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ADA

Effective Date: September 2, 2022

The SPJA reserve the right to modify and/or update this policy at any time.

SPJA is dedicated to accommodating all attendees, volunteers, and staff who may have disabilities that are protected by federal, state, and local public accommodations and accessibility laws. Although Event Facilities such as, but not limited to, the Ontario Convention Center and the Ontario Conference Center, are solely responsible for accessibility of and non-discrimination in their physical buildings, restrooms, and facilities, SPJA is ready and prepared to offer a hand to visitors with special needs or whom may require some sort of a reasonable accommodation.  SPJA offers, for example:

  • ASL interpreters for the deaf at large panels and events;
  • Limited special seating for programming events; and
  • Event Registration service and support for attendees with mobility issues

 

If you are an attendee who needs reasonable accommodation, SPJA wants to make your experience as fun and entertaining as possible.  There are a few limitations, however, on what SPJA reasonably can provide. Please note:

  • Programming rooms fill up quickly, and all seating is on a first-come, first- served basis, so special seating may not be available if you wait until the last minute to get to the room.  Please read the program guide and plan your day accordingly, keeping in mind the popularity of most events.
  • Elevators can be crowded and slow.  Please plan in advance and allow plenty of time to change floors.
  • Please try to provide at least 30 days’ notice if you will be requesting any special aides such as ASL interpreters. SPJA understands that things can change at the last minute and will nonetheless attempt to accommodate you as best as possible irrespective of such last minute notice.
  • Service animals must be obedient and behave in a manner that is safe and non-threatening for other attendees and other service animals at all times.  Only service animals will be permitted into SPJA Events.  If service animals are behaving in ways that fundamentally alters the services offered by SPJA, such as behaving aggressively toward other service animals (barking, lunging, growling, snarling, scratching, biting) or toward other attendees, or howling in concerts, or is otherwise disruptive, SPJA may impose restrictions or ask that you remove the service animal from the premises, and you agree to and will cooperate with SPJA’s requests.  You may continue to participate while your service animal remains outside.  No poisonous or illegal exotic service animals are permitted.

 

For additional questions or special requests, please contact us at ADA@anime-expo.org.

Alcohol Policy

Effective Date: July 28, 2023

The SPJA reserve the right to modify and/or update this policy at any time in their sole discretion and without prior notice.

ALCOHOL POLICY

SPJA is committed to providing a safe and family-friendly environment for everyone’s attendance. SPJA expects its employees, staff, directors, and each of their guests or representatives, to follow all applicable laws and regulations and to refrain from consuming alcohol in the presence of minors, serving alcohol while at the Event, or bringing outside alcoholic beverages onto the Event premises.

SPJA does not serve alcohol.  SPJA’s employees, staff, directors, and all SPJA representatives, including interpreters and those assisting Guests of Honor, are prohibited from serving alcohol.  Adults 21 and over may order alcoholic beverages from the Event Venue, hotel, room service, and other places that legally serve alcohol and have required liquor licenses.  SPJA does not encourage drinking.  If you are legally permitted to drink and choose to do so, SPJA asks that you drink responsibly.

Prohibited alcohol conduct includes, but is not limited to, the following behavior:

  • Consumption of alcohol by any person younger than 21 years old (a “minor”).
  • Providing alcohol to, or facilitating the provision of alcohol to, any minor.
  • Consumption of alcohol in any hotel room in which a minor is staying or in which any minor is present.
  • Consumption of alcohol from any source other than the hotel concessions, room service, Lounge 21, or any other places that legally serve alcohol and have liquor licenses.
  • Violation of any federal, state, or local law regarding alcoholic beverages.
  • Violation of any policy of the Event facility or any Event vendor or concessionaire regarding alcoholic beverages.

 

Violation of this Alcohol Policy may result in forfeiture of your Event credential, your expulsion from the Event and/or termination of your position with SPJA.

Brand Usage Guidelines Policy

Using the anime expo chibi® brand and trademarks

These guidelines are designed to help you use our brand and assets, including our logo, content, and trademarks.

A. Permitted Use

You are not required to seek permission to use the “anime expo chibi” word mark or one of the logo marks depicted below (the “Marks”) when you use the Marks in the following ways:

  1. For any press coverage;
  1. To promote your appearance or activity at anime expo chibi (“axc”). For example, you may use the Marks to inform the public about your booth or panel at axc. (Please be sure to use the trademark registration symbol ® with the first instance of the anime expo chibi word mark, e.g., anime expo chibi®.)

B. Not Permitted

You may not use our Marks or Anime Expo Mascots (“Max”, “Ai”, “Xeno”, “Mahoko, and “Kisegi”), or any derivative versions of the Mascots, to suggest sponsorship or endorsement by axc for your products, services, or separate event without permission.  Examples of unpermitted use include, but are not limited, to:

  1. Affixing our Marks and/or Mascots on merchandise or exclusive merchandise or packaging for merchandise;
  2. Using the Mascots in social media posts about your booth at axc;
  3. An “anime expo chibi” page or collection in an online store;
  4. Using our Marks in the names of unofficial events held separately from anime expo chibi, for example: “XYZ’s anime expo chibi Party”;
  5. using our Marks for activities such as ticket giveaways or sweepstakes.

