to be in violation of U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C. §§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999 (“Export Control Laws”).

30. Cancellation by Exhibitor. Exhibitor 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 notification is received before March 1, 2024 (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. If SPJA receives such notice on or after March 1, 2024, or if Exhibitor fails to staff its booth through the end of the Event or otherwise forfeits its booth for violating this Agreement, then one hundred percent (100%) of the contracted amount cancelled is due and non-refundable. For cancellations received after the Cancellation Date, SPJA may retain all payments already received, and the remaining balance due must be received by SPJA within 15 days of the cancellation, regardless of whether SPJA resells or otherwise reassigns cancelled or forfeited exhibit space. SPJA reserves the right to resell or otherwise reassign cancelled or forfeited exhibit space.

31. Restriction or Termination by SPJA. SPJA may restrict or remove any exhibit that SPJA, in its sole discretion, which discretion shall be exercised in a commercially reasonable manner, believes is objectionable, inappropriate or illegal. If SPJA restricts or removes such an exhibit, no refund will be due to Exhibitor. SPJA may also terminate this Agreement effective upon written notice of termination if Exhibitor (1) breaches any of its obligations under this Agreement 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 (as defined below) or for any other reason, or changes the Event dates to dates that are not within thirty (30) days of its originally scheduled date, and Exhibitor does not wish to participate in a rescheduled Event, SPJA shall refund Exhibitor for payments made to date, less any costs and expenses that SPJA incurred as a result of the cancellation, which shall be deemed full satisfaction of SPJA's liabilities to Exhibitor. 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. 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, pandemic, acts of war or terror, labor disputes, weather, earthquakes, fires, failure of power or utilities, government acts, curtailment of transportation facilities preventing or unreasonably delaying the Event, unavailability of the Event Facility due to reasons other than construction, or other similar cause (“Force Majeure Event”). Thereupon, this Agreement may be terminated or the Event may be moved to another appropriate location, at the sole discretion of SPJA, which discretion shall be exercised in a commercially reasonable manner, and Exhibitor hereby waives any claim for any damages or compensation, except as provided in Section 32.

34. Non-Discrimination. Exhibitor represents and warrants that it does not discriminate in employment, hiring, participation, accommodations, or provision of services on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by it. Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act and related laws.

35. Reporting Obligations & Data. Exhibitor 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 disclosure laws and regulations that now or may in the future apply to SPJA as a nonprofit organization, or pursuant to subpoena. SPJA shall be entitled to rely upon data, information, and representations provided by Exhibitor. Exhibitor shall correct and report any errors to SPJA.

36. RFID Technology. SPJA may use RFID technology for attendees at the Event. Exhibitor may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA NOR SPJA’S PREFERRED AUTHORIZED RFID PROVIDER WILL 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. Non-Disparagement. Exhibitor agrees that it will not disparage SPJA or its activities, services, agents, representatives, directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including comments or posts to social media. Nothing in this paragraph shall prohibit Exhibitor from providing truthful information in response to a subpoena or other legal process.

38. Governing Law. This Agreement is governed by the laws of California and U.S. intellectual property laws. Exhibitor agrees that the courts located in Riverside County, 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 shall reimburse SPJA for all fees and costs of the suit, including reasonable attorneys’ fees.

39. 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, which discretion shall be exercised in a commercially reasonable manner. This Agreement (including the ESM, all policies incorporated by reference, and any schedules as amended from time to time) is the entire agreement of the parties on the subject matter hereof. Where any provision of the Agreement (excluding for this purpose the provisions of these Standard Terms) conflict with these Standard Terms, these Standard Terms shall control, unless such provision expressly states that it is intended to and does modify these Standard Terms. Any amendment or modification to this Agreement must be in writing and signed by both parties. Exhibitor may not assign this Agreement or any right hereunder, or sublet or license all or any portion of its exhibit space without SPJA’s prior written consent.

40. 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, and any schedules) shall be binding upon Exhibitor’s heirs and successors. SPJA’s obligations are expressly conditioned upon Exhibitor’s full performance of this Agreement including, without limitation, payment and actual participation in the Event as an Exhibitor.

Exhibitor

ANIME EXPO® 2024 EXHIBITOR SCHEDULE A: STANDARD TERMS AND CONDITIONS

1. Defined Terms. These Standard Terms and Conditions (“Standard Terms”) are fully incorporated into and are a material part of the Exhibitor Application and Contract (“Agreement”) between The Society for the Promotion of Japanese Animation (“SPJA”) and the Exhibitor identified in the Agreement. By contracting to rent an exhibit booth space at Anime Expo®, you agree to abide by these Standard Terms. The "Event" means Anime Expo®, currently scheduled for July 4 through 7, 2024 at the Los Angeles Convention Center (“Event Facility”). The Event is owned, produced, and managed by SPJA. “SPJA” means SPJA and its authorized representatives. “Exhibitor,” means: (i) the exhibitor; (ii) the exhibitor’s company; (iii) those staffing the exhibitor’s booth or acting on the exhibitor’s behalf with regard to the Event; (iv) any other entity or person that applied for exhibit space rental and signed this Agreement as an exhibitor and (v) each of exhibitor’s owners, officers, directors, members, shareholders, employees, contractors, agents, representatives, and invitees. “Minor” means a person under 18 years old. Exhibitor is solely responsible for verifying age where applicable. All capitalized defined terms, unless otherwise defined herein, shall have the meanings assigned to such terms in the Agreement (excluding for this purpose the provisions of these Standard Terms).

2. Youth Protection Policy.

(a) All personnel who will be present at the Event on Exhibitor’s behalf must read SPJA’s Youth Protection Policy (“YPP”), located at YouthProtectionPortal.org/SPJA, as SPJA may amend from time to time at its sole discretion, and all such personnel are strongly encouraged to view the YPP training videos, located at www.YouthProtectionPortal.org/SPJA.

(b) Although not required, Exhibitor is strongly encouraged to conduct criminal background checks on all personnel who will be present at the Event on Exhibitor’s behalf. No one may attend the Event who is disqualified under YPP Section 5, “Disqualifying Criteria.”

3. Contract Acceptance & Remedies. This Agreement shall become binding and effective when fully executed by both Exhibitor and SPJA. If Exhibitor materially violates (a) this Agreement, including the Standard Terms, (b) SPJA’s policies available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (the “SPJA Policies”), including, without limitation, the YPP, the Prop/Replica Weapons Policy, and the Privacy Policy (each as defined hereunder) or (c) the Exhibitor Service Manual (as defined in Section 11), SPJA may, in its sole discretion and without limiting any of its other remedies, close an exhibit, terminate this Agreement, or refuse to permit Exhibitor to participate in future events.

4. Qualifications of Exhibitor. SPJA, in its sole discretion, has the right to determine whether a prospective Exhibitor 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 Agreement means that the Exhibitor has been deemed eligible to participate.

5. Payment Terms.

(a) Exhibitor must pay one hundred percent (100%) of the Total Exhibit Fee set forth in the Agreement, plus any applicable credit card processing fees, foreign transaction fees, or wire transfer fees by the due date  (“Due Date”), which is either (i) seven (7) business days after the date the Agreement is executed by both Exhibitor and SPJA if the date of full execution occurs before May 26^th, or (ii) immediately upon execution of the Agreement by Exhibitor if Exhibitor executes the Agreement on or after May 26^th.

(b) Exhibitor shall further pay a late fee of ten percent (10%) of the Total Exhibit Fee ("Late Fee") if the Total Exhibit Fee is not paid by the Due Date, and SPJA has not chosen to terminate the Agreement pursuant to Section 6.

6. Exhibitor Failure to Pay. If Exhibitor fails to make any payment required by that payment’s deadline, SPJA may terminate the Agreement and Exhibitor 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 shall remain liable for the full payment for the exhibit. Applications will not be accepted unless an Exhibitor has complied with all past financial obligations to date with respect to SPJA. SPJA reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if any payment due to SPJA is in arrears. 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 from any liability hereunder. Releasees (as defined in Section 24) 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 under this Agreement, if any, to offset any other debt or obligation that Exhibitor owes to SPJA, whether or not such indebtedness arises from this Agreement.

8. Assignment of Exhibit Space. SPJA has the sole discretion to assign Event exhibit 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 to another location prior to or during the Event.

9. Exhibit Space Occupancy. SPJA has sole discretion to designate hours and dates for installing, occupying, and dismantling exhibits. 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 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).

10. Exhibit Badges. Exhibitor shall receive complimentary badges as set out in the Agreement. Parking vouchers or passes are not available.

11. Exhibitor Service Manual. Before the Event, SPJA will send an Exhibitor Service Manual (“ESM”) to the Exhibitor contact listed on the first page of the Agreement. The ESM is a set of rules and regulations for Exhibitors, and it will include information essential to participation in the Event, including but not limited to official contractor order forms, registration, shipping and drayage, utilities and building services, exhibit display rules, and move-in/move-out schedules. SPJA may amend, revoke, or adopt a new ESM from time-to-time upon three (3) days’ notice to Exhibitor. The ESM is incorporated here fully by reference and Exhibitor shall thereby be bound.

12. Conduct at Event. Exhibitor 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, which discretion shall be exercised in a commercially reasonable manner. Live animals, nudity, partial nudity, carnival-type attractions, and gambling are prohibited. Advertising distributions must be made only from within an exhibit booth. The aisles, passageways, and overhead spaces remain 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 booth or otherwise acting as its representative or agent with regard to the Event must remain within the Exhibitor booth while working. Exhibitor displays must be arranged so that booth visitors do not block aisles. Entertainment or advertisements outside an exhibit booth 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. SPJA has the sole discretion to determine acceptable noise levels, with a maximum noise level of 85 decibels. Exhibitor is 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 shall comply with any request by SPJA, the Event Facility, or the City of Los Angeles (the “City”) to discontinue any such sound or music. If SPJA, in its sole discretion, finds Exhibitor in material violation of this sound policy, SPJA may: (a) on first violation, give Exhibitor a written warning; (b) if a second violation occurs, disconnect Exhibitor power for the remainder of the Event, and Exhibitor shall not be entitled to any refund or reimbursement whatsoever. If SPJA has disconnected the Exhibitor power for a sound violation at a prior event, SPJA may immediately disconnect the Exhibitor power for the remainder of the Event upon Exhibitor first sound violation. SPJA may require separate, binding agreements with sound policy violators to review and approve sound policy, violators’ exhibit space design, and other related issues on a commercially reasonable basis before sound policy violators are permitted to book space in future events.

14. Fire and Safety Laws. Exhibitor shall comply with all federal, state, and local fire and safety laws at all times. Exhibitor is solely responsible for ensuring its compliance with such laws. If the Event Facility modifies its rules and regulations with less than three (3) days’ advance notice to SPJA, or if the fire marshal or other law enforcement requires immediate action that impacts an exhibit booth, Exhibitor shall comply immediately upon being notified of such modified rules and regulations or required actions.

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 artwork. Exhibitor represents and warrants that its exhibit booth shall not contain, display, sell, distribute, or make available any Infringing Content, and that the Exhibitor 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 or permissions in writing. SPJA may require Exhibitor to produce Exhibitor written license or authorization to display, reproduce or distribute materials in Exhibitor booth, and Exhibitor shall keep such written licenses and authorizations in the booth at all times. If such authorization is not produced within a commercially reasonable amount of time upon SPJA’s request, SPJA may, without further warning and without incurring any liability whatsoever, require Exhibitor to remove the Infringing Content from the premises, eject the Exhibitor from the Event, and/or disqualify Exhibitor from participating in future Events. SPJA shall not be liable for any Infringing Content, or failure to discover or remove such content.

16. Weapons, Prop Weapons and Adult Material.

(a) The sale of guns, tasers, pepper spray, mace, hand crossbows, metal and/or hard prop weapons of all kinds are strictly prohibited at Event. Metal weapons and/or hard prop weapons of all kinds are not permitted onsite at Event. Exhibitor agrees that metal weapons and/or hard props weapons cannot be sold, bought, and/or displayed in any way onsite at Event. Metal weapons and/or hard prop weapons include, but are not limited to, sharpened metal-bladed weapons (e.g., axes, daggers, hatches, knives, kunai, shuriken, swords, sword canes, and switchblades), blunt weapons (e.g., brass knuckles, clubs, and nunchaku), prop weapons made of metal and/or wood, functional and/or realistic replica firearms made of metal, and functional projectile weapons (e.g., crossbows and longbows).

(b) Any prop/replica weapons that do not adhere to SPJA’s Prop/Replica Weapons Policy available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (“Prop/Replica Weapons Policy”), are strictly prohibited. Exhibitors may only sell prop/replica weapons that adhere to the Prop/Replica Weapons Policy. Exhibitors shall be further bound by the rules and regulations pertaining to prop/replica weapons as set forth in the ESM.

(c) All Exhibitors that display or sell any adult material must be in the pre-approved designated space as determined by SPJA.

(d) Exhibitor shall ensure that no adult material will be displayed, offered, sold to, or handled by a Minor.

(e) SPJA may demand the immediate removal of any Exhibitor that fails to comply with this Section. If SPJA removes or restricts an exhibit that SPJA considers to be objectionable or inappropriate in the commercially reasonable exercise of its sole discretion, no refund will be due to Exhibitor, notwithstanding any other provision of this Agreement.

17. Personal Data.

(a) Exhibitor shall comply with all applicable privacy and other laws, and with SPJA’s Privacy Policy, available viaspja.org/legal, as SPJA may amend from time to time at its sole discretion (“Privacy Policy”), with regard to any Personal Data collected by Exhibitor for any reason in connection with this Agreement or Exhibitor participation in the Event. “Personal Data” means information that identifies or can be used, alone or in combination with other information, to identify an individual.

(b) In the event Exhibitor (“Credit Card Taker”) accepts credit cards for payment in the exhibiting space Credit Card Taker will, in the course of such credit card payment services, come into possession of Personal Data of individuals who pay with credit cards (“Cardholder(s)”). Credit Card Taker agrees to treat Personal Data of Cardholders gathered by it or provided to it in accordance with all applicable privacy and other laws, in accordance with the Privacy Policy, and in accordance with the Payment Card Industry Data Security Standard then applicable to the credit card industry (“PCI DSS”).

18. PCI Compliance. 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. “Cardholder Data” shall have the meaning given to it by the PCI DSS. Nothing herein limits Credit Card Taker’s use of Personal Data (and other information) relating to Cardholders for any lawful purpose, provided, that Credit Card Taker agrees not to sell such Personal Data 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 Credit Card Taker 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 finance@spja.org, and to legal@spja.org. 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 Data 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 failing to comply with this Section or other PCI requirements.

19. Event Listings, Promotions, & Live Simulcasts; Filming by Exhibitor.

(a) Exhibitor 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 using many different media (“Promotional Purposes”). Exhibitor gives SPJA permission to take still photographs and moving sound and audiovisual recordings of Exhibitor booth space, 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, including Exhibitor Public Displays, in SPJA Event programs, listings and other SPJA promotional materials including Live Simulcasts (as defined below) of the Event. For Promotional Purposes, Exhibitor expressly grants to SPJA a worldwide, 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 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 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 grants SPJA the right to simulcast “live” Exhibitor’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 such 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. Exhibitor hereby represents and warrants that it shall obtain any necessary consents from its employees, contractors, or other representatives in order to grant SPJA these exclusive rights.

(b) If Exhibitor intends to tape, film, broadcast, telecast, or stream the Event by any means at any time, whether on a live, delayed, or other basis, including by any means of signal distribution, exhibition, or recordation now known or hereafter created, including, without limitation, on television or radio, over the Internet (including via social media or “over the top” platforms), in motion pictures, or for video tape or DVD distribution (the “Filming Activity”), Exhibitor (i) shall first obtain the prior written consent of SPJA to conduct such Filming Activity, (ii) shall have entered into a location filming agreement with SPJA, in a form provided by SPJA (the “Location Agreement”), prior to commencing such Filming Activity, (iii) shall have paid a Filming Activity fee in an amount to be determined by SPJA, and (iv) agrees that the terms of such Location Agreement, including the Exhibitor’s obligation to hold valid media insurance coverage (as set forth in Section 23), shall apply to such Filming Activity.  Exhibitor shall also make any request for Filming Activity by contacting marketing@spja.org by May 15^th.

