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