Such uses require permission and a trademark license from SPJA, if permission is granted.  To request use of our Marks on products such as exhibitor exclusive merchandise or in any other way not permitted in Section A above, please contact marketing@spja.org and include any visual mockup of intended use, by September 30th.

Please refer to our Brand page for our AX Logo Usage guide.

Code of Conduct

Effective Date: July 28, 2023

The SPJA reserve the right to modify and/or update this policy at any time in their sole discretion and without prior notice.

CODE OF CONDUCT

Following this simple Code of Conduct helps ensure a safe convention and that everyone will have fun. Your own good judgment and courtesy towards others are key.

Please watch out for each other, take care of one another, help those who need help, and be careful. Play it clean, sober, and safe! Please don’t leave the Event with strangers, and make sure that your friends know when you leave or if you are going home early.

  • Please don’t hesitate to call security if you see anything suspicious.
  • Minors should not go to hotel rooms with unknown adults.

To participate in and/or attend any SPJA Event (referred to below as the “Event” regardless of whether it’s Anime Expo, Project Anime, anime expo chibi, or another one of our Events), you must comply with this Code of Conduct in order to attend and/or participate in these Events. SPJA reserves the right to modify and/or update any SPJA policy at any time without prior notice. Violation of this Code of Conduct may result in forfeiture of your Event badge, your expulsion from the Event and/or termination of your position with SPJA. Where the Code of Conduct refers to “SPJA’s written consent”, such written consent may be in the form of a separate written exhibitor/sponsorship agreement, vendor agreement, facility rental agreement, or other form of written agreement or permit. The Event Facilities, event hotels, and all other places where any Event programming is scheduled are “Event Facilities”.

BADGES

  • Please be prepared to show proof of age and identification when entering the Event or any program at the Event. We will only accept the following forms of identification: valid government-issued driver’s licenses or identification cards, passports, or military identification.
  • Please wear your Event badge/wristband at all times during the Event. Terms and conditions printed on the Badges apply to you and you must conduct yourself accordingly.

 

PROHIBITED ACTIONS AND ACTIVITIES

The following, as such violations are determined in SPJA’s sole discretion, are not permitted at the Event or its surrounding areas, including the parking lots, hotels, plazas, and structures:

  • Failure to be appropriately clothed, as determined by the sole discretion of SPJA. Please follow local laws, rules, and regulations when selecting your costume.
  • Assaulting, threatening, behaving inappropriately to another person, discriminating conduct of any nature whatsoever, making racial, religious, ethnic, national origin, sexual orientation, gender, or other slurs, bullying, and/or expressing any act of hatred towards another.
  • Lewd or offensive behavior, such as profanity, obscene language or conduct, exposing nipples or genitals, making recordings in bathrooms, bedrooms, or of nipples, genitals or up skirts.
  • Conducting commercial or business transactions without SPJA’s prior written consent, including without limitation, selling food or beverages from unauthorized carts, stands, or ice chests inside or outside Event venues or hotels; solicitation of money, contributions, or donations; distribution of commercial advertising or promotional material of any kind, such as signs, flyers, cards, or offers of discounts on rides, or other products or services; or offering samples of items which are sold, available for sale, or available in exchange for a donation or contribution.
  • Unlawful conduct or failure to comply with the policies, rules, or instructions of SPJA, Event staff, the Event facility, the hotel affiliated with the Event, or law enforcement officers.
  • Smoking / Vaping:
  • Never Inside: No smoking or vaping is permitted inside any of the Event Facilities, unless there is a place specifically designated by the Event Facility that permits either. - Limited Outside: Smoking or vaping must be at least 20 feet away from all entrances per California Government Code Sections 7596-7598; no smoking is permitted in outdoor dining areas.
  • Possessing any open can, bottle or other receptacle containing alcoholic beverages, except in areas specifically designated for the consumption of alcohol and in compliance with the SPJA’s Alcohol Policy.
  • Possessing any illegal substance. SPJA DOES NOT tolerate illegal substances in or around Events.
  • Any action that impedes the flow of traffic, creates a potential or actual hazardous condition, or is deemed to interfere with the Event. Individuals may be asked to move or discontinue their actions. By way of example, an individual may be asked to relocate or terminate an activity in order to disperse a crowd which impedes traffic flow.
  • Any noise or music that is disruptive to other attendees or the operation of the Event.
  • No Soliciting
  • Riding Hoverboards / Skateboards / Non-ADA Scooters / Segways
  • Using Roller Skates / Roller Blades

 

PROHIBITED ITEMS

  • Stilts
  • Weapons (Please see our Prop / Replica Weapons Policy for more info)
  • Drones / UAV’s
  • Illegal Substances
  • Stickers / Adhesive Graphics (Keep them in your bags/pockets and off the walls/floors of the Event Facilities)
  • All signs, whether for a costume prop or not, are prohibited unless approved in writing for use by Event staff
  • Non-Service Live Animals
  • Helium and Mylar Balloons
  • Lasers or Similar Items
  • Coolers
  • Oversized Backpacks / Bags: No bags over 14 x 12 x 6 inches will be permitted. All bags, regardless of size, are subject to inspection at any time. Clear bags are recommended to enhance safety inside and outside the venue and speed the security screening process.
  • Motorized Vehicles (i.e. go-karts or kids’ battery-operated vehicles.)
  • Wheeled Carts / Wagons
  • Confetti / Loose Glitter (Glitter used on your costumes is OK)
  • Flammable Liquids
  • Open-Flame Use
  • Any activity prohibited by law and/or prohibited by any Event Facilities

Cosplay Guidelines

Effective Date: August 23, 2022

The SPJA reserve the right to modify and/or update this policy at any time in their sole discretion and without prior notice.