20. Trademarks and Logos.

(a) SPJA reserves all right, title, and interest in all SPJA trademarks and logos (the "Marks"), including but not limited to:

ANIME EXPO^®; AX^®; anime expo chibi^®; SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION^TM; SPJA^®; PROJECT ANIME^®; AX LOUNGE 21^TM; and Anime Expo mascot characters referred to as Max, Ai, Xeno, Mahoko, and Kisegi; and 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. Artist shall neither directly nor 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.  Artist may use the Marks only in the form, style, and type prescribed by SPJA.

(b) Exhibitor may use the mark “ANIME EXPO^®” or one of SPJA’s logo marks at https://www.anime-expo.org/brand/ (but not Anime Expo mascot characters or any other SPJA intellectual property) to inform the public about Exhibitor's participation at Anime Expo.

(c) Exhibitor shall have no right to use the Marks or any other SPJA intellectual property for other purposes, including without limitation: (i) on any products or merchandise, (ii) in connection with ticket giveaways or sweepstakes, or (iii) in the name, or description, of any party or offsite event organized by Exhibitor, unless such rights are provided separately in writing. If Artist wishes to use the Marks on Anime Expo exclusive merchandise and/or for other purposes not permitted in Section 21(b), please contact marketing@spja.org by May 15th.

21. Care of Event Facility. Exhibitor shall promptly pay for any and all damages caused by Exhibitor to the Event Facility or associated facilities, booth equipment, or the property of others. Exhibitor agrees that no food or drink may be sold by Exhibitor in the Event Facility or otherwise. If Exhibitor is permitted by SPJA to give away free samples of food or drink, Exhibitor will be bound by and will follow the Event Facility’s and City’s regulations, and all applicable food handling and other laws with regard to such samples. SPJA reserves the right to cause the Exhibitor to immediately cease all distribution of food and drink, even free samples, at SPJA’s sole discretion, which discretion shall be exercised in a commercially reasonable manner.

22. Permits and Taxes. Exhibitor 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. Exhibitor 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.

23. Insurance.

(a) Event Liability Insurance. Exhibitor shall obtain at its sole expense Event Liability Insurance covering its services, goods, activities, and participation in the Event, and shall provide a Certificate of Insurance reflecting the same.  The Event Liability Insurance required by this Section shall provide, at a minimum, commercial general liability, including personal injury and property damage coverage, worker’s compensation, and automobile liability coverages with limits of not less than $1 million per occurrence/$2 million aggregate for commercial general liability, unless agreed otherwise in writing, and, if applicable, limits for worker’s compensation and automobile liability coverages at the statutory minimum provided by California law unless additional coverages are required by SPJA. The foreign currency equivalent is acceptable. SPJA reserves all rights to require higher limits at its sole discretion. All such policies shall cover the full period of occupancy of the Event Facility by Exhibitor and its agents, servants, representatives, employees, guests, and invitees. Such Event Liability Insurance must name SPJA, AEG Management, Los Angeles Convention Center, and the City of Los Angeles, along with their respective affiliates, licensees, lenders, and contractors, as well as each of their respective officers, directors, partners, members, shareholders, employees, agents, representatives, and successors, as additional insureds (the “Additional Insureds”) for the Event. All such insurance shall be primary and non-contributing to insurance maintained by the Additional Insureds and shall provide that the insured’s right of subrogation against the Additional Insureds is waived.

(b) Media Insurance. Exhibitor agrees that if SPJA consents in advance to permit Exhibitor to conduct Filming Activity at the Event by entering into a Location Agreement with Exhibitor, Exhibitor shall at the time of such Filming Activity hold valid media liability insurance coverage (“Media Insurance”) and shall provide a Certificate of Insurance reflecting the same. Such Media Insurance shall cover errors and omissions resulting from any broadcast emanating from the use or exploitation of the Filming Activity or in any way pertaining or related to the Event, with contractual liability endorsements for the mutual benefit of Exhibitor, SPJA, the Releasees (as defined in Section 24), and their respective contractors, successors and assigns, against all claims for personal injury and errors and omissions liability including without limitation defamation of character, libel, slander, and other similar causes of action, with limits of not less than $1 million per occurrence/$5 million aggregate, for media liability, unless agreed otherwise in writing. Such Media Insurance can be written on a claims made basis, provided an extended reporting period of not less than three (3) years is provided.

24. Risk Assumption & Waiver.

(a) Exhibitor expressly assumes all risks and liabilities arising from or related to Exhibitor’s participation, acts, or omissions at the Event, or performance under the Agreement, including without limitation, all risks of harm or loss of any kind suffered by anyone attending, producing, organizing or affiliated with the Event, the Event Facility, and 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 is solely and exclusively responsible for its property and any theft, damage, or other loss to Exhibitor’s property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by an insurer). SPJA, the Event Facility, and the City (collectively, the “Releasees”) have no responsibility or liability, nor is a bailment created, for property delivered by or to Exhibitor.

(b) Exhibitor 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 acknowledges and agrees that it is assuming any risk of such unknown facts and such unknown and unsuspected claims. Exhibitor 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 knowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law, or rule of similar effect. This waiver does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, but does apply to acts of ordinary negligence, to the fullest extent permitted by law.

25. Release and Indemnification. Exhibitor 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, 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’s participation, acts, or omissions at the Event, or performance under the Agreement. This Section applies to, without limitation: (a) any debt owed by Exhibitor or breach by Exhibitor of any agreements, covenants, promises or other obligations to third parties; (b) breach of a representation or warranty, of Exhibitor’s obligations under the Agreement, or of any matter for which Exhibitor 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. This release does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, but does apply to acts of ordinary negligence, to the fullest extent permitted by law. Exhibitor shall not settle or compromise any claims against any Releasee without that Releasee’s prior written consent.

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 for exhibit space rental 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 shall provide Exhibitor’s own tools and equipment, unless SPJA has committed to provide services under the Agreement. Each party is responsible for conducting its own business.

28. Compliance with Laws. Exhibitor shall comply with all federal, state and local laws, codes, ordinances, rules and regulations, all rules and regulations of the Event Facility (including, without limitation, copyrights, trademarks, and any union labor work rules, and PCI compliance), and all SPJA Policies. Material noncompliance with this Section may result in immediate removal of the Exhibitor without refund.

29. Export Control Laws. Exhibitor shall not violate or cause SPJA to be in violation of U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C. §§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999 (“Export Control Laws”).

30. Cancellation by Exhibitor. Exhibitor 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 notification is received before March 1, 2024 (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. If SPJA receives such notice on or after March 1, 2024, or if Exhibitor fails to staff its booth through the end of the Event or otherwise forfeits its booth for violating this Agreement, then one hundred percent (100%) of the contracted amount cancelled is due and non-refundable. For cancellations received after the Cancellation Date, SPJA may retain all payments already received, and the remaining balance due must be received by SPJA within 15 days of the cancellation, regardless of whether SPJA resells or otherwise reassigns cancelled or forfeited exhibit space. SPJA reserves the right to resell or otherwise reassign cancelled or forfeited exhibit space.

31. Restriction or Termination by SPJA. SPJA may restrict or remove any exhibit that SPJA, in its sole discretion, which discretion shall be exercised in a commercially reasonable manner, believes is objectionable, inappropriate or illegal. If SPJA restricts or removes such an exhibit, no refund will be due to Exhibitor. SPJA may also terminate this Agreement effective upon written notice of termination if Exhibitor (1) breaches any of its obligations under this Agreement 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 (as defined below) or for any other reason, or changes the Event dates to dates that are not within thirty (30) days of its originally scheduled date, and Exhibitor does not wish to participate in a rescheduled Event, SPJA shall refund Exhibitor for payments made to date, less any costs and expenses that SPJA incurred as a result of the cancellation, which shall be deemed full satisfaction of SPJA's liabilities to Exhibitor. 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. 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, pandemic, acts of war or terror, labor disputes, weather, earthquakes, fires, failure of power or utilities, government acts, curtailment of transportation facilities preventing or unreasonably delaying the Event, unavailability of the Event Facility due to reasons other than construction, or other similar cause (“Force Majeure Event”). Thereupon, this Agreement may be terminated or the Event may be moved to another appropriate location, at the sole discretion of SPJA, which discretion shall be exercised in a commercially reasonable manner, and Exhibitor hereby waives any claim for any damages or compensation, except as provided in Section 32.

34. Non-Discrimination. Exhibitor represents and warrants that it does not discriminate in employment, hiring, participation, accommodations, or provision of services on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by it. Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act and related laws.

35. Reporting Obligations & Data. Exhibitor 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 disclosure laws and regulations that now or may in the future apply to SPJA as a nonprofit organization, or pursuant to subpoena. SPJA shall be entitled to rely upon data, information, and representations provided by Exhibitor. Exhibitor shall correct and report any errors to SPJA.

36. RFID Technology. SPJA may use RFID technology for attendees at the Event. Exhibitor may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA NOR SPJA’S PREFERRED AUTHORIZED RFID PROVIDER WILL 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. Non-Disparagement. Exhibitor agrees that it will not disparage SPJA or its activities, services, agents, representatives, directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including comments or posts to social media. Nothing in this paragraph shall prohibit Exhibitor from providing truthful information in response to a subpoena or other legal process.

38. Governing Law. This Agreement is governed by the laws of California and U.S. intellectual property laws. Exhibitor agrees that the courts located in Riverside County, 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 shall reimburse SPJA for all fees and costs of the suit, including reasonable attorneys’ fees.

39. 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, which discretion shall be exercised in a commercially reasonable manner. This Agreement (including the ESM, all policies incorporated by reference, and any schedules as amended from time to time) is the entire agreement of the parties on the subject matter hereof. Where any provision of the Agreement (excluding for this purpose the provisions of these Standard Terms) conflict with these Standard Terms, these Standard Terms shall control, unless such provision expressly states that it is intended to and does modify these Standard Terms. Any amendment or modification to this Agreement must be in writing and signed by both parties. Exhibitor may not assign this Agreement or any right hereunder, or sublet or license all or any portion of its exhibit space without SPJA’s prior written consent.

41.  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, and any schedules) shall be binding upon Exhibitor’s heirs and successors. SPJA’s obligations are expressly conditioned upon Exhibitor’s full performance of this Agreement including, without limitation, payment and actual participation in the Event as an Exhibitor.

Guest of Honor

SCHEDULE A: SPJA GUEST/PERFORMER CONTRACT STANDARD TERMS AND CONDITIONS

NOTICE: IF THE CUSTOMIZED AGREEMENT AND THIS SCHEDULE A IS NOT SIGNED BY [DATE], THE OFFER TO PERFORM OR PROVIDE GOODS OR SERVICES TO SPJA IS AUTOMATICALLY CANCELLED UNLESS AND UNTIL SPJA EXPRESSLY EXTENDS THE OFFER IN WRITING.

RECITALS

This Schedule A: SPJA GUEST/PERFORMER Contract Standard Terms and Conditions (“Schedule A” or “Standard Terms”) is attached to and/or incorporated by reference into GUEST/PERFORMER’s Customized Agreement with The Society for the Promotion of Japanese Animation, a California nonprofit public benefit corporation (“SPJA”), to provide goods or services to SPJA (the “Customized Agreement”). Together, the Customized Agreement and these Standard Terms are the “Agreement.” “You” or “GUEST/PERFORMER” means the individual, organization, agency, company, or business named in the Customized Agreement, who has agreed to appear exclusively at the SPJA show designated in the Customized Agreement (the “SPJA Show”). All capitalized defined terms, unless otherwise defined herein, shall have the meanings assigned to such terms in the Customized Agreement. Where the Customized Agreement conflicts with these Standard Terms, these Standard Terms shall control, unless the Customized Agreement expressly states that a part of the Customized Agreement is intended to and does modify these Standard Terms.  These Standard Terms affirm that GUEST/PERFORMER’s performance under the Customized Agreement shall be in accord with the mission of the SPJA. To further the Agreement between the parties and the nonprofit purposes of the SPJA, the parties agree as follows:

1. YOUTH PROTECTION POLICY.
2. GUEST/PERFORMER and each other person who will be present at the SPJA Show on GUEST/PERFORMER’s behalf shall read SPJA’s Youth Protection Policy (“YPP”), and are also strongly encouraged to view the YPP training videos. Both the Youth Protection Policy and the YPP training videos are available at: www.YouthProtectionPortal.org/SPJA.
3. Although not required, GUEST/PERFORMER is strongly urged to conduct criminal background checks on all personnel who will be present at the SPJA Show on GUEST/PERFORMER’s behalf, and may do so at SPJA’s expense through its third party vendor. No one who is disqualified under YPP Section 5, “Disqualifying Criteria”, may attend the SPJA Show.
4. NON-DISCRIMINATION. You represent and warrant that You do not discriminate in hiring, employment, participation or services rendered on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by GUEST/PERFORMER.
5. PHOTOGRAPHS AND GRANT OF RIGHTS. You grant permission to SPJA and its agents to take visual and audio recordings of You (the “Recordings”) while at an SPJA event or program. SPJA shall own the copyrights to the Recordings (including any extensions and renewals thereof) throughout the world, in perpetuity.
6. SPJA’S REPORTING OBLIGATIONS. You understand and agree that SPJA may be required to disclose financial information, contracts, information about salaries and other employee information, and other information to government agencies, in SPJA's public federal and state tax returns, and elsewhere in with local, state and federal disclosure laws and regulations that apply to SPJA, or pursuant to subpoena.
7. RELIANCE ON DATA. SPJA is entitled to rely upon data, information, and representations provided by GUEST/PERFORMER. If any error results from incorrect data supplied by You, You shall be responsible for discovering and reporting such error and supplying the data necessary to correct such error to SPJA.
8. RETURN OF RECORDS. Upon termination of the Agreement, or at any time upon the written request of SPJA for any reason, GUEST/PERFORMER shall deliver all notes, records, data, memoranda, models, equipment, or other materials of any nature that are in GUEST/PERFORMER’s Performer’s possession, custody, control that are SPJA’s property or relate to SPJA’s business (and all copies thereof).
9. TRADEMARKS, TRADENAMES AND LOGOS. SPJA reserves all right, title, and interest in all SPJA trademarks and logos (the "Marks"), including but not limited to: THE SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION, SPJA, ANIME EXPO, AX, ANIME EXPO CHIBI, Project Anime, PA, LOUNGE 21, and the “ax mascots”, as well as any other trademarks or logos, derivations thereof, and marks substantially similar thereto in which SPJA has or may obtain statutory or common law trademark rights. You understand and agree that the Marks are licensed to You for Your use only if and solely as set forth in the Customized Agreement, and only for the benefit of and on behalf of the SPJA; and are not licensed to You at all if not set out in the Customized Agreement. Any and all licensed rights terminate at the end of the Agreement's Term. The Marks shall be used only in the form, style, and type prescribed by the SPJA. You shall neither directly or indirectly obtain nor attempt to obtain any right, title, or interest in or to the SPJA's Marks, and You hereby expressly waive any right which You may have to do You recognize SPJA’s exclusive ownership of its Marks.
10. INDEPENDENT CONTRACTORS. The parties are and shall be construed to be independent contractors, and not as agents, joint venturers, or legal partners, notwithstanding use of words like “collaborator” or “partner” in publicity or otherwise. Neither party shall participate in the other’s employee benefit or compensation plan. Each party shall be solely responsible for compensating its own employees and contractors and for their worker’s compensation and other benefits, if any. Neither party may enter into contracts or incur liabilities on behalf of the other. You shall control Your method of work while fulfilling Your obligations to the SPJA, although the SPJA may establish reasonable standards of performance and the quality of deliverables. Each party shall be responsible for the conduct of its own business and comply fully with applicable laws.
11. Except where the legal obligation for remitting taxes falls solely on SPJA, all payments made to GUEST/PERFORMER shall be made without deduction for federal, state, or local payroll, withholding or social security taxes, or unemployment or workers' compensation insurance. As between SPJA and GUEST/PERFORMER, GUEST/PERFORMER shall be solely responsible for paying all taxes due on such payments and comply with all government requirements pertaining to income, employment, social security and other taxes.
12. COMPLIANCE WITH LAWS & POLICIES. GUEST/PERFORMER shall comply with all federal, state, and local laws, codes, ordinances, rules and regulations, and those of the participating venues of the SPJA Show (including, without limitation, copyrights, trademarks, and any union work rules, and PCI compliance). GUEST/PERFORMER shall comply with SPJA’s policies located at anime-expo.org/legal, as SPJA may amend from time to time at its sole discretion (the “SPJA Policies”), while at the SPJA Show. Noncompliance may result in immediate removal of the GUEST/PERFORMER.
13. ANTI-CORRUPTION LAWS. GUEST/PERFORMER acknowledges and confirms understanding of the applicable Anti-Corruption Laws. “Anti-Corruption Laws” shall mean, collectively: (i) the United States Foreign Corrupt Practices Act (the “FCPA”); (ii) the Japanese Unfair Competition Prevention Act (“UCPA”); any applicable legislation or regulation implementing the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions; and (iii) all other applicable laws, regulations, orders, judicial decisions, conventions, and international financial institution rules regarding domestic or international corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls. Neither You nor Your officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, or assigns will, directly or indirectly, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value, to a public official or entity for purposes of obtaining or retaining business for or with, or directing business to, any person, including, without limitation, the SPJA, by (i) influencing any official act, decision or omission; (ii) inducing such public official or entity to do or omit to do any act in violation of their lawful duty (iii) securing any improper advantage; or (iv) inducing such public official or entity to affect or influence any act or decision of another public official or entity. You agree that SPJA has the right to audit your books and records related to the Agreement. Notwithstanding any other provision contained herein, SPJA may immediately terminate the Agreement with no obligation to reimburse any expense incurred or pay for any service performed by GUEST/PERFORMER if, in the SPJA’s reasonable opinion, (i) GUEST/PERFORMER has failed to provide adequate documentation or information regarding an expense or service, or (ii) an expense reimbursement or service payment would cause a violation of any Anti-Corruption Law.
14. EXPORT CONTROL LAWS. GUEST/PERFORMER shall not cause SPJA to be in violation of any Export Control Law. “Export Control Laws” mean all U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C. §§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999.
15. CONFIDENTIALITY. This Section governs every Customized Agreement between SPJA and a party who has not signed a separate written confidentiality or nondisclosure agreement with SPJA. Where the parties have entered into a separate written confidentiality or nondisclosure agreement, that agreement supersedes and replaces this Section. During the term of the Customized Agreement, You may be exposed to certain Confidential Information of SPJA. The term “Confidential Information” means any and all information that is disclosed to or received by GUEST/PERFORMER from SPJA, in any form, concerning SPJA's techniques, procedures, and methods for producing and securing permits, security, facilities, funding, sponsorship, participation, and support for projects, business, products, contacts, contact lists, business plans, or its directors’, staff or volunteers’ personal lives unless that information: i) is already public information; ii) is learned from a third party not bound by a confidentiality agreement; or iii) becomes public through no breach of the Agreement. GUEST/PERFORMER agrees that whether or not marked “confidential,” all information disclosed by SPJA is Confidential Information except for information that SPJA includes in materials developed and approved by SPJA for public distribution; or which information is already public information at or before the time it is disclosed to You. Subject to the whistleblower notice below, You agree that You will not disclose to any third party, except Your accountant or attorney or pursuant to a subpoena, any Confidential Information of SPJA without the prior written consent of SPJA and will only use such Confidential Information in furtherance of the object of the Agreement. Important Notice: The Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b) (the “DTSA”)), provides some protections to whistleblowers who confidentially disclose a trade secret to their Attorney, a government official, or in a court filing made under seal. While not a contractual obligation, you are urged to familiarize yourself with the provisions of the DTSA to determine if any disclosure you intend to make qualifies for such protection, or for protection under other applicable whistleblower laws. This provision shall remain in full force and effect after the termination of the Agreement. You agree that You will not make any statements to the press or media for, on behalf of, or about the SPJA unless that is part of the services You are retained to provide for SPJA, and then only with the prior written approval of SPJA.
16. LIMITED NON-COMPETITION. GUEST/ PERFORMER agrees to appear exclusively at the SPJA Show and not to appear or perform personally (live or live streaming) at another convention, concert, or venue within 400 miles of the SPJA Show during the two weeks before, during, and for the two weeks after the SPJA Show (the “Limited Places and Times”), unless SPJA consents otherwise in advance in writing.  In any event, if GUEST/PERFORMER is performing within 400 miles of the SPJA Show two weeks or more after the SPJA Show but within two months of the SPJA Show, the GUEST/PERFORMER shall not announce that other show until the SPJA Show.  Because SPJA has invested so much in producing and publicizing the SPJA Show at which GUEST/PERFORMER appears, SPJA would be irrevocably harmed if GUEST/PERFORMER personally appears (live or live streaming) in the Limited Places and Times around the SPJA Show at which they are appearing.  GUEST/PERFORMER agrees not to produce, create, or cause to be produced or created any Japanese culture event or convention in Southern California within two years after your Appearance.  Nothing herein limits GUEST/PERFORMER from distributing or marketing their own Intellectual Property, such as their songs, films, or other creative works on iTunes or in and through their normal and customary distribution and marketing channels. If the provisions contained herein are deemed to exceed the time or geographic limits or any other limits imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable
17. Unless agreed otherwise in writing, GUEST/PERFORMER shall obtain and maintain at Your own expense the following minimum primary insurance covering your employees, agents, contractors, and assigns for the duration of the Agreement and as long as reasonably necessary thereafter to adequately cover the obligations set out in the Agreement: 1) general commercial or personal liability insurance in amounts not less than $1,000,000.00 per claim and $3,000,000.00 aggregate; 2) vehicle insurance in the same amounts to cover all vehicles used in connection with the Agreement; and 3) workers’ compensation insurance to cover all of Your employees, if any. If You are domiciled in Japan, You may provide insurance by a Japanese insurance company with policy limits in Yen equivalent to the amounts above, and such insurance shall cover Your contracted goods, services, and property in the United States, if any. Such insurance will expressly cover you and your group as GUEST/PERFORMERs and participants, if you are performing or participating in an SPJA event or program. If You are serving food, liquor, or providing security, You shall secure additional insurance coverage appropriate to such activities, including for example, but not limited to, liquor liability insurance. Nothing here limits your obligation to obtain necessary appropriate levels of insurance coverage for all Your services, goods, activities, and participation in relation to the SPJA, the amounts set forth above being minimums. Before starting to provide any goods or services, and again no later than thirty (30) days before you are scheduled to provide goods or services at any SPJA event or program, you will deliver to SPJA a Certificate of Insurance as proof of such insurance naming the SPJA as an additional insured. If You receive payment by Your insurance company for a claim made against the SPJA, when the SPJA has incurred damages or costs in connection with such claim, You shall surrender the proceeds of that insurance payment to the SPJA to the full extent of its payment thereof.
18. INJURIES/RELEASE. You agree to completely release and hold SPJA and its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, and assigns harmless from any and all demands, damages, losses, liabilities, causes of action, lawsuits, attorneys’ fees, and/or claims of every kind or nature, whether known or unknown, in law or equity, including employment claims and acts or omissions by third parties such as medical providers, arising from or related to Your engagement with SPJA. This release does not apply to acts of gross negligence or intentional, willful, or wanton misconduct on the part of SPJA, but does apply to acts of ordinary negligence. You agree to secure this release in writing from Your personnel, if any, and others providing services or participating in activities connected with Your performance hereunder before allowing them to participate in services, activities or events arising from or related to this Agreement or to perform services hereunder.
19. INDEMNIFICATION. Each party shall indemnify, defend, and hold harmless the other party and each of its successors, assigns, employees, officers, directors, members, agents, representatives, or subsidiary companies (each an “Indemnified Party”) from any third party claim, suit, damage, loss, or expense (including reasonable attorneys’ fees) arising from the acts or omissions of the indemnifying party or any of its successors, assigns, employees, agents, or representatives (each an “Indemnifying Party”), including but not limited to claims and losses attributable to a breach of representation, warranty or obligation pursuant to the Agreement. This Section applies to, but is not limited to, any third party defamation or intellectual property infringement claim arising from the Indemnifying Party’s acts or omissions. The party seeking indemnification shall give the Indemnifying Party prompt written notice of any claim, demand, or action for which indemnity is sought.
20. EVENTS OF DEFAULT. It shall be an event of default hereunder by either party if that party (a) fails to pay any sums when due pursuant to the Agreement; or (b) otherwise materially breaches the Agreement; and such breach remains uncured for a period of fourteen (14) days after written notice thereof to the breaching party, (or, in the case of a breach relating to obligations set forth in Sections 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, and 16 herein, such breach is not cured in seven (7) days); or (c) is adjudicated as insolvent, declares bankruptcy, or files or has filed against it, any petition in bankruptcy; or (d) fails to continue its business. In the event of an event of default, SPJA may immediately terminate the Agreement upon written notice to GUEST/PERFORMER.
21. ASSIGNMENT. Your obligations under the Agreement may not be assigned or transferred to any other person, firm, corporation, or entity without the prior written consent of the SPJA.
22. FORCE MAJEURE. SPJA shall not be liable for a delay in its events, projects, activities, installations, or performance of its obligations under the Agreement due to causes beyond its control, including, without limitation, weather, fire, flood, earthquakes, or other natural disaster, pandemic, acts of God, unavailability of energy, telecommunication, utility, internet, or other transmission services, war, riot, labor difficulties, embargo, acts of the public enemy, supplier or carrier failures, national, regional, or local emergency, vandalism, explosion, federal, state or municipal law, order, regulation, or request, inability to obtain telephone or cable service or electricity, or damage to or destruction in whole or in part of any components essential to connection to the Internet, damage or destruction of the facilities or locations where performance is required, denial of permits or permissions required for performance, or any other causes, contingencies, or circumstances anywhere in the world not subject to the SPJA’s complete control which prevent or hinder the SPJA Show or SPJA’s performance under the terms of the Agreement or make the fulfillment of the Agreement impracticable (a “Force Majeure Event”). If performance or timely performance is made impracticable or impossible by the occurrence of a Force Majeure Event, SPJA shall not be deemed to have breached the Agreement. Further, in the event that SPJA is unable to meet its obligations hereunder because of such Force Majeure Event and the SPJA Show is cancelled, SPJA shall have no obligation to reschedule it or to refund any fees paid to it Performer hereby waives any claim for property or other damages or compensation.
23. DISPUTE RESOLUTION. The parties agree to meet and confer in good faith to attempt to resolve any dispute arising out of or related to the Agreement. Any dispute that is not resolved within forty-five (45) days of receipt of written notice of the dispute and that exceeds the jurisdictional limits of small claims court may be submitted to mediation upon mutual agreement of the parties to mediate, under a mutually agreeable mediator or, if none can be found, under JAMS. If the parties do not agree to mediate, or mediation is unsuccessful, the dispute shall be submitted to binding arbitration in Riverside County, CA before JAMS under JAMS arbitration rules as quickly as an arbitrator is available. The arbitration shall be held with only one mutually agreeable arbitrator, or, if one cannot be found, under JAMS’ rules for choosing an arbitrator. The arbitrator may order limited discovery in accord with JAMS' Recommended Arbitration Discovery Protocols and JAMS' Comprehensive Arbitration Rule 17 (or any amendment thereof). The arbitrator may not revise or alter the terms of the Agreement. The arbitrator shall be empowered to grant preliminary and permanent equitable relief in addition to awarding damages. Each party shall have the right to be represented by counsel at arbitration, and the prevailing party in any arbitration or lawsuit shall be entitled to recover its reasonable attorneys’ fees and costs. The parties agree to abide by all decisions and awards rendered in the arbitration, and the arbitrator’s decisions and awards, including any decision about which party shall pay costs and/or attorneys’ fees, shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. Any small claims action must be brought in the Superior Court of Riverside County, California. Notwithstanding the above, if either party determines in good faith that injunctive relief is needed, it may seek such injunctive relief in state or federal court.
24. CREDIT CARD. You represent and warrant that you will not take or receive any credit payments at the SPJA Show without express written approval from SPJA.
25. PERSONAL INFORMATION. In the course of providing services to SPJA, You may come into possession of “Personal Information,” meaning information that identifies or can be used, alone or in combination with other information, to identify an individual. You agree to treat Personal Information gathered by or provided to You in accordance with all applicable privacy and other laws.
26. AUDIT RIGHTS.
27. a) SPJA or its duly authorized representative shall have the right to examine Your records insofar as they relate to services or goods You provide to SPJA. For the avoidance of doubt, SPJA shall have no right to examine any records that relate to Your other events or other clients, or Your financial statements. Such audit inspection shall be made upon reasonable written notice, during normal business hours, and under such conditions as You may reasonably prescribe and not more than once per calendar year. If an error in the amount paid or payable to either party is discovered as a result of any such examination, the party in whose favor the error was made shall promptly pay to the other the amount of the error. Any such examination shall be at SPJA’s expense unless errors of accounting in SPJA’s favor amounting to 5% or more of the total sum paid hereunder shall be found, and then You shall contribute to the cost of the examination up to the amount of the error so determined.
28. b) In the event that in the course of a PCI compliance audit, Your PCI auditors flag concerns applicable specifically to Cardholder Data obtained by You in processing for the SPJA Show (but not, for the avoidance of doubt, concerns applicable to Cardholder Data or Company’s Cardholder Data Environment generally), You shall notify SPJA of such issues as soon as reasonably practicable thereafter.
29. RFID TECHNOLOGY. SPJA may use RFID technology for attendees at the SPJA Show. GUEST/PERFORMER may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA OR SPJA’S PREFERRED AUTHORIZED RFID PROVIDER WILL 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).
30. NON-DISPARAGEMENT. Each party agrees that it will not disparage the other party or its activities, services, agents, representatives, directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including comments or posts to social media.  Nothing in this paragraph shall prohibit either party from providing truthful information in response to a subpoena or other legal process.
31. SURVIVAL. The following Sections shall survive termination of the Agreement:

28. GENERAL PROVISIONS.
29. No waiver or amendment, including those made by custom, usage of trade, course of dealing, or failure of either party to exercise any right provided for herein, will be effective unless in writing and shall not be deemed a waiver of any other breach or right hereunder.
30. The Customized Agreement shall be construed using the intellectual property laws of the United States, and the laws of the State of California, without reference to conflicts of law. The parties consent to the jurisdiction of any federal or state court within Riverside County, California.
31. The language in all parts of the Agreement shall be construed as a whole in accordance with its fair meaning, not for or against any party, and without regard to any statutes which provide for the language of an agreement to be construed against the drafter. If any provision of this Agreement is determined to be invalid or unenforceable, this Agreement shall remain in effect, and the offending provision shall be modified to the extent required to make the provision valid or enforceable, or if that is not possible, then that provision shall be stricken and all other provisions shall remain in effect.
32. This Agreement and its Schedules are personal to You and may not be assigned or transferred to any other person, firm, corporation, or entity without SPJA’s prior written consent; otherwise, the Agreement shall bind and be for the benefit of the parties and their heirs, fiduciaries, successors and permitted assigns.
33. Correspondence will be to the parties at the addresses specified below or to such other places that the parties designate from time to time in writing. A copy of each such notice shall also be sent to SPJA, 19675 Temescal Canyon Road, Corona, CA 92881.
34. Paragraph headings used herein are for convenience only and shall not affect the interpretation nor be deemed to be a part of the Agreement.
35. No party hereto has relied upon any other promise, representation or warranty, other than those contained herein, in executing the Agreement.
36. Each person signing the Agreement represents and warrants that s/he has the authority to sign it and to bind any company on whose behalf s/he purports to sign.

