TERMS AND CONDITIONS 

1. The Terms: 

"Convention" means the Famous Monsters Halloween Bash event scheduled to be held on October 27-29, 2017 ("Convention Dates") at the San Jose Convention Center ("Convention Facility"). The Convention is produced and managed by Cosmic Con, LLC ("CC" or "Promoter"). As used hereinafter, the term "Promoter" means, collectively, CC, and each of its/their respective officers, directors, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. The term "Exhibitor" means, collectively any business entity, or person (“You”) that applied for exhibit space rental and agrees to enter into this contract, and each of such Exhibitor's officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable. 

CC may provide to Exhibitor from time to time additional materials which will specify additional terms and conditions for Exhibitor’s participation and/or presence at the Convention. Such additional terms and conditions are hereby fully incorporated herein by reference and shall have the full force and effect as if such terms and conditions are fully and expressly set forth herein. Exhibitor hereby agree that all information containing terms and conditions provided to You by CC shall be deemed fully read and understood by Exhibitor and that Exhibitor shall be bound by all the terms and conditions contained herein and therein

2. Qualifications of Exhibitor: 

CC, in its sole discretion, shall have the right to determine whether a prospective exhibitor is eligible to participate in the Convention. Applicants who have not previously exhibited at a prior convention held by CC or Promoter similar to that of the Convention may be required to submit a description of the nature of their business and the items intended to be exhibited. CC reserves the right to restrict or remove any exhibit which CC, in its sole discretion, believes is objectionable or inappropriate. No adult or profane materials may be displayed or sold without prior written permission of CC. Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw acceptance of the contract, CC in its sole judgment may refuse to consider for participation in future conventions held by Promoter an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Exhibitor may not assign this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of CC, which consent shall be in CC 's sole discretion. 

3. Assignment of Space: 

Exhibit space for the Convention shall be assigned by CC in its sole discretion and for the Convention Dates only. Any such assignment does not imply that similar space will be assigned for future events held by Promoter. CC reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Convention if CC in its sole discretion determines that to do so is in the best interest of the Convention. 

4. Binding of Contract: 

This contract shall become binding and effective only when both Exhibitor and an authorized representative of CC have signed it and acceptable partial or full payment (as applicable) has been made by Exhibitor to CC. 

5. Liability: 

Exhibitor expressly assumes all risks and liability associated with, resulting from or arising in connection with Exhibitor's participation or presence at the Convention, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, intellectual property infringement, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has absolute and total responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by its insurer). Neither Promoter, CC, nor the Convention Facility accepts or assumes any responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Promoter, CC nor the Convention Facility shall be liable for, and Exhibitor hereby fully and forever releases and discharges the CC or Promoter and the Convention Facility, individually and collectively, and their present and former officers, directors, shareholders, partners, affiliates, employees, agents, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross-claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys' fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively "Claims") which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Exhibitor's participation and/or presence at the Convention. Exhibitor acknowledges that there is a possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract. Exhibitor acknowledges and agrees that by reason of this contract, and the releases contained in this Section 3, 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, this release shall constitute a full release in accordance with its terms. Exhibitor knowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law or rule of similar effect. 

6.Limitation of Liability: 

UNDER NO CIRCUMSTANCES SHALL PROMOTER, NOR CONVENTION FACILITY BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER FOR [ANY OF THE ACTS OR OMISSIONS] WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL PROMOTER MAXIMUM LIABILITY UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT ACTUALLY PAID TO CC BY EXHIBITOR FOR EXHIBIT SPACE RENTAL PURSUANT TO THIS CONTRACT. Promoter make no representations or warranties, express or implied, regarding the number of persons who will attend the Convention or regarding any other matters. 

7. Indemnification: 

Exhibitor shall on a current basis, indemnify, defend (with legal counsel satisfactory to CC in its sole discretion) and hold Promoter and the Convention Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys' fees and expenses, which result from or arise out of or in connection with (a) Exhibitors' participation or presence at the Convention; (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under this contract; (c) any matter for which Exhibitor is otherwise responsible under the terms of this contract; (d) any violation or infringement (or claim or violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret, publicity, privacy or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor; (f) harm or injury (including death) to Exhibitor; and (g) loss or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against Promoter without Promoter 's prior written consent. 

8. Cancellations:

By Exhibitor: 

There will be no refunds for cancellations made once payment is processed. All monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment.