COSPLAY GUIDELINES

At Anime Expo® (“AX”) and anime expo® chibi ("axc") (either, the "Event"), we celebrate the creativity of cosplayers and encourage everyone to cosplay whomever they wish–regardless of size, gender, age, religion, shape, color, or even species. Cosplay is all about having fun!

We simply ask that you follow the guidelines below and please keep in mind that AX and axc is an all-ages event.

  • Shoes are required at all times.
    - Cosplaying a character that's barefoot? Please check out tutorials on how to make "invisible shoes."
  • Costumes and clothing should not expose the body in such a way as to be deemed indecent exposure by the City and State in which the Event is held. Private parts must be covered in an opaque material that will not slip or have gaps.
  • Males wearing tight-fitting costumes are required to wear a dance belt.
  • Costumes worn on the convention floor must not obstruct or impede the flow of traffic or entryways. If the costume cannot fit through a standard doorway, it may not be allowed during general convention hours. Exceptions may be made day-of for Masquerade contestants.
  • Attendees with bulky costumes, costumes that obscure the vision, or costumes with large extensions such as wings or spikes, should have a designated “handler,” to assist them through the hallways and crowds.
  • Functioning wheels cannot be used as part of a costume or prop (i.e. anything that you might ride, push, or pull). We love your creativity, but please save the wheeled costumes/props for your photoshoots.
  • No costumes may be realistic depictions of American law enforcement, current American military uniforms, first responders, emergency medical personnel, or any official government agent. “Vintage,” historical, any non-current uniforms, and any military or police-style costumes may be addressed at the convention’s discretion (i.e., Resident Evil, Metal Gear Solid, etc.)

COVID-19 Acknowledgment and Assumption of Risk

Effective Date: July 28, 2023

COVID-19 Acknowledgment and Assumption of Risk

An inherent risk of exposure to COVID-19 exists in any public place where people are present. COVID-19 is an extremely contagious disease that can lead to severe illness and death. According to the Centers for Disease Control and Prevention (the “CDC”), senior citizens and people with underlying medical conditions are especially vulnerable. The CDC advises that some people are more likely than others to become severely ill, and some people are at a higher risk of exposure to COVID-19. Attendees should evaluate their own risk in determining whether to attend. People who show no symptoms can spread COVID-19 if they are infected, and any interaction with the general public poses an elevated risk of being exposed to COVID-19.

By purchasing a badge or attending an SPJA event, you understand and agree for yourself and for each attending minor for whom you serve as a guardian that the attendee at an SPJA event (and, in the case of any attending minor, the guardian for the minor) assumes these inherent risks associated with attendance at the event and that attendance is at their sole discretion and risk. As a condition of attending an SPJA event or allowing a minor for whom you serve as a guardian to attend, you acknowledge, agree, and confirm for yourself and for each attending minor for whom you serve as a guardian, each of the following:

You and, if applicable, each attending minor for whom you serve as a guardian agree to abide by all SPJA health and safety requirements, as well as all directions from and requests made by SPJA, while attending an SPJA event, and understand that SPJA reserves the right to deny admission and/or remove from the event anyone who fails or refuses to follow such instructions, directions and/or requests, with no promise or guarantee of admission (or re-admission).

You have reviewed the latest CDC and State of California guidelines or information concerning Covid-19.

You have read and agree to all policies available via https://spja.org/legal/.

Note: SPJA’s health and safety requirements and guidelines are based on correspondence and recommendations from federal, state, local, and venue officials regarding COVID-19 behavior and characteristics. These requirements and guidelines may be subject to change as more information and recommendations emerge. SPJA reserves the right to change or modify these terms at any time.

Filming Your Panel

Effective Date: September 1, 2022

Filming Your Panel Policy

Anime Expo®, anime expo® chibi, and the SPJA reserve the right to modify and/or update this policy at any time in their sole discretion and without prior notice.

If you are planning to film your panel, please carefully review the information below:

Recordings for Personal/Private Use:  You may make Recordings of your panel for private listening/viewing using a small handheld or cell phone camera, without the need to obtain a Filming Location Agreement from SPJA.