Performer

SCHEDULE A: SPJA GUEST/PERFORMER CONTRACT STANDARD TERMS AND CONDITIONS

NOTICE: IF THE CUSTOMIZED AGREEMENT AND THIS SCHEDULE A IS NOT SIGNED BY [DATE], THE OFFER TO PERFORM OR PROVIDE GOODS OR SERVICES TO SPJA IS AUTOMATICALLY CANCELLED UNLESS AND UNTIL SPJA EXPRESSLY EXTENDS THE OFFER IN WRITING.

RECITALS

This Schedule A: SPJA GUEST/PERFORMER Contract Standard Terms and Conditions (“Schedule A” or “Standard Terms”) is attached to and/or incorporated by reference into GUEST/PERFORMER’s Customized Agreement with The Society for the Promotion of Japanese Animation, a California nonprofit public benefit corporation (“SPJA”), to provide goods or services to SPJA (the “Customized Agreement”). Together, the Customized Agreement and these Standard Terms are the “Agreement.” “You” or “GUEST/PERFORMER” means the individual, organization, agency, company, or business named in the Customized Agreement, who has agreed to appear exclusively at the SPJA show designated in the Customized Agreement (the “SPJA Show”). All capitalized defined terms, unless otherwise defined herein, shall have the meanings assigned to such terms in the Customized Agreement. Where the Customized Agreement conflicts with these Standard Terms, these Standard Terms shall control, unless the Customized Agreement expressly states that a part of the Customized Agreement is intended to and does modify these Standard Terms.  These Standard Terms affirm that GUEST/PERFORMER’s performance under the Customized Agreement shall be in accord with the mission of the SPJA. To further the Agreement between the parties and the nonprofit purposes of the SPJA, the parties agree as follows:

1. YOUTH PROTECTION POLICY.
   • GUEST/PERFORMER and each other person who will be present at the SPJA Show on GUEST/PERFORMER’s behalf shall read SPJA’s Youth Protection Policy (“YPP”), and are also strongly encouraged to view the YPP training videos. Both the Youth Protection Policy and the YPP training videos are available at: www.YouthProtectionPortal.org/SPJA.
   • Although not required, GUEST/PERFORMER is strongly urged to conduct criminal background checks on all personnel who will be present at the SPJA Show on GUEST/PERFORMER’s behalf, and may do so at SPJA’s expense through its third party vendor. No one who is disqualified under YPP Section 5, “Disqualifying Criteria”, may attend the SPJA Show.
   • NON-DISCRIMINATION. You represent and warrant that You do not discriminate in hiring, employment, participation or services rendered on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by GUEST/PERFORMER.
2. PHOTOGRAPHS AND GRANT OF RIGHTS. You grant permission to SPJA and its agents to take visual and audio recordings of You (the “Recordings”) while at an SPJA event or program. SPJA shall own the copyrights to the Recordings (including any extensions and renewals thereof) throughout the world, in perpetuity.
3. SPJA’S REPORTING OBLIGATIONS. You understand and agree that SPJA may be required to disclose financial information, contracts, information about salaries and other employee information, and other information to government agencies, in SPJA's public federal and state tax returns, and elsewhere in with local, state and federal disclosure laws and regulations that apply to SPJA, or pursuant to subpoena.
4. RELIANCE ON DATA. SPJA is entitled to rely upon data, information, and representations provided by GUEST/PERFORMER. If any error results from incorrect data supplied by You, You shall be responsible for discovering and reporting such error and supplying the data necessary to correct such error to SPJA.
5. RETURN OF RECORDS. Upon termination of the Agreement, or at any time upon the written request of SPJA for any reason, GUEST/PERFORMER shall deliver all notes, records, data, memoranda, models, equipment, or other materials of any nature that are in GUEST/PERFORMER’s Performer’s possession, custody, control that are SPJA’s property or relate to SPJA’s business (and all copies thereof).
6. TRADEMARKS, TRADENAMES AND LOGOS. SPJA reserves all right, title, and interest in all SPJA trademarks and logos (the "Marks"), including but not limited to: THE SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION, SPJA, ANIME EXPO, AX, ANIME EXPO CHIBI, Project Anime, PA, LOUNGE 21, and the “ax mascots”, as well as any other trademarks or logos, derivations thereof, and marks substantially similar thereto in which SPJA has or may obtain statutory or common law trademark rights. You understand and agree that the Marks are licensed to You for Your use only if and solely as set forth in the Customized Agreement, and only for the benefit of and on behalf of the SPJA; and are not licensed to You at all if not set out in the Customized Agreement. Any and all licensed rights terminate at the end of the Agreement's Term. The Marks shall be used only in the form, style, and type prescribed by the SPJA. You shall neither directly or indirectly obtain nor attempt to obtain any right, title, or interest in or to the SPJA's Marks, and You hereby expressly waive any right which You may have to do so. You recognize SPJA’s exclusive ownership of its Marks.
7. INDEPENDENT CONTRACTORS. The parties are and shall be construed to be independent contractors, and not as agents, joint venturers, or legal partners, notwithstanding use of words like “collaborator” or “partner” in publicity or otherwise. Neither party shall participate in the other’s employee benefit or compensation plan. Each party shall be solely responsible for compensating its own employees and contractors and for their worker’s compensation and other benefits, if any. Neither party may enter into contracts or incur liabilities on behalf of the other. You shall control Your method of work while fulfilling Your obligations to the SPJA, although the SPJA may establish reasonable standards of performance and the quality of deliverables. Each party shall be responsible for the conduct of its own business and comply fully with applicable laws. Except where the legal obligation for remitting taxes falls solely on SPJA, all payments made to GUEST/PERFORMER shall be made without deduction for federal, state, or local payroll, withholding or social security taxes, or unemployment or workers' compensation insurance. As between SPJA and GUEST/PERFORMER, GUEST/PERFORMER shall be solely responsible for paying all taxes due on such payments and comply with all government requirements pertaining to income, employment, social security and other taxes.
8. COMPLIANCE WITH LAWS & POLICIES. GUEST/PERFORMER shall comply with all federal, state, and local laws, codes, ordinances, rules and regulations, and those of the participating venues of the SPJA Show (including, without limitation, copyrights, trademarks, and any union work rules, and PCI compliance). GUEST/PERFORMER shall comply with SPJA’s policies available via spja.org/legal, as SPJA may amend from time to time at its sole discretion (the “SPJA Policies”), while at the SPJA Show. Noncompliance may result in immediate removal of the GUEST/PERFORMER.
9. ANTI-CORRUPTION LAWS. GUEST/PERFORMER acknowledges and confirms understanding of the applicable Anti-Corruption Laws. “Anti-Corruption Laws” shall mean, collectively: (i) the United States Foreign Corrupt Practices Act (the “FCPA”); (ii) the Japanese Unfair Competition Prevention Act (“UCPA”); any applicable legislation or regulation implementing the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions; and (iii) all other applicable laws, regulations, orders, judicial decisions, conventions, and international financial institution rules regarding domestic or international corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls. Neither You nor Your officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, or assigns will, directly or indirectly, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value, to a public official or entity for purposes of obtaining or retaining business for or with, or directing business to, any person, including, without limitation, the SPJA, by (i) influencing any official act, decision or omission; (ii) inducing such public official or entity to do or omit to do any act in violation of their lawful duty (iii) securing any improper advantage; or (iv) inducing such public official or entity to affect or influence any act or decision of another public official or entity. You agree that SPJA has the right to audit your books and records related to the Agreement. Notwithstanding any other provision contained herein, SPJA may immediately terminate the Agreement with no obligation to reimburse any expense incurred or pay for any service performed by GUEST/PERFORMER if, in the SPJA’s reasonable opinion, (i) GUEST/PERFORMER has failed to provide adequate documentation or information regarding an expense or service, or (ii) an expense reimbursement or service payment would cause a violation of any Anti-Corruption Law.
10. EXPORT CONTROL LAWS. GUEST/PERFORMER shall not cause SPJA to be in violation of any Export Control Law. “Export Control Laws” mean all U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C. §§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999.
11. CONFIDENTIALITY. This Section governs every Customized Agreement between SPJA and a party who has not signed a separate written confidentiality or nondisclosure agreement with SPJA. Where the parties have entered into a separate written confidentiality or nondisclosure agreement, that agreement supersedes and replaces this Section. During the term of the Customized Agreement, You may be exposed to certain Confidential Information of SPJA. The term “Confidential Information” means any and all information that is disclosed to or received by GUEST/PERFORMER from SPJA, in any form, concerning SPJA's techniques, procedures, and methods for producing and securing permits, security, facilities, funding, sponsorship, participation, and support for projects, business, products, contacts, contact lists, business plans, or its directors’, staff or volunteers’ personal lives unless that information: i) is already public information; ii) is learned from a third party not bound by a confidentiality agreement; or iii) becomes public through no breach of the Agreement. GUEST/PERFORMER agrees that whether or not marked “confidential,” all information disclosed by SPJA is Confidential Information except for information that SPJA includes in materials developed and approved by SPJA for public distribution; or which information is already public information at or before the time it is disclosed to You. Subject to the whistleblower notice below, You agree that You will not disclose to any third party, except Your accountant or attorney or pursuant to a subpoena, any Confidential Information of SPJA without the prior written consent of SPJA and will only use such Confidential Information in furtherance of the object of the Agreement. Important Notice: The Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b) (the “DTSA”)), provides some protections to whistleblowers who confidentially disclose a trade secret to their Attorney, a government official, or in a court filing made under seal. While not a contractual obligation, you are urged to familiarize yourself with the provisions of the DTSA to determine if any disclosure you intend to make qualifies for such protection, or for protection under other applicable whistleblower laws. This provision shall remain in full force and effect after the termination of the Agreement. You agree that You will not make any statements to the press or media for, on behalf of, or about the SPJA unless that is part of the services You are retained to provide for SPJA, and then only with the prior written approval of SPJA.
12. LIMITED NON-COMPETITION. GUEST/PERFORMER agrees to appear exclusively at the SPJA Show and not to appear or perform personally (live or live streaming) at another convention, concert, or venue within 400 miles of the SPJA Show during the two weeks before, during, and for the two weeks after the SPJA Show (the “Limited Places and Times”), unless SPJA consents otherwise in advance in writing.  In any event, if GUEST/PERFORMER is performing within 400 miles of the SPJA Show two weeks or more after the SPJA Show but within two months of the SPJA Show, the GUEST/PERFORMER shall not announce that other show until the SPJA Show.  Because SPJA has invested so much in producing and publicizing the SPJA Show at which GUEST/PERFORMER appears, SPJA would be irrevocably harmed if GUEST/PERFORMER personally appears (live or live streaming) in the Limited Places and Times around the SPJA Show at which they are appearing.  GUEST/PERFORMER agrees not to produce, create, or cause to be produced or created any Japanese culture event or convention in Southern California within two years after your Appearance.  Nothing herein limits GUEST/PERFORMER from distributing or marketing their own Intellectual Property, such as their songs, films, or other creative works on iTunes or in and through their normal and customary distribution and marketing channels. If the provisions contained herein are deemed to exceed the time or geographic limits or any other limits imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.
13. Unless agreed otherwise in writing, GUEST/PERFORMER shall obtain and maintain at Your own expense the following minimum primary insurance covering your employees, agents, contractors, and assigns for the duration of the Agreement and as long as reasonably necessary thereafter to adequately cover the obligations set out in the Agreement: 1) general commercial or personal liability insurance in amounts not less than $1,000,000.00 per claim and $3,000,000.00 aggregate; 2) vehicle insurance in the same amounts to cover all vehicles used in connection with the Agreement; and 3) workers’ compensation insurance to cover all of Your employees, if any. If You are domiciled in Japan, You may provide insurance by a Japanese insurance company with policy limits in Yen equivalent to the amounts above, and such insurance shall cover Your contracted goods, services, and property in the United States, if any. Such insurance will expressly cover you and your group as GUEST/PERFORMERs and participants, if you are performing or participating in an SPJA event or program. If You are serving food, liquor, or providing security, You shall secure additional insurance coverage appropriate to such activities, including for example, but not limited to, liquor liability insurance. Nothing here limits your obligation to obtain necessary appropriate levels of insurance coverage for all Your services, goods, activities, and participation in relation to the SPJA, the amounts set forth above being minimums. Before starting to provide any goods or services, and again no later than thirty (30) days before you are scheduled to provide goods or services at any SPJA event or program, you will deliver to SPJA a Certificate of Insurance as proof of such insurance naming the SPJA as an additional insured. If You receive payment by Your insurance company for a claim made against the SPJA, when the SPJA has incurred damages or costs in connection with such claim, You shall surrender the proceeds of that insurance payment to the SPJA to the full extent of its payment thereof.
14. INJURIES/RELEASE. You agree to completely release and hold SPJA and its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, and assigns harmless from any and all demands, damages, losses, liabilities, causes of action, lawsuits, attorneys’ fees, and/or claims of every kind or nature, whether known or unknown, in law or equity, including employment claims and acts or omissions by third parties such as medical providers, arising from or related to Your engagement with SPJA. This release does not apply to acts of gross negligence or intentional, willful, or wanton misconduct on the part of SPJA, but does apply to acts of ordinary negligence. You agree to secure this release in writing from Your personnel, if any, and others providing services or participating in activities connected with Your performance hereunder before allowing them to participate in services, activities or events arising from or related to this Agreement or to perform services hereunder.
15. INDEMNIFICATION. Each party shall indemnify, defend, and hold harmless the other party and each of its successors, assigns, employees, officers, directors, members, agents, representatives, or subsidiary companies (each an “Indemnified Party”) from any third party claim, suit, damage, loss, or expense (including reasonable attorneys’ fees) arising from the acts or omissions of the indemnifying party or any of its successors, assigns, employees, agents, or representatives (each an “Indemnifying Party”), including but not limited to claims and losses attributable to a breach of representation, warranty or obligation pursuant to the Agreement. This Section applies to, but is not limited to, any third party defamation or intellectual property infringement claim arising from the Indemnifying Party’s acts or omissions. The party seeking indemnification shall give the Indemnifying Party prompt written notice of any claim, demand, or action for which indemnity is sought.
16. EVENTS OF DEFAULT. It shall be an event of default hereunder by either party if that party (a) fails to pay any sums when due pursuant to the Agreement; or (b) otherwise materially breaches the Agreement; and such breach remains uncured for a period of fourteen (14) days after written notice thereof to the breaching party, (or, in the case of a breach relating to obligations set forth in Sections 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, and 16 herein, such breach is not cured in seven (7) days); or (c) is adjudicated as insolvent, declares bankruptcy, or files or has filed against it, any petition in bankruptcy; or (d) fails to continue its business. In the event of an event of default, SPJA may immediately terminate the Agreement upon written notice to GUEST/PERFORMER.
17. ASSIGNMENT. Your obligations under the Agreement may not be assigned or transferred to any other person, firm, corporation, or entity without the prior written consent of the SPJA.
18. FORCE MAJEURE. SPJA shall not be liable for a delay in its events, projects, activities, installations, or performance of its obligations under the Agreement due to causes beyond its control, including, without limitation, weather, fire, flood, earthquakes, or other natural disaster, pandemic, acts of God, unavailability of energy, telecommunication, utility, internet, or other transmission services, war, riot, labor difficulties, embargo, acts of the public enemy, supplier or carrier failures, national, regional, or local emergency, vandalism, explosion, federal, state or municipal law, order, regulation, or request, inability to obtain telephone or cable service or electricity, or damage to or destruction in whole or in part of any components essential to connection to the Internet, damage or destruction of the facilities or locations where performance is required, denial of permits or permissions required for performance, or any other causes, contingencies, or circumstances anywhere in the world not subject to the SPJA’s complete control which prevent or hinder the SPJA Show or SPJA’s performance under the terms of the Agreement or make the fulfillment of the Agreement impracticable (a “Force Majeure Event”). If performance or timely performance is made impracticable or impossible by the occurrence of a Force Majeure Event, SPJA shall not be deemed to have breached the Agreement. Further, in the event that SPJA is unable to meet its obligations hereunder because of such Force Majeure Event and the SPJA Show is cancelled, SPJA shall have no obligation to reschedule it or to refund any fees paid to it hereunder. Performer hereby waives any claim for property or other damages or compensation.
19. DISPUTE RESOLUTION. The parties agree to meet and confer in good faith to attempt to resolve any dispute arising out of or related to the Agreement. Any dispute that is not resolved within forty-five (45) days of receipt of written notice of the dispute and that exceeds the jurisdictional limits of small claims court may be submitted to mediation upon mutual agreement of the parties to mediate, under a mutually agreeable mediator or, if none can be found, under JAMS. If the parties do not agree to mediate, or mediation is unsuccessful, the dispute shall be submitted to binding arbitration in Riverside County, CA before JAMS under JAMS arbitration rules as quickly as an arbitrator is available. The arbitration shall be held with only one mutually agreeable arbitrator, or, if one cannot be found, under JAMS’ rules for choosing an arbitrator. The arbitrator may order limited discovery in accord with JAMS' Recommended Arbitration Discovery Protocols and JAMS' Comprehensive Arbitration Rule 17 (or any amendment thereof). The arbitrator may not revise or alter the terms of the Agreement. The arbitrator shall be empowered to grant preliminary and permanent equitable relief in addition to awarding damages. Each party shall have the right to be represented by counsel at arbitration, and the prevailing party in any arbitration or lawsuit shall be entitled to recover its reasonable attorneys’ fees and costs. The parties agree to abide by all decisions and awards rendered in the arbitration, and the arbitrator’s decisions and awards, including any decision about which party shall pay costs and/or attorneys’ fees, shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. Any small claims action must be brought in the Superior Court of Riverside County, California. Notwithstanding the above, if either party determines in good faith that injunctive relief is needed, it may seek such injunctive relief in state or federal court.
20. CREDIT CARD

You represent and warrant that you will not take or receive any credit payments at the SPJA Show without express written approval from SPJA.