By CC: 

If Exhibitor fails to make a payment required by this contract in a timely manner, CC may terminate this contract immediately (and Exhibitor's participation in the Convention) without further notice and without obligation to refund monies previously paid. CC reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to CC. CC is expressly authorized (but has no obligation, expressed or implied) to occupy or dispose of any space vacated or made available by reason of action taken under this paragraph in such manner as it may deem best, and without releasing Exhibitor from any liability hereunder. CC may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under the contract without any obligations, expressed or implied, on CC 's part to refund any payments previously made and without releasing Exhibitor from any liability arising as a result of or in connection with such breach. If CC removes or restricts an exhibit which CC at its sole discretion considers to be objectionable or inappropriate, no refund will be due Exhibitor. 

Cancellation of the Convention: 

CC reserves the right to cancel, re-name or re-locate the Convention or change the dates on which it is held for any reason. If CC cancels, CC shall refund to each Exhibitor its exhibit space rental payment previously paid, in full satisfaction of Promoter 's liabilities to Exhibitor. If CC changes the name of the Convention, relocates the Convention to another convention facility within the same city or changes the dates for the Convention to dates that are not more than thirty (60) days earlier or thirty (60) days later than the dates on which the Convention originally was scheduled to be held, no refund will be due to Exhibitor; provided however, CC shall assign use of such space to Exhibitor pursuant to the terms of this contract. If any dispute arises between Exhibitor and CC in connection with the Convention other than for reasons previously described in this paragraph, CC, at its discretion, may refund each Exhibitor its entire exhibit space rental payment previously paid, in full satisfaction.

9. Exhibit Hours and Possession: 

Exhibitor hours and dates for installing, occupying and dismantling exhibits shall be those determined by CC. If Exhibitor fails to display in its assigned space when the show opens or leaves its space unattended during the Exhibit hours, CC shall have the right to take possession of the space and no refund will be due to Exhibitor. All exhibits must be open for business and appropriately staffed during the Convention hours. Exhibitor may not dismantle the display until the Convention is officially closed by CC. Exhibitors may not assign their display space to third parties without prior written approval from CC. 

10. Rights of Publicity:

Exhibitor expressly grants to CC a fee free, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic, video or other media) listing the exhibiting companies at the Convention and to use such names in CC promotional materials in any media. CC shall not be liable for any errors in any listing or descriptions or for omitting any Exhibitor from the directory or other lists or materials. Exhibitor agrees that CC may also take video and/or photographs or Exhibitor's booth space, exhibit and personnel during, before or after the open hours of the Convention and use such photographs for any CC promotional purpose. 

11. Care of Exhibit Property: Exhibitor shall promptly pay for any and all damages to the Convention Facility (Exhibit Property and its Facility) or associated facilities, booth equipment or the property of others caused by Exhibitor. 

12. Common Area: 

Use of Aisles and Common Areas to distribute samples, promotional material, and printed matter of any kind, is prohibited. All business shall be restricted to the exhibit booth. Signs, decorations, banners, advertising material or special exhibits will not be permitted in any of these spaces except by written permission of CC. Audio visual of sound devices are permitted, but must be controlled and not unreasonably infringe on the rights of any other exhibitors or attendees. Sound of any kind must not be projected outside of the exhibit booth. CC reserves the right to determine sound interference with others and Exhibitor shall comply with any request by CC to discontinue any such sound or music. 

13. Taxes and Fees: All fees, licenses, permits or approvals under federal, state or local law applicable to Exhibitor's activities at the Convention shall be obtained and paid for by Exhibitor. 

14.  Legal:

Observance of Laws: 

a. Exhibitor shall observe and obey all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Convention Facility (including without limitation any union labor work rules). 

b. Exhibitors shall obey any and all intellectual property regulations, including rights of publicity, privacy, trademark and copyright laws. 

c. Enforcement in the Convention - Exhibitor is indebted to CC, whether or not such indebtedness arises from this or any other agreement, CC shall have the right in its discretion, to apply any refunds of exhibit booth fees properly due Exhibitor to such other indebtedness in the event legal action is filed by CC to enforce the terms and provisions of the agreement, the prevailing party in such action shall be entitled to reimbursement of court costs and reasonable legal fees. 

Governing Law:

This contract is governed by the laws of the State of California as applied to contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located in the State of California shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Sonoma County, California. 

Exhibitor acknowledges it has read this agreement, has obtained or has had the opportunity to obtain advice of counsel concerning the same, and understands and accepts the terms and conditions contained herein.