Recordings for Commercial Purposes: Recordings for commercial purposes are expressly forbidden unless advance written permission has been obtained from the SPJA (and any venue in which you desire to make a Recording apart from the Los Angeles Convention Center or the Ontario Convention Center).  Commercial Recordings include, but are not limited to:

  • The purpose of sale to anyone
  • Bonus content for home release (DVD/Blu-Ray)
  • Concurrent live-stream (outside of the AX Live-stream)
  • Post-event streams
  • Vtubing (unless your booth or panel consists of Vtubing, however, Vtubing outside of your booth or panel requires a Filming Location Agreement)
  • Television broadcast for non-press related reason (i.e. variety show, documentary, etc…)
  • Videos posted on website, social media, and other promotional platforms
  • Documentary film
  • Filming/Recording with professional camera person or crew

The following provisions must be met in order to film/record footage of your panel for commercial purposes:

  • Written approval from SPJA
  • Signing a Filming Location Agreement
  • Obtaining media and other required insurance, and providing proof of insurance by providing your certificate of insurance
  • Payment of a Filming Location Fee to be determined by SPJA [(generally, $2,500 per day)]

More information is available in the Filming Location Agreement. Please reach out to marketing@spja.org for more information and a Filming Location Agreement.

**No Recording (photo/video capture, livestreaming, Vtubing) is permitted in adult content areas such as booths, events, or panels.**

 

Main Events Policy

Policy Effective Date:  July 28, 2023

Anime Expo®, anime expo chibi®, and the SPJA reserve the right to modify and/or update this policy at any time in their sole discretion and without prior notice.

anime expo® chibi MAIN EVENTS FAQ AND POLICIES

Each Main Event (a “Main Event”) has its own rules when it comes to appropriate behavior. Please abide by those rules as stated below.

These rules apply to all those attending any Main Event, including Attendees, Staff, Press, and Industry in the Main Event Venues.  Any violation of these rules occurring in a Main Event venue will count towards the convention’s one-strike policy for Main Events.

MAIN EVENTS FAQ

What are the  anime expo® chibi Main Events?

Main Events may include:

  • Concerts and Special Events
  • Cosplay Contest
  • Fashion Show
  • Panels
  • Screenings

 

What is the difference between “ticketed” and “NON-ticketed” Main Events?

“Ticketed” Main Events may include the following events:

  • Concerts
  • Special Events

 

“Ticketed” Main Events require a valid anime expo® chibi badge and a valid Main Event ticket for entrance to those particular Main Events.

 

“NON-ticketed” Main Events may include the following events:

  • Fashion Show
  • Cosplay Contest
  • Panels
  • Screenings

 

“NON-ticketed” Main Events only require a valid anime expo® chibi badge for entrance to those particular Main Events.

 

If we exit the Main Events venue, are we allowed to re-enter?

For Programming rooms:

  • There is no re-entry once you exit the doors. You must get back in line.

 

MAIN EVENTS POLICIES

Due to the high volume of people attending the Main Events, the following should be noted for safety and fire hazard reasons:

  • NO SELFIE STICKS.
  • NO OUTSIDE FOOD OR BEVERAGES (bottled water is acceptable).
  • No excess or large baggage 12” x 12”. (Suitcases, luggage, duffel bags, etc. are not allowed.)
  • No oversized costumes or oversized props (with the exception of Masquerade contestants).
  • No weapons (i.e., swords, knives, bokkens, daggers, etc.)
  • No skanking or moshing.
  • No standing on chairs.
  • No running in the aisles or rows.
  • No smoking.
  • No signs.

PHOTOGRAPHY AND VIDEO POLICIES

Fashion Show

  • No flash photography (photography WITHOUT flash is allowed), for the safety of our Guests of Honor and/or Staff on stage.
  • Video recording is allowed.
  • No selfie sticks.

Photos and videos must be for personal use only, with the exception of anime expo® chibi registered, pre-approved Press representatives.

Please leave restricted items, such as oversized bags and oversized costume props, in your car or hotel room. 

Cosplay Contest

  • No flash photography (photography WITHOUT flash is allowed), for the safety of our Guests of Honor and/or Staff on stage.
  • Video recording is allowed.
  • No selfie sticks.

Photos and videos must be for personal use only, with the exception of anime expo® chibi registered, pre-approved Press representatives.

Please leave restricted items, such as oversized bags and oversized costume props, in your car or hotel room. 

Main Event Concerts and Special Events

Unless expressly announced from the stage at a Main Event Concert or Special Event, the following policies apply to all Main Event Concerts and Special Events.

Each Concert and Special Event’s Guest of Honor has a different set of photography and video recording policies. 

These policies also apply to all Main Event Special Events.

  • No photography.
  • No video recording.
  • No audio recording.
  • No selfie sticks.

 

By attending, you agree not to bring any photography or recording devices into the Main Events venue.

 

Please leave restricted items in your car, or at your hotel room., Cell phones and cameras should be kept in bags or pockets for the duration of the entire Main Event.

If you are found using your phone to record audio, record video, or take pictures during the Main Event, you will be removed from the Main Event and no refund will be issued for your event ticket or event badge.

 

Any attendee(s), non-authorized Press or Staff violating the photography and video recording policies or the Main Event Policies  will be subjected to immediate deletion of all relevant media stored on the device, one strike on the badge, and, at the discretion of staff, ejection from the venue and badge revocation for the remainder of the convention.

All attendees, Press, Industry, and Staff attending the “ticketed” Main Events must have valid anime expo® chibi badges and valid Main Event tickets.

All attendees, Press, Industry, and Staff attending the “NON-ticketed” Main Events must have valid anime expo® chibi badges.