23. PERSONAL INFORMATION.

In the course of providing services to SPJA, You may come into possession of “Personal Information,” meaning information that identifies or can be used, alone or in combination with other information, to identify an individual. You agree to treat Personal Information gathered by or provided to You in accordance with all applicable privacy and other laws.

24. AUDIT RIGHTS. a) SPJA or its duly authorized representative shall have the right to examine Your records insofar as they relate to services or goods You provide to SPJA. For the avoidance of doubt, SPJA shall have no right to examine any records that relate to Your other events or other clients, or Your financial statements. Such audit inspection shall be made upon reasonable written notice, during normal business hours, and under such conditions as You may reasonably prescribe and not more than once per calendar year. If an error in the amount paid or payable to either party is discovered as a result of any such examination, the party in whose favor the error was made shall promptly pay to the other the amount of the error. Any such examination shall be at SPJA’s expense unless errors of accounting in SPJA’s favor amounting to 5% or more of the total sum paid hereunder shall be found, and then You shall contribute to the cost of the examination up to the amount of the error so determined.
    b) In the event that in the course of a PCI compliance audit, Your PCI auditors flag concerns applicable specifically to Cardholder Data obtained by You in processing for the SPJA Show (but not, for the avoidance of doubt, concerns applicable to Cardholder Data or Company’s Cardholder Data Environment generally), You shall notify SPJA of such issues as soon as reasonably practicable thereafter.
25. RFID TECHNOLOGY. SPJA may use RFID technology for attendees at the SPJA Show. GUEST/PERFORMER may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA OR SPJA’S PREFERRED AUTHORIZED RFID PROVIDER WILL 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).
26. NON-DISPARAGEMENT. Each party agrees that it will not disparage the other party or its activities, services, agents, representatives, directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including comments or posts to social media.  Nothing in this paragraph shall prohibit either party from providing truthful information in response to a subpoena or other legal process.
27. SURVIVAL. The following Sections shall survive termination of the Agreement:

28. GENERAL PROVISIONS.
    • No waiver or amendment, including those made by custom, usage of trade, course of dealing, or failure of either party to exercise any right provided for herein, will be effective unless in writing and shall not be deemed a waiver of any other breach or right hereunder.
    • The Customized Agreement shall be construed using the intellectual property laws of the United States, and the laws of the State of California, without reference to conflicts of law. The parties consent to the jurisdiction of any federal or state court within Riverside County, California.
    • The language in all parts of the Agreement shall be construed as a whole in accordance with its fair meaning, not for or against any party, and without regard to any statutes which provide for the language of an agreement to be construed against the drafter. If any provision of this Agreement is determined to be invalid or unenforceable, this Agreement shall remain in effect, and the offending provision shall be modified to the extent required to make the provision valid or enforceable, or if that is not possible, then that provision shall be stricken and all other provisions shall remain in effect.
    • This Agreement and its Schedules are personal to You and may not be assigned or transferred to any other person, firm, corporation, or entity without SPJA’s prior written consent; otherwise, the Agreement shall bind and be for the benefit of the parties and their heirs, fiduciaries, successors and permitted assigns.
    • Correspondence will be to the parties at the addresses specified below or to such other places that the parties designate from time to time in writing. A copy of each such notice shall also be sent to SPJA, 19675 Temescal Canyon Road, Corona, CA 92881.
    • Paragraph headings used herein are for convenience only and shall not affect the interpretation nor be deemed to be a part of the Agreement.
    • No party hereto has relied upon any other promise, representation or warranty, other than those contained herein, in executing the Agreement.
    • Each person signing the Agreement represents and warrants that s/he has the authority to sign it and to bind any company on whose behalf s/he purports to sign.

Sponsor

ANIME EXPO® 2024 SPONSORS SCHEDULE A: STANDARD TERMS AND CONDITIONS

1. Defined Terms. These Standard Terms and Conditions (“Standard Terms”) are fully incorporated into and are a material part of the Sponsor Event Marketing Opportunity Application and Contract (“Agreement”) between The Society for the Promotion of Japanese Animation (“SPJA”) and the Sponsor identified in the Agreement. By contracting to sponsor an event marketing opportunity (“EMO”) at Anime Expo®, you agree to abide by these Standard Terms. The "Event" means Anime Expo®, currently scheduled for July 4 through 7, 2024 at the Los Angeles Convention Center ("Event Facility"). The Event is owned, produced, and managed by SPJA. "SPJA" means SPJA and its authorized representatives. "Sponsor," means: (i) the sponsor; (ii) the sponsor’s company; (iii) those staffing the sponsor’s booth or acting on the sponsor’s behalf with regard to the Event; (iv) any other entity or person that applied for EMO and signed this Agreement as a sponsor and (v) each of sponsor’s owners, officers, directors, members, shareholders, employees, contractors, agents, representatives, and invitees. “Minor” means a person under 18 years old. Sponsor is solely responsible for verifying age where applicable. All capitalized defined terms, unless otherwise defined herein, shall have the meanings assigned to such terms in the Agreement (excluding for this purpose the provisions of these Standard Terms).

2. Youth Protection Policy.

(a) All personnel who will be present at the Event on Sponsor’s behalf must read SPJA’s Youth Protection Policy (“YPP”), located at YouthProtectionPortal.org/SPJA, as SPJA may amend from time to time at its sole discretion, and all such personnel are strongly encouraged to view the YPP training videos, also located at www.YouthProtectionPortal.org/SPJA.

(b) Although not required, Sponsor is strongly encouraged to conduct criminal background checks on all personnel who will be present at the Event on Sponsor’s behalf. No one may attend the Event who is disqualified under YPP Section 5, “Disqualifying Criteria.”

3. Contract Acceptance & Remedies. This Agreement shall become binding and effective when fully executed by both Sponsor and SPJA. If Sponsor materially violates (a) this Agreement, including the Standard Terms, (b) SPJA’s policies available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (the “SPJA Policies”), including, without limitation, the YPP, the Prop/Replica Weapons Policy, and the Privacy Policy (each as defined hereunder) or (c) the Exhibitor Service Manual (as defined in Section 11), SPJA may, in its sole discretion and without limiting any of its other remedies, close an EMO, terminate this Agreement, or refuse to permit Sponsor to participate in future events.

4. Qualifications of Sponsor. SPJA, in its sole discretion, has the right to determine whether a prospective 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 sponsor. SPJA’s countersignature on the Agreement means that the Sponsor has been deemed eligible to participate.

5. Payment Terms.

(a) Sponsor must pay one hundred percent (100%) of the Total EMO Fee set forth in the Agreement, plus any applicable credit card processing fees, foreign transaction fees, or wire transfer fees by the due date (“Due Date”) which is either (i) seven (7) business days after the date the Agreement is executed by both Sponsor and SPJA, if the date of full execution occurs before May 25^th, or (ii) immediately upon execution of the Agreement by Sponsor if Sponsor executes the Agreement on or after May 25^th.

(b) Sponsor shall also pay a rush fee of twenty percent (20%) of the Total EMO Fee (“Rush Fee”) along with Sponsor’s payment of the Total EMO Fee if: (i) Sponsor executes the Agreement on or after May 25^th, or (ii) the Agreement is effective before May 25^th but Sponsor does not pay the Total EMO Fee until on or after May 25^th, and SPJA has not chosen to terminate the Agreement pursuant to Section 6.

(c) Sponsor shall further pay a late fee of ten percent (10%) of the Total EMO Fee (“Late Fee”) if the Total EMO Fee is not paid by the Due Date, and SPJA has not chosen to terminate the Agreement pursuant to Section 6.

6. Sponsor Failure to Pay. If Sponsor fails to make any payment required by Section 5, SPJA may terminate the Agreement and Sponsor participation in the Event immediately without further notice and without any obligation to refund monies previously paid; the EMO space shall revert back to SPJA and the Sponsor shall remain liable for the full payment for the EMO. Applications will not be accepted unless a Sponsor has complied with all past financial obligations to date with respect to SPJA. SPJA reserves the right at its discretion to refuse Sponsor permission to move in and set up an EMO if any payment due to SPJA is in arrears. 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 Sponsor from any liability hereunder. Releasees (as defined in Section 25) 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 Sponsor under this Agreement, if any, to offset any other debt or obligation that Sponsor owes to SPJA, whether or not such indebtedness arises from this Agreement.

8. Assignment of EMO Space. SPJA has the sole discretion to assign Event 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 a Sponsor to another location prior to or during the Event.

9. EMO Space Occupancy. SPJA has sole discretion to designate hours and dates for installing, occupying, and dismantling EMOs. If Sponsor 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 Sponsor. 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 EMO, then Sponsor shall pay such charges within thirty (30) days of the Event as billed. Nothing in this Section shall limit SPJA’s rights under Section 31 (Cancellation by Sponsor).

10. Sponsor Badges. Sponsor shall receive complimentary badges as set out in the Agreement. Parking vouchers or passes are not available.

11. Exhibitor Service Manual. Before the Event, SPJA will send an Exhibitor Service Manual (“ESM”) to the Sponsor contact listed on the first page of the Agreement. The ESM is a set of rules and regulations for Sponsors, and it will include information essential to participation in the Event, including but not limited to official contractor order forms, registration, shipping and drayage, utilities and building services, exhibit display rules, and move-in/move-out schedules. SPJA may amend, revoke, or adopt a new ESM from time-to-time upon three (3) days’ notice to Sponsor. The ESM is incorporated here fully by reference and Sponsor shall thereby be bound.

12. Conduct at Event. Sponsor shall conduct itself at all times in accord with normal standards of decorum and good taste at an event open to Minors. All EMOs shall display products or services in a tasteful manner as determined in SPJA’s sole discretion, which discretion shall be exercised in a commercially reasonable manner. Live animals, nudity, partial nudity, carnival-type attractions, and gambling are prohibited. Advertising distributions must be made only from within an EMO booth. The aisles, passageways, and overhead spaces remain under control of SPJA. No signs, decorations, banners, advertising material, or special EMOs will be permitted in any of these spaces except by special written permission of SPJA. Those staffing the Sponsor booth or otherwise acting as its representative or agent with regard to the Event must remain within the Sponsor booth while working. Sponsor displays must be arranged so that booth visitors do not block aisles. Entertainment or advertisements outside an EMO booth are prohibited.

13. Sound Policy & Excessive Noise. Controlled mechanical reproduction of sound or music is permitted. Sound must not be projected outside the EMO booth. SPJA has the sole discretion to determine acceptable noise levels, with a maximum noise level of 85 decibels. Sponsor 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. Sponsor shall comply with any request by SPJA, the Event Facility, or the City of Los Angeles (the “City”) to discontinue any such sound or music. If SPJA, in its sole discretion, finds Sponsor in material violation of this sound policy, SPJA may: (a) on first violation, give Sponsor a written warning; (b) if a second violation occurs, disconnect Sponsor’s power for the remainder of the Event, and Sponsor shall not be entitled to any refund or reimbursement whatsoever. If SPJA has disconnected the Sponsor’s power for a sound violation at a prior event, SPJA may immediately disconnect the Sponsor’s power for the remainder of the Event upon Sponsor’s first sound violation. SPJA may require separate, binding agreements with sound policy violators to review and approve sound policy, violators’ EMO space design, and other related issues on a commercially reasonable basis before sound policy violators are permitted to book space in future events.

14. Fire and Safety Laws. Sponsor shall comply with all federal, state, and local fire and safety laws at all times. Sponsor is solely responsible for ensuring its compliance with such laws. If the Event Facility modifies its rules and regulations with less than three (3) days’ advance notice to SPJA, or if the fire marshal or other law enforcement requires immediate action that impacts an EMO booth, Sponsor shall comply immediately upon being notified of such modified rules and regulations or required actions.

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. Sponsor represents and warrants that its EMO booth shall not contain, display, sell, distribute or make available any Infringing Content, and that the 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 or permissions in writing. SPJA may require Sponsor to produce Sponsor written license or authorization to display, reproduce or distribute materials in Sponsor booth, and Sponsor shall keep such written licenses and authorizations in the booth at all times. If such authorization is not produced within a commercially reasonable amount of time upon SPJA’s request, SPJA may, without further warning and without incurring any liability whatsoever, require Sponsor to remove the Infringing Content from the premises, eject the Sponsor from the Event, and/or disqualify 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, Prop Weapons and Adult Material.

(a) The sale of guns, tasers, pepper spray, mace, hand crossbows, metal and/or hard prop weapons of all kinds are strictly prohibited at Event. Metal weapons and/or hard prop weapons of all kinds are not permitted onsite at Event. Sponsor agrees that metal weapons and/or hard props weapons cannot be sold, bought, and/or displayed in any way onsite at Event. Metal weapons and/or hard prop weapons include, but are not limited to, sharpened metal-bladed weapons (e.g., axes, daggers, hatches, knives, kunai, shuriken, swords, sword canes, and switchblades), blunt weapons (e.g., brass knuckles, clubs, and nunchaku), prop weapons made of metal and/or wood, functional and/or realistic replica firearms made of metal, and functional projectile weapons (e.g., crossbows and longbows).

(b) Any prop/replica weapons that do not adhere to SPJA’s Prop/Replica Weapons Policy available via spja.org/legal, as SPJA may amend from time to time at its sole discretion (“Prop/Replica Weapons Policy”), are strictly prohibited. Sponsors may only sell prop/replica weapons that adhere to the Prop/Replica Weapons Policy. Sponsors shall be further bound by the rules and regulations pertaining to prop/replica weapons as set forth in the ESM.

(c) All Sponsors that display or sell any adult material must be in the pre-approved designated space as determined by SPJA.

(d) Sponsor shall ensure that no adult material will be displayed, offered, sold to, or handled by a Minor.

(e) SPJA may demand the immediate removal of any Sponsor that fails to comply with this Section. If SPJA removes or restricts an EMO that SPJA considers to be objectionable or inappropriate in the commercially reasonable exercise of its sole discretion, no refund will be due to Sponsor, notwithstanding any other provision of this Agreement.

17. Personal Data.

(a) Sponsor shall comply with all applicable privacy and other laws, and with SPJA’s Privacy Policy available via spja.org/legal, as SPJA may amend from time to time at its sole discretion (“Privacy Policy”), with regard to any Personal Data collected by Sponsor for any reason in connection with this Agreement or Sponsor participation in the Event. “Personal Data” means information that identifies or can be used, alone or in combination with other information, to identify an individual.