TERMS AND CONDITIONS 

1. The Terms: 

"Convention" means the Famous Monsters Halloween Bash event scheduled to be held on October 27-29, 2017 ("Convention Dates") at the San Jose Convention Center ("Convention Facility"). The Convention is produced and managed by Cosmic Con, LLC ("CC" or "Promoter"). As used hereinafter, the term "Promoter" means, collectively, CC, and each of its/their respective officers, directors, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. The term "Exhibitor" means, collectively any business entity, or person (“You”) that applied for exhibit space rental and agrees to enter into this contract, and each of such Exhibitor's officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable. 

CC may provide to Exhibitor from time to time additional materials which will specify additional terms and conditions for Exhibitor’s participation and/or presence at the Convention. Such additional terms and conditions are hereby fully incorporated herein by reference and shall have the full force and effect as if such terms and conditions are fully and expressly set forth herein. Exhibitor hereby agree that all information containing terms and conditions provided to You by CC shall be deemed fully read and understood by Exhibitor and that Exhibitor shall be bound by all the terms and conditions contained herein and therein

2. Qualifications of Exhibitor: 

CC, in its sole discretion, shall have the right to determine whether a prospective exhibitor is eligible to participate in the Convention. Applicants who have not previously exhibited at a prior convention held by CC or Promoter similar to that of the Convention may be required to submit a description of the nature of their business and the items intended to be exhibited. CC reserves the right to restrict or remove any exhibit which CC, in its sole discretion, believes is objectionable or inappropriate. No adult or profane materials may be displayed or sold without prior written permission of CC. Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw acceptance of the contract, CC in its sole judgment may refuse to consider for participation in future conventions held by Promoter an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Exhibitor may not assign this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of CC, which consent shall be in CC 's sole discretion. 

3. Assignment of Space: 

Exhibit space for the Convention shall be assigned by CC in its sole discretion and for the Convention Dates only. Any such assignment does not imply that similar space will be assigned for future events held by Promoter. CC reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Convention if CC in its sole discretion determines that to do so is in the best interest of the Convention. 

4. Binding of Contract: 

This contract shall become binding and effective only when both Exhibitor and an authorized representative of CC have signed it and acceptable partial or full payment (as applicable) has been made by Exhibitor to CC. 

5. Liability: 

Exhibitor expressly assumes all risks and liability associated with, resulting from or arising in connection with Exhibitor's participation or presence at the Convention, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, intellectual property infringement, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has absolute and total responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by its insurer). Neither Promoter, CC, nor the Convention Facility accepts or assumes any responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Promoter, CC nor the Convention Facility shall be liable for, and Exhibitor hereby fully and forever releases and discharges the CC or Promoter and the Convention Facility, individually and collectively, and their present and former officers, directors, shareholders, partners, affiliates, employees, agents, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross-claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys' fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively "Claims") which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Exhibitor's participation and/or presence at the Convention. Exhibitor acknowledges that there is a possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract. Exhibitor acknowledges and agrees that by reason of this contract, and the releases contained in this Section 3, 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, this release shall constitute a full release in accordance with its terms. Exhibitor knowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law or rule of similar effect. 

6.Limitation of Liability: 

UNDER NO CIRCUMSTANCES SHALL PROMOTER, NOR CONVENTION FACILITY BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER FOR [ANY OF THE ACTS OR OMISSIONS] WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL PROMOTER MAXIMUM LIABILITY UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT ACTUALLY PAID TO CC BY EXHIBITOR FOR EXHIBIT SPACE RENTAL PURSUANT TO THIS CONTRACT. Promoter make no representations or warranties, express or implied, regarding the number of persons who will attend the Convention or regarding any other matters. 

7. Indemnification: 

Exhibitor shall on a current basis, indemnify, defend (with legal counsel satisfactory to CC in its sole discretion) and hold Promoter and the Convention Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys' fees and expenses, which result from or arise out of or in connection with (a) Exhibitors' participation or presence at the Convention; (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under this contract; (c) any matter for which Exhibitor is otherwise responsible under the terms of this contract; (d) any violation or infringement (or claim or violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret, publicity, privacy or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor; (f) harm or injury (including death) to Exhibitor; and (g) loss or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against Promoter without Promoter 's prior written consent. 

8. Cancellations:

By Exhibitor: 

There will be no refunds for cancellations made once payment is processed. All monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment.