 

Please refrain from loitering in the aisles and adhere to staff instructions. Failure to comply will result in ejection from the venue at the discretion of staff and badge revocation for the remainder of the convention.

All attendees, Press, Industry, and Staff are subject to the anime expo® chibi Code of Conduct.

*NOTE: Policies are subject to change at any time at the discretion of the Guests of Honor and/or SPJA.

 

Contact Information

For any questions and concerns on the Main Events Policies, please fill out our contact form at: https://www.anime-expo.org/contact-form/.

For Main Events Ticketing inquiries, please contact ticketing@anime-expo.org.

For Registration and badge inquiries, please contact registration@anime-expo.org.

For Press inquiries about the Main Events Policies, please contact press@anime-expo.org.

 

 

Panelists Participation Policy

Effective Date: July 28, 2023

In consideration for being permitted to participate as a panelist or workshop host for a panel or workshop (a “Panel”) at any event produced by The Society for the Promotion of Japanese Animation (“SPJA”), including but not limited to Anime Expo®, anime expo® chibi, and Project Anime (each, an “SPJA Event”), you (“you” or a “Panelist”) agree to (1) the terms in this “Panelist Participation Policy” (this “Policy”), (2) SPJA’s Terms of Participation and Liability Release and Waiver (the “TOP and Waiver”), which are incorporated into this Policy, and (3) the SPJA policies located at www.spja.org/legal, (including but not limited to the Code of Conduct, Recording Policy, Privacy Policy, and Youth Protection Policy (“YPP”)) that are in effect at the time of the SPJA Event (collectively, the “SPJA Policies”). If you do not agree or do not comply with all parts of this Panelist Participation Policy, the TOP and Waiver, and the SPJA Policies, you will be denied access to and participation in the Panel and the SPJA Event. If you do not agree, please immediately exit the Panel and the SPJA Event.

1. PANEL PARTICIPATION. You are freely giving your services as a Panelist to SPJA, and you agree that participating in a Panel is an opportunity with real value. You are not and will not be eligible to receive compensation of any kind for your participation on a Panel. Panelists are not employees of SPJA and are not covered by SPJA’s employee benefits or Workers Compensation insurance. SPJA, in its sole discretion, may cancel your Panel for any reason. In addition:

a.) If you cancel your Panel fewer than two (2) weeks before the SPJA Event, SPJA may choose to give you lower priority and/or limit the number of Panels you may apply to present at future SPJA Events.

b.) Adherence to each of the procedures listed below is necessary for a safe and well-conducted Panel at the SPJA Event. If you fail to follow any of the procedures listed below, SPJA and/or its representatives at the SPJA Event may interrupt and/or cancel your Panel:

(i) You must handle all technical equipment carefully (e.g., you must not drop microphones).

(ii) You must adhere to the SPJA-approved content rating level (G, PG, 18+) of your Panel. No modification to the content of your Panel may be made after your application without approval by the SPJA Programming Department.

(iii) You must end your Panel on time. If your Panel does not end at the designated time, SPJA will stop your Panel’s sound and video.

(iv) You must cooperate fully and promptly with the requests of SPJA and Ontario Convention Center representatives, employees, contractors, and security personnel (“SPJA/Event Reps”), including by stopping what you are doing immediately at the request of such SPJA/Event Rep or the SPJA Programming Department.

2. CARE. When participating in the Panel (and at all other times while you are at the SPJA Event) you must comply with this Policy, the TOP and Waiver, the SPJA Policies, and all applicable laws, regulations, and rules, and you must conduct yourself in a safe, conscientious, and courteous manner. Your Panel shall be factually accurate and shall contain nothing defamatory or otherwise unlawful or inappropriate.

You shall not consume substances with a mind-altering or judgment-altering potential, such as alcohol, medications, or other drugs that may alter ability to participate in a Panel safely, conscientiously, and courteously. You shall immediately report any and all potential hazardous conditions or actual injuries that you observe or experience to any SPJA safety or medical volunteer, an SPJA/Event Rep, or to the police officer or other civic officer nearest to you. You shall make such a report no matter what the extent or cause of the potential hazardous condition or actual injury. Without limiting further actions by SPJA, SPJA may immediately remove you from a Panel and from the SPJA Event if you fail to comply with all of your obligations under this paragraph, this Policy, the TOP and Waiver, and any other SPJA Policies.

 

3. ASSUMPTION OF RISK, WAIVER, AND RELEASE. YOU PARTICIPATE IN A PANEL AT YOUR OWN RISK. YOUR PARTICIPATION IN A PANEL HAS INHERENT RISKS AND DANGERS, INCLUDING BUT NOT LIMITED TO HARM, LOSS, OR INJURY TO YOU, YOUR PERSON OR PROPERTY. AS A CONDITION OF BEING PERMITTED TO PARTICIPATE IN A PANEL, YOU HEREBY DO ASSUME AND ACCEPT THESE RISKS. BY PARTICIPATING IN A PANEL, YOU REAFFIRM THE WAIVER AND RELEASE THAT YOU MADE WHEN YOU AGREED TO THE TOP AND WAIVER AT REGISTRATION.