(b) In the event Sponsor (“Credit Card Taker”) accepts credit cards for payment in the exhibiting space, Credit Card Taker will, in the course of such credit card payment services, come into possession of Personal Data of individuals who pay with credit cards (“Cardholder(s)”). Credit Card Taker agrees to treat Personal Data of Cardholders gathered by it or provided to it in accordance with all applicable privacy and other laws, in accordance with the Privacy Policy, and in accordance with the Payment Card Industry Data Security Standard then applicable to the credit card industry (“PCI DSS”).

18. PCI Compliance. 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. “Cardholder Data” shall have the meaning given to it by the PCI DSS.  Nothing herein limits Credit Card Taker’s use of Personal Data (and other information) relating to Cardholders for any lawful purpose, provided, that Credit Card Taker agrees not to sell such Personal Data 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 Credit Card Taker 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 by email to: finance@spja.org and to legal@spja.org. 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 Data 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 Sponsor failing to comply with this Section or other PCI requirements.

19. Event Listings, Promotions, & Live Simulcasts; Filming by Sponsor.

(a) 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 using many different media (“Promotional Purposes”). Sponsor gives SPJA permission to take still photographs and moving sound and audiovisual recordings of Sponsor booth space, EMOs, 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, including Sponsor Public Displays, in SPJA Event programs, listings and other SPJA promotional materials including Live Simulcasts (as defined below) of the Event. For Promotional Purposes, Sponsor expressly grants to SPJA a worldwide, 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 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 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, Sponsor grants SPJA the right to simulcast “live” 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 such 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. Sponsor hereby represents and warrants that it shall obtain any necessary consents from its employees, contractors, or other representatives in order to grant SPJA these exclusive rights.

(b) If Sponsor intends to tape, film, broadcast, telecast, or stream the Event by any means at any time, whether on a live, delayed, or other basis, including by any means of signal distribution, exhibition, or recordation now known or hereafter created, including, without limitation, on television or radio, over the Internet (including via social media or “over the top” platforms), in motion pictures, or for video tape or DVD distribution (the “Filming Activity”), Sponsor (i) shall first obtain the prior written consent of SPJA to conduct such Filming Activity, (ii) shall have entered into a location filming agreement with SPJA, in a form provided by SPJA (the “Location Agreement”), prior to commencing such Filming Activity, (iii) agrees that the terms of such Location Agreement, including the Sponsor’s obligation to hold valid media insurance coverage (as set forth in Section 24), shall apply to such Filming Activity, and (iv) shall have paid a Filming Activity fee in an amount to be determined by SPJA. Sponsor shall also make any request for Filming Activity by contacting marketing@spja.org by May 15^th.

20. Trademarks and Logos.

(a) SPJA reserves all right, title, and interest in all SPJA trademarks and logos (the "Marks"), including but not limited to:
ANIME EXPO^®; AX^®; anime expo chibi^®; SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION^TM; SPJA^®; PROJECT ANIME^®; AX LOUNGE 21^TM; and Anime Expo mascot characters referred to as Max, Ai, Xeno, Mahoko, and Kisegi;
and 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. Sponsor shall neither directly nor 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. Sponsor may use the Marks only in the form, style, and type prescribed by SPJA.

(b) Sponsor may use the mark “ANIME EXPO^®” or one of SPJA’s logo marks at https://www.anime-expo.org/brand/ (but not Anime Expo mascot characters or any other SPJA intellectual property) to inform the public about Sponsor’s participation at Anime Expo.

(c) Sponsor shall have no right to use the Marks or any other SPJA intellectual property for other purposes, including without limitation: (i) on any products or merchandise, (ii) in connection with ticket giveaways or sweepstakes, or (iii) in the name, or description, of any party or offsite event organized by Sponsor, unless such rights are provided separately in writing. If Sponsor wishes to use the Marks on Anime Expo exclusive merchandise and/or for other purposes not permitted in Section 20(b), please contact marketing@spja.org by May 15^th.

21. Care of Event Facility. Sponsor shall promptly pay for any and all damages caused by Sponsor to the Event Facility or associated facilities, booth equipment, or the property of others. Sponsor agrees that no food or drink may be sold by Sponsor in the Event Facility or otherwise. If Sponsor is permitted by SPJA to give away free samples of food or drink, Sponsor will be bound by and will follow the Event Facility’s and City’s regulations, and all applicable food handling and other laws with regard to such samples. SPJA reserves the right to cause the Sponsor to immediately cease all distribution of food and drink, even free samples, at SPJA’s sole discretion, which discretion shall be exercised in a commercially reasonable manner.

22. Permits and Taxes. 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. 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.

23. Limited Non-Competition. Sponsor agrees to appear exclusively at the Event and not to appear (live or live streaming) at another convention, concert, or venue within 100 miles of the Event during the Event, two weeks before the Event, and two weeks after the Event (the “Limited Places and Times”), unless SPJA consents otherwise in advance in writing.  In any event, if Sponsor is appearing within 100 miles of the Event two weeks or more after the Event but within two months of the Event, Sponsor shall not announce that other appearance and show until after the Event.  Because SPJA has invested so much in producing and publicizing the Event at which Sponsor appears, SPJA would be irrevocably harmed if Sponsor appears (live or live streaming) in the Limited Places and Times around the Event at which they are appearing.  Sponsor agrees not to produce, create, or cause to be produced or created any Japanese culture event or convention in Southern California within two years after Sponsor’s Appearance at the Event.  Nothing herein limits Sponsor from distributing or marketing their own Intellectual Property through their normal and customary distribution and marketing channels. If the provisions contained herein are deemed to exceed the time or geographic limits or any other limits imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.

24. Insurance.

(a) Event Liability Insurance.  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 Sponsor’s activities at the Event and materials provided to SPJA for the Event, and the minimum coverage acceptable shall be not less than $1 million per occurrence/$2 million aggregate, unless agreed otherwise in writing. The foreign currency equivalent is acceptable. All such policies shall cover the full period of occupancy of the Event Facility by Sponsor and its agents, servants, representatives, employees, guests, and invitees. Sponsor will provide SPJA with a Certificate of Insurance at least sixty (60) days prior to the Event. Such insurance must name SPJA (with respect to Event) as an additional insured with respect to all policies identified above and must name AEG Management, Los Angeles Convention Center, and the City of Los Angeles, and their respective affiliates, licensees, lenders, and contractors, as well as each of their respective officers, directors, partners, members, shareholders, employees, agents, representatives, and successors (each, along with SPJA, an “Additional Insured”) as additional insured with respect to Sponsor’s General Liability insurance coverage. All such insurance shall be primary and non-contributing to insurance maintained by Additional Insured and shall provide that the insured’s right of subrogation against the Additional Insured is waived.

(b)  Media Insurance. Sponsor agrees that if SPJA consents in advance to permit Sponsor to conduct Filming Activity at the Event by entering into a Location Agreement with Sponsor, Sponsor shall at the time of such Filming Activity hold valid media liability insurance coverage (“Media Insurance”) and shall provide a Certificate of Insurance reflecting the same. Such Media Insurance shall cover errors and omissions resulting from any broadcast emanating from the use or exploitation of the Filming Activity or in any way pertaining or related to the Event, with contractual liability endorsements for the mutual benefit of Sponsor, SPJA, the Releasees (as defined in Section 25), and their respective contractors, successors and assigns, against all claims for personal injury and errors and omissions liability including without limitation defamation of character, libel, slander, and other similar causes of action, with limits of not less than $1 million per occurrence/$5 million aggregate, for media liability, unless agreed otherwise in writing.  Such Media Insurance can be written on a claims made basis, provided an extended reporting period of not less than three (3) years is provided.

25. Risk Assumption & Waiver.

(a) Sponsor expressly assumes all risks and liabilities arising from or related to Sponsor’s participation, acts, or omissions at the Event, or performance under the Agreement, including without limitation, all risks of harm or loss of any kind suffered by anyone attending, producing, organizing or affiliated with the Event, the Event Facility, and 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. Sponsor is solely and exclusively responsible for its property and any theft, damage, or other loss to Sponsor’s property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by an insurer). SPJA, the Event Facility, and the City (collectively, the “Releasees”) have no responsibility or liability, nor is a bailment created, for property delivered by or to Sponsor.

(b) 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. Sponsor acknowledges and agrees that it is assuming any risk of such unknown facts and such unknown and unsuspected claims. 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, Sponsor knowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law, or rule of similar effect. This waiver does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, but does apply to acts of ordinary negligence, to the fullest extent permitted by law.

26. Release and Indemnification. 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, 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 Sponsor’s participation, acts, or omissions at the Event, or performance under the Agreement. This Section applies to, without limitation: (a) any debt owed by Sponsor or breach by Sponsor of any agreements, covenants, promises or other obligations to third parties; (b) breach of a representation or warranty, of Sponsor’s obligations under the Agreement, or of any matter for which 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. This release does not apply to acts of gross negligence or intentional or willful misconduct on the part of the Releasees, but does apply to acts of ordinary negligence, to the fullest extent permitted by law. Sponsor shall not settle or compromise any claims against any Releasee without that Releasee’s prior written consent.

27. 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 Sponsor for EMOs 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.

28. 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. Sponsor shall provide Sponsor’s own tools and equipment, unless SPJA has committed to provide services under the Agreement. Each party is responsible for conducting its own business.

29. Compliance with Laws. Sponsor shall comply with all federal, state and local laws, codes, ordinances, rules and regulations, all rules and regulations of the Event Facility (including, without limitation, copyrights, trademarks, and any union labor work rules, and PCI compliance), and all SPJA Policies. Material noncompliance with this Section may result in immediate removal of the Sponsor without refund.

30. Export Control Laws. Sponsor shall not violate or cause SPJA to be in violation of U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C. §§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999 (“Export Control Laws”).

31. Cancellation by Sponsor. 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 notification is received before March 1, 2024 (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 Sponsor. If SPJA receives such notice on or after March 1, 2024, or if Sponsor fails to staff its booth through the end of the Event or otherwise forfeits its booth for violating this Agreement, then one hundred percent (100%) of the contracted amount cancelled is due and non-refundable. For cancellations received after the Cancellation Date, SPJA may retain all payments already received, and the remaining balance due must be received from Sponsor by SPJA within 15 days of the cancellation, regardless of whether SPJA resells or otherwise reassigns cancelled or forfeited EMO space. SPJA reserves the right to resell or otherwise reassign cancelled or forfeited EMO space.

32. Restriction or Termination by SPJA. SPJA may restrict or remove any EMO that SPJA, in its sole discretion, which discretion shall be exercised in a commercially reasonable manner, believes is objectionable, inappropriate or illegal. If SPJA restricts or removes such an EMO, no refund will be due to Sponsor. SPJA may also terminate this Agreement effective upon written notice of termination if Sponsor (1) breaches any of its obligations under this Agreement 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.

33. 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 (as defined below) or for any other reason, or changes the Event dates to dates that are not within thirty (30) days of its originally scheduled date, and Sponsor does not wish to participate in a rescheduled Event, SPJA shall refund Sponsor for payments made to date, less any costs and expenses that SPJA incurred as a result of the cancellation, which shall be deemed full satisfaction of SPJA's liabilities to 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 Sponsor. SPJA is not required to cancel or relocate the Event, or make any refunds, if the Event Facility is under construction.

34. 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, pandemic, acts of war or terror, labor disputes, weather, earthquakes, fires, failure of power or utilities, government acts, curtailment of transportation facilities preventing or unreasonably delaying the Event, unavailability of the Event Facility due to reasons other than construction, or other similar cause (“Force Majeure Event”). Thereupon, this Agreement may be terminated or the Event may be moved to another appropriate location, at the sole discretion of SPJA, which discretion shall be exercised in a commercially reasonable manner, and Sponsor hereby waives any claim for any damages or compensation, except as provided in Section 33.

35. Non-Discrimination. Sponsor represents and warrants that it does not discriminate in employment, hiring, participation, accommodations, or provision of services on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by it. Sponsor shall construct its EMOs to comply with the Americans with Disabilities Act and related laws.

36. Reporting Obligations & Data. 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 disclosure laws and regulations that now or may in the future apply to SPJA as a nonprofit organization, or pursuant to subpoena. SPJA shall be entitled to rely upon data, information, and representations provided by Sponsor. Sponsor shall correct and report any errors to SPJA.

37. RFID Technology. SPJA may use RFID technology for attendees at the Event. Sponsor may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA NOR SPJA’S PREFERRED AUTHORIZED RFID PROVIDER WILL 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).

38. Non-Disparagement. Sponsor agrees that it will not disparage SPJA or its activities, services, agents, representatives, directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including comments or posts to social media.  Nothing in this paragraph shall prohibit Sponsor from providing truthful information in response to a subpoena or other legal process.

39. Governing Law. This Agreement is governed by the laws of California and U.S. intellectual property laws. Sponsor agrees that the courts located in Riverside County, 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 Sponsor shall reimburse SPJA for all fees and costs of the suit, including reasonable attorneys’ fees.

40. 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, which discretion shall be exercised in a commercially reasonable manner. This Agreement (including the ESM, all policies incorporated by reference, and any schedules as amended from time to time) is the entire agreement of the parties on the subject matter hereof. Where any provision of the Agreement (excluding for this purpose the provisions of these Standard Terms) conflict with these Standard Terms, these Standard Terms shall control, unless such provision expressly states that it is intended to and does modify these Standard Terms. Any amendment or modification to this Agreement must be in writing and signed by both parties. Sponsor may not assign this Agreement or any right hereunder, or sublet or license all or any portion of its EMO space without SPJA’s prior written consent.

41. 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, and any schedules) shall be binding upon Sponsor’s heirs and successors. SPJA’s obligations are expressly conditioned upon Sponsor’s full performance of this Agreement including, without limitation, payment and actual participation in the Event as a Sponsor.

Vendor

SCHEDULE A

STANDARD TERMS AND CONDITIONS FOR VENDOR SERVICES

1. AGREEMENT AND DEFINITIONS. These Standard Terms and Conditions are fully incorporated into and are a material part of the Master VSA between SPJA and VENDOR. All capitalized defined terms, unless otherwise defined herein, shall have the meanings assigned to such terms in the Master VSA. The following definitions apply to the Master VSA and all of its Project Orders:

(a) For convenience, SPJA and VENDOR are each a “Party” and together are the “Parties.” Any person or entity who is not a party to this contract is a “Third Party,” and no Third Party beneficiary rights are created by this Master VSA.

(b) “Appearance” means the presence of the VENDOR and those working on behalf of the VENDOR in connection with the provision of Services or Deliverables hereunder at the scheduled SPJA event that is the subject of a Project Order and on the premises of such event for the duration of such event.

(c) “Anti-Corruption Laws” mean, collectively: (i) the United States Foreign Corrupt Practices Act (the “FCPA”); (ii) the Japanese Unfair Competition Prevention Act (“UCPA”); (iii) any applicable legislation or regulation implementing the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions; and (iv) all other applicable laws, regulations, orders, judicial decisions, conventions, and international financial institution rules regarding domestic or international corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls.

(d) “Applicable Privacy Laws” means all applicable privacy and other laws, including, without limitation, EU General Data Protection Regulation 2016/679 (the “GDPR”).

(e) A "Contracted Processor" means VENDOR or a Subprocessor.

(f) “Data Subject” means a person to whom any EU Personal Data belongs.

(g) “Deliverable” shall be the final version of the Work that VENDOR delivers to SPJA in fulfillment of the performance and specifications required in a Project Order, such as a final report, architectural design, business plan, treatment, screenplay, artwork, script, or other deliverable.

(h) “EU Personal Data” means Personal Data of Data Subjects in the European Economic Area.

(i) “EU Personal Data Breach” means a breach involving EU Personal Data.

(j) “Export Control Laws” mean all U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C. §§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999.