By CC: 

If Exhibitor fails to make a payment required by this contract in a timely manner, CC may terminate this contract immediately (and Exhibitor's participation in the Convention) without further notice and without obligation to refund monies previously paid. CC reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to CC. CC is expressly authorized (but has no obligation, expressed or implied) to occupy or dispose of any space vacated or made available by reason of action taken under this paragraph in such manner as it may deem best, and without releasing Exhibitor from any liability hereunder. CC may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under the contract without any obligations, expressed or implied, on CC 's part to refund any payments previously made and without releasing Exhibitor from any liability arising as a result of or in connection with such breach. If CC removes or restricts an exhibit which CC at its sole discretion considers to be objectionable or inappropriate, no refund will be due Exhibitor. 

Cancellation of the Convention: 

CC reserves the right to cancel, re-name or re-locate the Convention or change the dates on which it is held for any reason. If CC cancels, CC shall refund to each Exhibitor its exhibit space rental payment previously paid, in full satisfaction of Promoter 's liabilities to Exhibitor. If CC changes the name of the Convention, relocates the Convention to another convention facility within the same city or changes the dates for the Convention to dates that are not more than thirty (60) days earlier or thirty (60) days later than the dates on which the Convention originally was scheduled to be held, no refund will be due to Exhibitor; provided however, CC shall assign use of such space to Exhibitor pursuant to the terms of this contract. If any dispute arises between Exhibitor and CC in connection with the Convention other than for reasons previously described in this paragraph, CC, at its discretion, may refund each Exhibitor its entire exhibit space rental payment previously paid, in full satisfaction.

9. Exhibit Hours and Possession: 

Exhibitor hours and dates for installing, occupying and dismantling exhibits shall be those determined by CC. If Exhibitor fails to display in its assigned space when the show opens or leaves its space unattended during the Exhibit hours, CC shall have the right to take possession of the space and no refund will be due to Exhibitor. All exhibits must be open for business and appropriately staffed during the Convention hours. Exhibitor may not dismantle the display until the Convention is officially closed by CC. Exhibitors may not assign their display space to third parties without prior written approval from CC. 

10. Rights of Publicity:

Exhibitor expressly grants to CC a fee free, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic, video or other media) listing the exhibiting companies at the Convention and to use such names in CC promotional materials in any media. CC shall not be liable for any errors in any listing or descriptions or for omitting any Exhibitor from the directory or other lists or materials. Exhibitor agrees that CC may also take video and/or photographs or Exhibitor's booth space, exhibit and personnel during, before or after the open hours of the Convention and use such photographs for any CC promotional purpose. 

11. Care of Exhibit Property: Exhibitor shall promptly pay for any and all damages to the Convention Facility (Exhibit Property and its Facility) or associated facilities, booth equipment or the property of others caused by Exhibitor. 

12. Common Area: 

Use of Aisles and Common Areas to distribute samples, promotional material, and printed matter of any kind, is prohibited. All business shall be restricted to the exhibit booth. Signs, decorations, banners, advertising material or special exhibits will not be permitted in any of these spaces except by written permission of CC. Audio visual of sound devices are permitted, but must be controlled and not unreasonably infringe on the rights of any other exhibitors or attendees. Sound of any kind must not be projected outside of the exhibit booth. CC reserves the right to determine sound interference with others and Exhibitor shall comply with any request by CC to discontinue any such sound or music. 

13. Taxes and Fees: All fees, licenses, permits or approvals under federal, state or local law applicable to Exhibitor's activities at the Convention shall be obtained and paid for by Exhibitor. 

14.  Legal:

Observance of Laws: 

a. Exhibitor shall observe and obey all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Convention Facility (including without limitation any union labor work rules). 

b. Exhibitors shall obey any and all intellectual property regulations, including rights of publicity, privacy, trademark and copyright laws. 

c. Enforcement in the Convention - Exhibitor is indebted to CC, whether or not such indebtedness arises from this or any other agreement, CC shall have the right in its discretion, to apply any refunds of exhibit booth fees properly due Exhibitor to such other indebtedness in the event legal action is filed by CC to enforce the terms and provisions of the agreement, the prevailing party in such action shall be entitled to reimbursement of court costs and reasonable legal fees. 

Governing Law:

This contract is governed by the laws of the State of California as applied to contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located in the State of California shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Sonoma County, California. 

Exhibitor acknowledges it has read this agreement, has obtained or has had the opportunity to obtain advice of counsel concerning the same, and understands and accepts the terms and conditions contained herein.