 

4. YOUTH PROTECTION POLICY. By participating in a Panel, you represent and warrant that you are not disqualified under Section 5 of the YPP, and you agree that if anything changes prior to the Panel that would disqualify you under Section 5 of the YPP, you will inform SPJA and will not participate in the Panel or in the SPJA Event. You will make an effort to view the YPP training videos before the Panel. Abusive behavior, such as verbal abuse, inappropriate sexual remarks or touching, threats of violence, or any other violation of the Code of Conduct will not be tolerated and may result in expulsion from the Panel or the SPJA Event.

 

5. PHOTOGRAPHS AND GRANT OF RIGHTS. By participating in a Panel, you grant SPJA the right to create photographs, video, digital, audio, or other recordings, including the Live Simulcast & Broadcast (“SPJA Recordings”) of your presentation and grant 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. Additionally, you give SPJA permission to use your name, likeness and biographic information to use, promote or exploit the SPJA Recordings or any derivative work of the SPJA Recordings. SPJA will hold the copyright to the SPJA Recordings. To the extent you have any rights in the SPJA Recordings, you hereby assign all your rights, title and interests in and to the SPJA Recordings to SPJA. You shall provide SPJA with a good quality copy of distributed Panel materials, if any, and any PowerPoint, video, or media included in your Panel for its archives.

 

6. INTELLECTUAL PROPERTY. You shall not use content from anime creators or other content owners in a Panel without their permission. You shall obtain all necessary clearances and agreements for any third party intellectual property presented or distributed in your Panel and the rights granted to SPJA herein. You will retain any existing intellectual property, such as trademark and copyright, that you may have in the material you present or distribute for your Panel.

 

7. GENERAL TERMS. No waiver or amendment of any provision of this policy will be effective unless in writing. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF LOS ANGELES COUNTY, CALIFORNIA, USA; YOU CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The language in all parts of this policy shall be construed as a whole in accordance with its fair meaning, not for or against any party, and without regard to any statutes that provide for the language of an agreement to be construed against the drafter. If any provision herein is determined to be unenforceable, that provision shall be severed, and all other provisions shall remain in effect. This policy shall bind and be for the benefit of yourself, SPJA, and each of the respective party’s heirs, fiduciaries, successors, and assigns. You have not relied upon any promise, representation, or warranty in acknowledging this policy. This policy will continue in full force and effect even after the conclusion of the Panel and the SPJA Event.

 

MODIFICATION OF THIS POLICY, THE TOP AND WAIVER, AND THE SPJA POLICIES. We may revise and update this Policy, the TOP and Waiver, and our SPJA Policies from time to time at our sole discretion. We will notify you when we make changes to this Policy, the TOP and Waiver, or the SPJA Policies by posting on this page and by revising the “Effective Date” date at the top of this page. All changes are effective immediately when we post them and apply to your participation in a Panel and to your access to and participation in SPJA Events. Please check back frequently to see any updates or changes. If you do not agree with any of the policies as modified, please do not participate in the Panel and exit the SPJA Event.

Privacy Policy

Effective Date: August 23, 2022

The Society for the Promotion of Japanese Animation (“SPJA”) is a Section 501(c)(3) nonprofit organization dedicated to celebrating and promoting the unique and deep culture that surrounds Japanese animation. We strive to educate the public about Japanese animation, manga, video games, and traditional culture.

We are so happy you have decided to join us. As part of our educational goals, we have created this Privacy Policy to inform you about how we collect, use, store, and protect your information. This Privacy Policy pertains to information collected at SPJA® events, on the SPJA site (www.spja.org), the Anime Expo® site (www.anime-expo.org), the Project Anime® site (www.project-anime.org), sites for any other events we may produce, and through the Anime Expo mobile applications (AX App) and any other SPJA Event mobile applications we may produce(collectively, our “Services”).

  • The terms “you,” “your,” and “yours” refer to you, the person utilizing our Services and agreeing to this Privacy Policy. The terms “we,” “us,” and “our” refer to SPJA and to SPJA’s affiliates and subsidiaries (if any).
  • “SPJA Events” include all events produced by SPJA, including, without limitation, the Anime Expo convention (commonly known and referred to herein as “AX”), anime expo chibi, Project Anime: Los Angeles, and Project Anime: Tokyo.
  • “SPJA Event Sites” are the SPJA® site (www.spja.org), the Anime Expo® site (www.anime-expo.org), the Project Anime® site (www.project-anime.org), the World Cosplay Summit USA site (http://worldcosplaysummitusa.org), sites for any other events we produce, and the AX App and any other SPJA Event mobile applications we may produce.

Please read this Privacy Policy carefully to understand how we will treat your information.