(k) "Intellectual Property" means the intangible yet valuable products of the human intellect for which property rights are recognized by law, including but not limited to brand names and logos; musical, literary, and artistic works; discoveries and inventions; words, phrases, symbols and designs; participant, volunteer, employee, vendor, funder, client, service provider, and other contact information and lists. "Intellectual Property Right" means any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any copyrights, trademarks, patent rights, industrial design and invention rights, trade secret rights, rights in a person's name, voice, likeness and signature (publicity rights); moral rights of integrity and attribution, rights against unfair competition, or similar laws and includes rights set forth in governmental statutes, regulations, ordinances and rules and rights established by judicial decisions under common law or equity, and applications and registrations for the foregoing. Intellectual Property Right also includes all possible claims (including claims against third parties) arising from or related to the foregoing, including but not limited to claims for infringement of Intellectual Property Rights. "Derivative Work” means any creative work based upon or that includes elements of one or more pre-existing works, such as a translation, arrangement, redesign, dramatization, fictionalization, and other derivation.

(l) “Live Simulcast & Broadcast” means a live broadcast of a scheduled SPJA event, simultaneously and contemporaneously transmitted by means of one or more of the following methods: radio (terrestrial and digital radio), television, the internet, wireless/mobile systems or similar live streaming internet platform, and all related services, software applications and networks that allow for the authorized streaming and distribution of video content over the internet.

(m) “Personal Data” means information that identifies or can be used, alone or in combination with other information, to identify an individual.

(n) To “Process” Personal Data means to collect, alter, combine, organize, handle, use, review, analyze, retrieve, store, transmit, disseminate, record, and/or maintain Personal Data, whether by manual or automatic means.

(o) “Services” shall be the time, advice, skill, and expertise that VENDOR devotes and the work that VENDOR performs to create the Work and provide Deliverables (as defined above).

(p) "Subprocessor" means any person (including any Third Party, but excluding an employee of VENDOR or any of its subcontractors) appointed by or on behalf of VENDOR to Process Personal Data on behalf of SPJA in connection with the Master VSA.

(q) "Work" shall be defined as, collectively, the tangible preliminary drafts, products, and materials (including preliminary, preparatory or draft materials) delivered by VENDOR to SPJA.

2. INDEPENDENT CONTRACTORS. The Parties are and shall be construed to be independent contractors, and not as agents, joint venturers, or legal partners, notwithstanding use of words like “collaborator” or “partner” in publicity or otherwise. Neither Party shall participate in the other Party’s employee benefit nor compensation plans. Each Party shall be solely responsible for compensating its own employees and contractors and for paying their worker’s compensation and other benefits, if any. Neither Party may enter into contracts or incur liabilities on behalf of the other. VENDOR shall control its method of work while fulfilling its obligations to SPJA, although SPJA may establish reasonable standards of performance and the quality of Deliverables it expects. Except for work that must be performed at SPJA’s facilities or using SPJA’s tools and equipment, VENDOR will provide Services away from SPJA’s place of business using VENDOR’s tools and equipment. Each Party shall be responsible for the conduct of its own business and will comply fully with applicable laws.

3. TAXES. All payments made to VENDOR shall be made without deduction for federal, state, or local payroll, withholding or social security taxes, or unemployment or workers' compensation insurance. VENDOR shall solely pay all taxes due on such payments and comply with all government requirements pertaining to income, employment, social security and other taxes.

4. STANDARDS OF PERFORMANCE. VENDOR shall perform all Services in a professional and courteous manner, using VENDOR’s best reasonable efforts, safely, and consistent with the standards of care and performance that service providers having a similar level of experience and expertise in the relevant industry or field customarily provide, and to SPJA’s reasonable satisfaction. VENDOR shall have and maintain any licenses or certifications legally required to perform the types of Services required of VENDOR, if any.

(a) Services shall be performed in compliance with the SPJA policies available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion, and with applicable laws and regulations, to SPJA’s reasonable satisfaction, and in fulfillment of Project Order requirements. VENDOR shall report regularly, accurately, and fully to SPJA, and shall respond to SPJA’s inquiries promptly. VENDOR understands that failure to comply with these requirements shall be considered a material breach of the Master VSA and grounds for termination of the Agreement and applicable Project Order pursuant to the termination for cause provisions of this Schedule A.

(b) SPJA may request that VENDOR modify interim work product delivered to SPJA, or change the manner in which Services are being provided. If the requested changes are within the scope of Services in the applicable Project Order, VENDOR shall make those changes. If the requested changes exceed the scope of Services contemplated in the applicable Project Order, or VENDOR otherwise reasonably considers them to require a major modification of Work or Deliverables already done, VENDOR shall notify the SPJA and the parties shall make good faith efforts to agree upon the terms of a change order. If they cannot agree, then SPJA may terminate a Project Order or this Master VSA pursuant to the termination for cause provisions of this Schedule A.

5. OWNERSHIP OF RESULTS AND INTELLECTUAL PROPERTY. Except to the extent expressly transferred, licensed, or limited in writing separately:

(a) VENDOR’S WORK & DELIVERABLES. VENDOR retains all of its rights, title, and interest in and to its Intellectual Property, such as its trademarks (“VENDOR’s Intellectual Property”) and to its Work, as distinguished from its Deliverables hereunder. As to the Deliverables, and except to the extent expressly reserved or licensed back to VENDOR in writing, and upon payment in full of all sums due and owing to VENDOR under the applicable Project Orders, SPJA shall own and VENDOR hereby assigns and transfers all and exclusive right, title, and interest in and to Deliverables delivered to SPJA by VENDOR, including copyrights, domain names, trademarks, and all Intellectual Property Rights in the Deliverables, throughout the world, including exclusive rights to make derivative works. VENDOR shall secure all rights needed from third parties whose Intellectual Property is included in VENDOR’s Deliverables in order for SPJA to own and exercise all rights, title and interest granted herein, unless specified otherwise in a Project Order. VENDOR agrees to enter into an agreement assigning any or all Deliverables to SPJA upon the request of SPJA. SPJA has no obligation to use any Deliverable, and may use any part of any Deliverable, without obligation to use the entire Deliverable.

(b) SPJA’S WORK & DERIVATIVES. SPJA retains all of its rights, title, and interest in and to its Intellectual Property including but not limited to SPJA’s trademarks and logos (the “Marks”), including but not limited to: THE SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION, SPJA, ANIME EXPO, AX, ANIME EXPO CHIBI, ANIME EXPO LITE, PROJECT ANIME, PA, LOUNGE 21, and the “AX Mascots” as well as any other trademarks or logos, derivations thereof, and marks substantially similar thereto in which SPJA has or may obtain statutory or common law trademark rights. All Third Party Intellectual Property provided to VENDOR by SPJA is reserved to such Third Parties unless set out separately in writing. SPJA makes no representations or warranties concerning Third Parties’ Intellectual Property.

6. CREDITS. VENDOR and SPJA each may use the other’s name and logo to: i) identify the other as a collaborator; ii) describe the collaboration on each’s website, in grant proposals, and otherwise in mutually agreeable language (or derivatives thereof), iii) to demonstrate each’s accomplishments; and iv) as may be agreed upon in writing by the Parties, provided that:

(a) such identifying credit is consistent with SPJA’s mission. For example, but without limitation, SPJA’s name and Intellectual Property may not be used to endorse candidates or legislation; and

(b) VENDOR provides copyright and/or trademark notices, as applicable, in the following formats:

• • • For copyright protected materials, such as art, photos, and videos: “© The Society for the Promotion of Japanese Animation”
    • For SPJA trademarks: place the symbol ® in close proximity to the mark (e.g., ANIME EXPO®, AX®, SPJA®)
    • For AX Mascots: “© & TM The Society for the Promotion of Japanese Animation”.

Otherwise, neither Party shall publish or use the other Party’s names, logos, or other Intellectual Property without express written consent.

7. PHOTOGRAPHS AND GRANT OF RIGHTS. VENDOR for itself and those working on its behalf in connection with the provision of Services or Deliverables hereunder grants SPJA the right to create photographs, video, digital, audio, or other recordings, including the Live Simulcast & Broadcast (“SPJA Recordings”) of them and grants SPJA the right to reproduce, display, distribute, perform, digitize, transmit, broadcast and otherwise use the SPJA Recordings in any and all media and manners now known or hereafter discovered throughout the world in perpetuity, in whole or in part, modified or altered, either by themselves, or in combination with other photographs, recordings or materials, without payment of royalties, license fees, or any other compensation in addition to that paid pursuant to this Master VSA or a Project Order. VENDOR shall obtain all necessary Third Party clearances and agreements for Intellectual Property related to its Appearance and the rights granted to SPJA herein. Failure to do so constitutes a material breach of this Agreement. SPJA will hold the copyright to the SPJA Recordings. To the extent VENDOR has any rights in the SPJA Recordings, you hereby assign all your rights, title and interests in and to the SPJA Recordings to SPJA.

8. LIVE SIMULCAST & BROADCAST. VENDOR for itself and those working on its behalf in connection with the provision of Services or Deliverables hereunder grants SPJA the exclusive right to produce, record, and exploit VENDOR’s Appearance via a Live Simulcast & Broadcast without payment to VENDOR. VENDOR hereby represents and warrants that it shall obtain any necessary consents from its employees, contractors, or other representatives in order to grant SPJA these exclusive rights. The parties agree that a Live Simulcast & Broadcast is included among the permitted SPJA Recordings. Notwithstanding any restrictions in this Agreement, the grant of rights for Live Simulcast & Broadcast includes the right for SPJA to receive any and all revenues earned from such Live Simulcast & Broadcast, 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 & Broadcast, if any.

9. MUTUAL CONFIDENTIALITY. Each Party may be exposed to certain Confidential Information of the other in the course of performance of the Services. The term “Confidential Information” means any and all information that is disclosed to one Party (“Recipient”) by the other Party (“Discloser”), in any form, concerning the Discloser’s operations, techniques, procedures, methods, permits, security, facilities, funding, sponsors, participation, products, contacts, contact lists, business plans, and the personal lives of Discloser’s employees, staff, directors, or associates, whether or not marked “Confidential.” Confidential Information does not include information that (a) is already public information or already known by the Recipient at the time of disclosure; (b) is independently developed by the Recipient; (c) is acquired by the Recipient from a Third Party whom is not, to the Recipient’s knowledge, under any obligation not to disclose such information, (d) becomes public through no breach by the Recipient of this Agreement; or (e) is information that the Discloser includes in materials approved by the Discloser for public distribution. Nothing herein precludes either Party from continuing to use its own Confidential Information after disclosure. Subject to the Nonprofit Public Disclosure Obligations and whistleblower notice defined below, each Party agrees that it will not disclose to any Third Party, except its accountant, or attorney or pursuant to a subpoena, any Confidential Information of the other without prior written consent. Each Party agrees that it will not make any statements to the press or media for, on behalf of, or about the other without prior written approval. Upon written request, VENDOR shall have its personnel who are directly involved in performing Services under the Agreement sign a confidentiality agreement mutually agreeable to SPJA and VENDOR. Important Notice: The Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b) (the “DTSA”) provides some protections to whistleblowers who confidentially disclose a trade secret to their Attorney, a government official, or in a court filing made under seal. While not a contractual obligation, you are urged to familiarize yourself with the provisions of the DTSA to determine if any disclosure you intend to make qualifies for such protection, or for protection under other applicable whistleblower laws.

10. NONPROFIT PUBLIC DISCLOSURES. Because it is a non-profit, SPJA may be required to disclose its financial information, contracts, highly-compensated contractors, employees, and other information in public tax filings and returns, and otherwise in accord with disclosure laws, regulations, and requirements (“Nonprofit Public Disclosure Obligations”). VENDOR agrees that SPJA shall not be in breach of this Master VSA and shall have no liability for disclosures made in compliance with law, rules, regulations, grants, or other public funding requirements.

11. NON-COMPETITION.

(a) VENDOR agrees not to use SPJA’s Confidential Information or Intellectual Property to compete with SPJA, and further agrees that it will not sell, lease, license, transfer, market, or develop, or cause to be sold, leased, licensed, transferred, marketed, or developed, SPJA’s Confidential Information or Intellectual Property except as directly required and expressly permitted to fulfill VENDOR’s performance obligations to SPJA. VENDOR agrees not to establish, produce, market, or cause to be established, produced or marketed any business that is reasonably considered to be in competition with SPJA in the Greater Los Angeles Area, California, or other primary geographical location in or to which VENDOR provided services to SPJA. VENDOR may not copy or take for VENDOR’s separate use any non-public spreadsheet, email, or database of SPJA without written permission from SPJA.

(b) If the provisions contained herein are deemed to exceed the time or geographic limits or any other limits imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.

12. INSURANCE. Unless agreed otherwise in writing, VENDOR shall maintain at its own expense the following minimum insurance coverage for the duration of the Master VSA and all Project Orders, and as long as reasonably necessary thereafter to adequately cover the obligations set out in the Master VSA and Project Orders: 1) general commercial liability (“GCL”) in amounts not less than $2,000,000.00 per claim and $4,000,000.00 aggregate, and may provide an Umbrella Policy in addition to the GCL policy to reach those limits; 2) hired and owned vehicle insurance, including Med-Pay coverage, in the same amounts to cover all vehicles used by VENDOR in connection with the Master VSA; and 3) workers’ compensation insurance to cover all of VENDOR’s employees, if any; 4) errors and omissions insurance in the same amounts or higher, if mutually agreed; 5) for licensed professionals only, professional liability insurance in the same amounts, if VENDOR is providing professional licensed services to SPJA; and 6) media liability insurance, in the same amounts, if VENDOR is providing any media or publicity or marketing services to SPJA. VENDOR shall provide to SPJA a Certificate of Insurance as proof of such insurance naming SPJA as an additional insured for the duration of the Master VSA or applicable Project Orders.

13. LIABILITY AND INDEMNITY.

(a) VENDOR agrees to completely release and hold SPJA and its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, successors, and assigns harmless from any and all demands, damages, losses, liabilities, causes of action, lawsuits, attorneys’ fees, and/or claims of every kind or nature, whether known or unknown, in law or equity, including employment claims and acts or omissions by third parties such as medical providers, arising from VENDOR’s acts, omissions, or performance under the Agreement. This release does not apply to acts of gross negligence or intentional, willful, or wanton misconduct on the part of SPJA, but does apply to acts of ordinary negligence. VENDOR agrees to secure this release in writing from its personnel and others providing services or participating in activities connected with VENDOR’s performance hereunder before allowing them to participate in services, activities or events arising from or related to this Agreement or to perform Services hereunder.

(b) To the extent legally permissible, each Party shall indemnify, defend, and hold harmless the other Party and the other Party’s officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, successors, and assigns from and against any and all Third Party claims, damages and costs, including reasonable attorneys’ fees, arising out of or connected with the indemnifying Party’s acts, omissions, or performance of Services hereunder (“Indemnified Claims”), including but not limited to those for breach of a representation or warranty, breach of a Party’s obligations under the Agreement, breach of a Third Party’s Intellectual Property Rights, claims by a Party’s employees or subcontractors against a Party, personal or property injury, or for payment owed to a Third Party by the Party whose indemnification is sought (the “Indemnifying Party”). A Party seeking indemnification shall provide the Indemnifying Party with reasonable notice, authority, and information to defend against such Indemnified Claims and will cooperate with the Indemnifying Party’s defense efforts. The Party seeking indemnification may retain its own counsel to defend such Indemnified Claims at the Indemnifying Party’s expense if the Indemnifying Party fails to reasonably and timely respond to the tender of an Indemnified Claim for defense and indemnification.

(c) VENDOR acknowledges its obligation to obtain appropriate insurance coverage as set forth in Section 12 herein for its services, goods, activities, and participation in relation to SPJA. Upon fulfillment of SPJA’s payment obligations hereunder, VENDOR shall promptly release or cause to be released of record any mechanics’ or materials suppliers’ liens which arise out of VENDOR’s Services, Work, or Deliverables, including but not limited to those encumbering SPJA’s property or the property of its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, or venues.

14. RETURN OF RECORDS. VENDOR shall return to SPJA all materials that belong to or were disclosed by SPJA that are in VENDOR’s possession, custody, control (and all copies thereof). VENDOR may retain a sample of VENDOR’s Deliverables for documentation of VENDOR’s experience and as licensed in the Master VSA.

15. TERMINATION AND NOTICE TO CURE. The Master VSA or a Project Order may be terminated as follows:

(a) TERMINATION FOR CAUSE. The Master VSA or any Project Order may be terminated by either Party for “Cause” by written notice to the other Party if that Party fails to cure such Cause within ten (10) days of receipt of written notice specifying the Cause. “Cause” shall mean: (i) the Parties’ inability to agree upon the terms of a change order; (ii) dishonesty or malfeasance in the performance of a Party’s duties under the Master VSA; (iii) the material breach of a Party’s obligations under the Master VSA or any Project Order, including but not limited to failure to deliver Deliverables on time, failure to make payments due, failure to cooperate with reasonable requests, or failure to comply with the confidentiality, non-competition, or performance standards hereunder; (iv) infliction of material injury to the reputation, business, or goodwill of the terminating Party; or (v) dissolution, bankruptcy, or insolvency. Additionally, SPJA may terminate the Master VSA or a Project Order for Cause at any time if it reasonably believes that VENDOR’s requests or requirements are inconsistent with SPJA’s nonprofit mission.

(b) FOR ANY REASON. Any Project Order may be terminated by either Party without cause and for any reason upon ten (10) days’ written notice, but neither the Master VSA nor a Project Order may be terminated without Cause within thirty (30) days of a scheduled SPJA event that is the subject of a Project Order.

(c) UPON TERMINATION. Upon Termination of the Master VSA or a Project Order, SPJA shall make payments of reasonable, mutually agreed-upon, fees and pre-approved expenses that have been accrued by and are due to VENDOR under the Master VSA and all of its Project Orders, or the terminated Project Order(s) as of the date of termination.

16. DISPUTE RESOLUTION. The Parties agree to meet and confer in good faith to attempt to resolve any dispute arising out of or related to the Master VSA. Any dispute that is not resolved within forty-five (45) days from written notice of a dispute and that exceeds the jurisdictional limits of small claims court shall be submitted to binding arbitration in Riverside County, CA before JAMS under JAMS arbitration rules. The arbitration shall be held with only one mutually agreeable arbitrator, or, if one cannot be found, under the rules of JAMS for choosing an arbitrator. The arbitrator may order limited discovery in accord with JAMS' Recommended Arbitration Discovery Protocols and JAMS' Comprehensive Arbitration Rule 17 (or any amendment thereof). The arbitrator may not revise or alter the terms of the Master VSA. The arbitrator shall be empowered to grant preliminary and permanent equitable relief in addition to awarding damages. Each Party shall have the right to be represented by counsel at arbitration, and the prevailing Party in any arbitration or lawsuit shall be entitled to recover its reasonable attorneys’ fees and costs. The Parties agree to abide by all decisions and awards rendered in the arbitration, and the arbitrator’s decisions and awards, including any decision about which Party shall pay costs and/or attorneys’ fees, shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. Any small claims action must be brought in the Superior Court of Riverside County, California. Notwithstanding the above, if either Party determines in good faith that injunctive relief is needed, it may seek such injunctive relief in any state or federal court.

17. FORCE MAJEURE. Neither Party shall be liable for a delay in its events, projects, activities, installations, or performance of its obligations under this Master VSA due to causes beyond its control, including, without limitation, weather, fire, flood, earthquakes, or other natural disaster, pandemic, acts of God, unavailability of energy, telecommunication, utility, internet, or other transmission services, war, riot, labor difficulties, embargo, acts of the public enemy, supplier or carrier failures, national, regional, or local emergency, vandalism, explosion, federal, state or municipal law, order, regulation, or request, inability to obtain telephone or cable service or electricity, or damage to or destruction in whole or in part of any components essential to connection to the internet, damage or destruction of the facilities or locations where performance is required, denial of permits or permissions required for performance, or any other causes, contingencies, or circumstances anywhere in the world not subject to the SPJA’s complete control which prevent or hinder an SPJA event or SPJA’s performance under the terms of the Agreement or make the fulfillment of the Agreement impracticable (a “Force Majeure Event”). If performance or timely performance is made impracticable or impossible by the occurrence of a Force Majeure Event, the non-performing Party shall not be deemed to have breached this Master VSA or applicable Project Order. Further, in the event that a Party is unable to meet its obligations because of such Force Majeure Event and that Party’s events, projects or activities are cancelled, the non-performing Party shall have no obligation to reschedule or refund fees paid hereunder. VENDOR hereby waives any claim for property or other damages or compensation.

18. NON-DISCRIMINATION. VENDOR represents and warrants that it does not discriminate in hiring, employment, participation or services rendered on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by it.

19. ANTI-CORRUPTION LAWS. VENDOR acknowledges and confirms understanding of the applicable Anti-Corruption Laws. Neither VENDOR nor its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, or assigns will, directly or indirectly, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value, to a public official or entity for purposes of obtaining or retaining business for or with, or directing business to, any person, including, without limitation, the SPJA, by (i) influencing any official act, decision or omission; (ii) inducing such public official or entity to do or omit to do any act in violation of their lawful duty (iii) securing any improper advantage; or (iv) inducing such public official or entity to affect or influence any act or decision of another public official or entity. VENDOR agrees that the SPJA has the right to audit books and records related to the Master VSA. Notwithstanding any other provision contained herein, the SPJA may immediately terminate the Master VSA with no obligation to reimburse any expense incurred or pay for any service performed by VENDOR if, in the SPJA’S reasonable opinion, (i) VENDOR has failed to provide adequate documentation or information regarding an expense or service, or (ii) an expense reimbursement or service payment would cause a violation of any Anti-Corruption Law.

20. EXPORT CONTROL LAWS. VENDOR acknowledges and confirms understanding of the applicable Export Control Laws. Neither VENDOR nor any of its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, or assigns will, directly or indirectly, violate Export Control Laws in the course of the performance under the Master VSA or any Project Order.

21. PERSONAL DATA.

(a) VENDOR acknowledges and agrees that, in the course of providing the Services, VENDOR may come into possession of Personal Data of buyers and prospective buyers of registrations, tickets, reservations, merchandise or other goods and services related to SPJA events, including, without limitation, EU Personal Data. If processing credit cards is part of the Services that VENDOR offers to SPJA, VENDOR agrees that Cardholder Data is Personal Data. “Cardholder Data” shall have the meaning given to it by the Payment Card Industry Data Security Standard then applicable to VENDOR (“PCI DSS”).

(b) VENDOR agrees to treat Personal Data gathered by or provided to VENDOR in accordance with all Applicable Privacy Laws and other applicable laws. Without limiting the foregoing, if VENDOR is asked to perform Services for SPJA that involve the Processing of EU Personal Data, VENDOR shall Process such EU Personal Data in accordance with Section 23 of these Terms and Conditions. In addition, VENDOR shall treat Cardholder Data in accordance with PCI DSS.

22. PCI COMPLIANCE & DATA SECURITY. If information technology is part of the Services that VENDOR offers to SPJA or if VENDOR collects Cardholder Data using any of VENDOR’s terminals, devices, or websites, VENDOR represents and warrants that:

(a) VENDOR has implemented and maintains an information security program that contains administrative, technical, and physical safeguards that are commercially reasonable in light of its company’s size and complexity, the nature and scope of its activities and the services VENDOR is providing to SPJA, and the sensitivity of any information at issue, including Cardholder Data.

(b) As of and during the term of the Master VSA and any applicable Project Order, VENDOR has complied with all applicable requirements to be considered PCI DSS compliant, and has performed the necessary steps to validate its compliance with PCI DSS. VENDOR will supply the current status of its PCI DSS compliance and evidence of its most recent validation of compliance not more frequently than twice yearly upon SPJA’s request and shall notify SPJA of any change in compliance status. In all other cases, VENDOR will notify SPJA within 5 business days.

(c) For purposes of this section, "Sensitive Personal Data" shall mean Personal Information or Cardholder Data for which applicable law requires notice of inadvertent disclosure or access to the applicable buyer. In the event that there is a suspected or confirmed security incident that could reasonably be expected to lead to VENDOR’s inadvertent disclosure of Sensitive Personal Data, VENDOR shall report such security incident within 2 business days to SPJA. VENDOR shall make such reports to: legal@spja.org. Upon request, VENDOR shall cooperate with SPJA in providing such additional information as SPJA may reasonably request about the incident, its causes, and its results.

(d) In the event of a suspected or confirmed security incident described in subsection (c) above, VENDOR shall take all steps as it determines to be required by applicable laws, including with respect to notifying affected buyers 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.

(e) In the event of a suspected or confirmed security incident not covered by subsection (c) above where VENDOR elects to provide notice (i.e., where not required by applicable law) to affected cardholders, VENDOR shall first give SPJA notice of such action and shall use commercially reasonable efforts to discuss the form and content of such notices with SPJA prior to the sending thereof.

23. PROCESSING OF EU PERSONAL DATA. If VENDOR is asked or required to Process EU Personal Data as part of VENDOR’s performance of Services for SPJA, SPJA shall be the “data controller” and shall have sole responsibility for ensuring that such EU Personal Data is appropriately protected. To that end, without limiting VENDOR’s other obligations hereunder regarding the use and handling of information, including Personal Data, provided to or obtained by VENDOR in performing the Services, VENDOR represents, warrants and covenants as follows:

(a) VENDOR shall not Process EU Personal Data on SPJA’s behalf other than (i) to perform the Services and (ii) as expressly directed in writing by SPJA in any VENDOR Project Order, unless such directions are contrary to any Applicable Privacy Law, in which case, VENDOR shall notify SPJA immediately. Any VENDOR Project Order that involves the Processing of EU Personal Data shall set out (i) the scope, nature, purpose and duration of the Processing to be undertaken by VENDOR and (ii) the types of EU Personal Data and categories of subjects of the EU Personal Data to be Processed by VENDOR.

(b) VENDOR shall maintain records in writing of all categories of Processing of EU Personal Data that VENDOR carries out on SPJA’s behalf and make such records available to SPJA at SPJA’s request.

(c) VENDOR shall treat all EU Personal Data as Confidential Information under the Master VSA and shall require all employees, agents and Contracted Processors who may have access to any EU Personal Data to do the same.

(d) VENDOR has implemented appropriate technical and organizational security measures to protect Personal Data against unlawful or unauthorized processing and against accidental loss, destruction, damage, alteration or disclosure of the EU Personal Data, taking into account any specific requirements imposed by Applicable Privacy Laws.

(e) VENDOR shall not subcontract the processing of any EU Personal Data to any Third Party unless SPJA provides its prior written consent and unless VENDOR procures compliance by such Third Party with the Applicable Privacy Laws and with the terms of or equivalent to the terms of this Section 23. Notwithstanding such consent, at all times, VENDOR shall remain liable for the acts or omissions of its Subprocessors.

(f) VENDOR shall notify SPJA promptly, within no more than two business days, if any Data Subject or governmental authority makes a written request to have access to EU Personal Data or submits any complaint or request relating to SPJA’s obligations under Applicable Privacy Laws and shall promptly and properly assist SPJA as requested in responding to any such request or complaint.

(g) As promptly as possible after VENDOR’s or any Subprocessor’s becoming aware of a EU Personal Data Breach, but in any event within 24 hours, VENDOR shall notify SPJA of such EU Personal Data Breach, provide SPJA with sufficient information to allow SPJA to meet any obligations to report or inform Data Subjects of the EU Personal Data Breach under the Applicable Privacy Laws, and cooperate with SPJA and take such reasonable commercial steps as SPJA may direct to help SPJA investigate, mitigate, and remediate such EU Personal Data Breach.

(h) VENDOR shall provide SPJA with all assistance in that SPJA reasonably may request in connection with (i) SPJA's obligations under all Applicable Privacy Laws, including without limitation, assisting SPJA with carrying out any data protection impact assessments and consulting with and/or obtaining prior authorizations from the relevant regulator; and (ii) any audit or inspection of VENDOR’s processing operations that SPJA reasonably requests.

(i) On the expiration or termination of the Master VSA or at such other time as SPJA may request, VENDOR shall at SPJA’s option, return or destroy, or cause to be returned or destroyed, all EU Personal Data held by VENDOR and/or any Contracted Processor.

(j) VENDOR shall make available to SPJA, at SPJA’s request, all information necessary to demonstrate compliance with the Master VSA, and shall allow for and contribute to audits, including inspections, by SPJA or an auditor mandated by SPJA in relation to the Processing of EU Personal Data by the Contracted Processors.

24. YOUTH PROTECTION POLICY. The provisions of the Master VSA concerning SPJA’s Youth Protection Policy supersede and control this Schedule A.

25. RFID TECHNOLOGY. SPJA may use RFID technology for attendees at its events. VENDOR may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA NOR SPJA’S PREFERRED AUTHORIZED RFID PROVIDER WILL 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).

26. NON-DISPARAGEMENT. VENDOR agrees that it will not disparage SPJA or its activities, services, agents, representatives, directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including comments or posts to social media. Nothing in this paragraph shall prohibit VENDOR from providing truthful information in response to a subpoena or other legal process.

27. COMPLIANCE WITH LAWS. VENDOR shall comply with all federal, state, and local laws, codes, ordinances, rules and regulations (including, without limitation, copyrights, trademarks, and any union work rules, and PCI compliance).

28. ADDITIONAL TERMS.

(a) SURVIVAL. The following Sections shall survive termination of the Master VSA:

· Section 1 (Definitions) · Section 11 (Non-Competition)

· Section 3 (Taxes) · Section 13 (Liability & Indemnity)

· Section 5 (Ownership) · Section 14 (Return of Records)

· Section 6 (Credits) · Section 16 (Dispute Resolution)

· Section 7 (Photos) · Section 23 (EU Personal Data)

· Section 8 (Simulcast) · Section 26 (Non-Disparagement)

· Section 9 (Confidentiality) · Section 28 (Additional Terms)

· Section 10 (Nonprofit Disclosures)

(b) GENERAL TERMS. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements between the Parties relating to this subject matter, whether written or oral, and may be amended only by a later writing signed by both Parties. Where any provision of the Master VSA (excluding for this purpose the provisions of this Schedule A) or the Project Order conflict with this Schedule A, this Schedule A shall control, unless such provision expressly states that it is intended to and does modify this Schedule A. No Party has relied upon any promise, representation or warranty, other than those contained herein in executing this Master VSA. No waiver or amendment, including those made by custom, usage of trade, course of dealing, or failure of either Party to exercise any right provided for herein, will be effective unless in writing and shall not be deemed a waiver of any other breach or right hereunder. This Agreement shall be construed using the intellectual property laws of the United States, and the laws of the State of California, without reference to conflicts of law. The Parties consent to the jurisdiction of any federal or state court within Riverside County, California. The language in all parts of this Master VSA shall be construed as a whole in accord with its fair meaning, not for or against any Party, and without regard to any statutes which provide for the language of an agreement to be construed against the drafter. If any provision of this Master VSA is determined to be invalid or unenforceable, this Master VSA shall remain in effect, and the offending provision shall be modified to the extent required to make the provision valid or enforceable, or if that is not possible, then that provision shall be stricken and other provisions shall remain in effect. Paragraph headings used herein are for convenience only and shall not affect the interpretation nor be deemed to be a part of this Master VSA. This Agreement may not be subcontracted, assigned or transferred by VENDOR to any other person, firm, corporation, or entity without SPJA’s prior written consent; otherwise, this Master VSA shall bind and be for the benefit of the Parties and their heirs, fiduciaries, successors and permitted assigns. Correspondence will be to the Parties at the addresses on the front page of this Master VSA, or to such other places that the Parties designate from time to time in writing. The person signing this Schedule A, the Master VSA, and any Project Order represents and warrants that s/he has the authority to sign and bind any company on whose behalf s/he purports to sign. This Schedule A, the Master VSA, and any Project Order may be signed in counterparts, which together shall constitute one contract. Digital or encrypted electronic signatures, scanned, or photographed signatures shall be construed as valid as originals.