Data Controller

  • Unless otherwise noted, the Data Controller of all data described in this policy is SPJA.
  • SPJA is located at 19675 Temescal Canyon Rd., Corona, CA, 92881, USA

How We Collect Information

Directly From You

You may provide us with personal information in several ways, such as when you:

  • Purchase tickets and register for events. When you purchase tickets for SPJA Events or register as an attendee (fan, industry, or press), exhibitor, sponsor, panelist, workshop leader, or photographer, we ask for your name, email address, age, and gender. This information is sometimes collected directly by SPJA and sometimes indirectly through SPJA’s service providers, such as the event registration platform. We may collect additional information from individuals who register as an exhibitor, sponsor, panelist, workshop leader, press, or photographer related to that individual’s role. For example, exhibitors must provide information about their company, details about plans for tables, and additional contact information;
  • Communicate with us by e-mail or phone;
  • Subscribe to our e-mails or newsletters;
  • Report a problem or request support for any of our Services;
  • Interact with our Social Media Accounts; or
  • Participate in our contests, promotions, sweepstakes, applications or surveys

Information We Collect From Other Sources

We work closely with third parties (for example, technical service providers, payment providers, promotion companies, advertising networks, and analytics providers) and may receive information about you from them.

Depending on the relationship and activity, they will provide us with certain information that will help us understand how you interact with our Services so we can tailor our marketing and provide better, more personalized Services to you. In some cases, third parties also provide us with information that helps us keep track of transactions, address technical or logistical issues, prevent fraud, or keep our community safe from security threats.

We may also receive and display information and content which you make publicly available on your social media account when you interact with any of our content, such as when you post using one of our promoted hashtags or respond to posts on our social media accounts.

How We Use Your Information

  • Purposes Directly Related to Our Services. We use your information to provide you with the Services you have requested, contact you if there is a problem with providing you with those Services, add your name to the lists for Services you have asked to receive, update your information with any changes you have requested to us, and to notify you if there are any issues with the Services.
  • Responding to “Contact us” requests. If you have submitted a “contact us” form on one of our websites or apps or emailed us asking us to contact you, your information will be used to respond to your request.
  • Partner Marketing. With your consent, we may send you messages regarding products or services offered by our partners that you may be interested in.
  • Sending Newsletters. With your consent, we will use your email address to send you SPJA’s newsletter. You may withdraw this consent by using the unsubscribe link in any newsletter or by contacting us at privacy@spja.org.
  • Technical support/assistance. We use your information to provide you with technical support and other assistance to use our websites or apps.

How We Share Your Information

We share your information under the following circumstances:

  • With your consent.
  • When we have a legitimate business interest.
  • To comply with our legal obligations, such as laws, regulations, search warrants, subpoenas, or court orders, or to exercise or defend legal claims.

The following paragraphs give further detail on circumstances when we may share your data:

  • Service Providers.  Like any other company, SPJA uses a variety of third-party businesses and partners to market and provide our Services to you (“Service Providers”). These include but are not limited to business partners, suppliers, and sub-contractors we contract with to provide you with the Services such as third-party payment processing. These Service Providers’ access to your information is limited to the information reasonably necessary to perform their limited functions, and our contracts with these vendors require that your data be treated in accordance with the terms of this Privacy Policy.
  • Press list. SPJA will share the press list for an SPJA Event with industry members for the purpose of coordinating press and public announcements. The press list shows the full name, outlet, and email address of everyone who registered as press.
  • Giveaway sponsors/their affiliates. When you sign up for one of our giveaways, sweepstakes, contests, or other promotions, with your consent, we may share your information with the sponsor of the promotion and/or its affiliates. See specific promotion rules for details.
  • Exhibitors and Sponsors with badge tap stations. By tapping your badge at an SPJA Event exhibitor/sponsor booth, we may provide the exhibitor and any affiliated organizations with your name, gender, email address, and/or badge type and/or price. We may also provide booth and timestamp data from any badge tap-in. By tapping your badge, you consent to this sharing. This information is controlled by the respective privacy policies of these exhibitors and sponsors and not by our Privacy Policy.
  • Exhibitors and Sponsors at SPJA Events. Please note that you may be able to enter drawings or provide information to exhibitors and sponsors at SPJA without using your badge. Once you provide information to an exhibitor/sponsor, the privacy policy of that exhibitor/sponsor is controlling. Each exhibitor/sponsor has its own privacy policy. Please review their privacy policies before providing your consent to their collection of your data. We do not accept any responsibility or liability for these policies or for the data collection and use by these exhibitors/sponsors.
  • Safety. The owner of any SPJA Event Site may disclose your information if it believes such disclosure is reasonably necessary to protect the safety, rights, or property of the public, any person, or SPJA; to investigate, prevent, or otherwise address suspected fraud, harassment, or other violations of any law, rule, or regulation; to detect, prevent, or otherwise address security or technical issues; or as SPJA believes is required by law, regulation, or legal process.
  • Change in control. If SPJA engages in a merger, acquisition, disposition, change of control, bankruptcy, dissolution, reorganization, or similar transaction or proceeding, or otherwise transfers the operations of such SPJA Event or website that relates to your information, SPJA will transfer your information to the successor entity.
  • Similar Entities: With your consent, we may share your information with third parties that offer products or services that you may be interested in.

Cookies

We and our third-party service providers use cookies and other tracking mechanisms to track information about your use of our Services. We may combine this information with other personal information we collect from you (and our third-party service providers may do so on our behalf).

“Cookies” are small data files that a website places on your browser when you visit the website. Cookies allow a website or third party to recognize your browser. There are three primary types of cookies:

  • Session cookies are specific to a particular visit and carry information as you view different pages within a website. Session cookies expire and delete themselves automatically in a short period of time, e.g., when you leave the website or when you close your browser.
  • Persistent cookies enable us to recognize you when you visit an SPJA Event Site and remember your preferences. Persistent cookies are stored on your browser or mobile device until you choose to delete them, and otherwise typically delete themselves at expiration.
  • Third-party cookies are placed by someone other than SPJA. They may gather browsing activity across multiple websites and sessions. They are usually persistent cookies and are stored until you delete them or until they expire based on the time period set in each third-party cookie.

The cookies used in connection with your use of the Services will generally fall within one of the following categories:

  • Necessary functionality: These cookies are essential to enable you to navigate the SPJA Event Sites and access the Services in a safe and secure manner.
  • Important functionality: These cookies help us authenticate registered users.
  • Performance and Analytics: These cookies provide data on how the Services are functioning to help us improve the performance of the Services and the user experience.
  • Personalization: These cookies allow us to personalize the content we display to you.

Choices Regarding Cookies

Most browser software can be set to reject all cookies, including third-party cookies. If you choose to reject our cookies, however, your ability to access and use the Services may be limited. Typically, the cookie settings are within the “options” or “preferences” menu in your browser. The links below provide information about cookie settings for some commonly used browsers:

  • Internet Explorer
  • Chrome
  • Safari
  • Firefox

You can opt-out of interest-based advertising on the SPJA Event Sites by rejecting cookies. Please note that even if you reject cookies and opt-out of interest-based advertising, you will continue to receive generic advertisements through the Services.

To opt out of interest-based advertising, you may use the following links provided by third parties that manage opt outs for some ad networks:

http://preferences-mgr.truste.com
http://www.networkadvertising.org/managing/opt_out.asp
http://www.aboutads.info/
https://policies.google.com/privacy/partners

Note: If you delete cookies, use a different device, or change web browsers, you may need to opt out again.

Do-Not-Track Signals

Some web browsers may transmit “do-not-track” signals to the websites with which the user communicates. Because of differences in how web browsers incorporate and activate this feature, it is not always clear whether you intend for these signals to be transmitted, or whether you even are aware of them. Because there currently is no industry standard concerning what, if anything, websites should do when they receive such signals, we currently do not act in response to “do-not-track” signals.

Aggregated Data

We collect a variety of aggregated data about how you and other users use our Services. This aggregated data is anonymized and not connected to any individual.

  • We collect information about your device when you access our Services electronically, including IP address, browser information (including referring URL), cookie information, and advertising ID (which is a unique, user-resettable identification number for advertising associated with a mobile device).
  • We automatically collect and store information about your use of our websites and the Services you receive through those sites, such as your engagement with particular content, including links you have followed and pages you have requested, and how often and when you engage with any of our websites.

How We Store Your Information

  • We store information that we collect on our websites, on our own servers, and/or on servers operated by third parties. These third-party servers are located in the United States.
  • We retain your information for as long as necessary to fulfill the purposes outlined in this Privacy Policy or our data retention policies unless a longer retention period is required by law. For example, if you have signed up to receive a newsletter, we will retain your name and email address until you unsubscribe from that newsletter (unless you have provided it for some other purpose as well). Within a reasonable period of time after your information is no longer required for any of the purposes outlined in this policy, we will delete it.

How We Protect Your Information

  • We take reasonable and appropriate security measures to protect unauthorized access, alteration, or destruction of data located on and collected by our Services. Sensitive and private data exchange between the Site and its Users happens over an SSL secured communication channel and is encrypted and protected with digital signatures. We exercise reasonable care to protect your non-public personal information. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. While we strive to protect your non-public personal information, we cannot guarantee the security of any information you transmit to us or receive from us while it is in transit. Once we receive your personal information, we maintain physical, electronic, and procedural safeguards to protect it. If a data breach occurs, we will notify you and the proper European Economic Area (“EEA”) authority (if required) within 72 hours (if reasonably feasible). If we are unable to notify the proper EEA authority within 72 hours, our notice will be accompanied by reasons for the delay.
  • The SPJA Event Sites may contain links or references to other sites in addition to the ones we have already mentioned. Please be aware that we do not control such other sites and that, in any case, this Privacy Policy does not apply to those sites. We encourage you to read the privacy policy of every site you visit.

How We Handle Children’s Information (for Parents)

As a nonprofit entity, SPJA is not subject to the Children’s Online Privacy Protection Act (“COPPA”). SPJA nevertheless makes commercially reasonable efforts with respect to the collection and protection of the data of children.

Our SPJA Event Sites are general audience websites, intended for use by individuals over the age of thirteen (13).

SPJA does not market to and does not knowingly collect any personally identifiable information from children under the age of thirteen (13) through the Services.

We also do not share child badge data with SPJA Event exhibitors/sponsors. Should a child tap his or her badge on an SPJA Event exhibitor/sponsor booth, we will not provide the exhibitor any information from that badge.

If you are based in the EEA you may use our Services only if you are over the age at which you can provide consent to data processing under the laws of your country (the “Age of Consent”). If you are not over the Age of Consent, you may not use our Services without the permission of a parent.

If you are a parent or guardian of a child who is under 13 years old and using our Services, please contact us at privacy@spja.org to request deletion of any personal information we may have collected about the child. For privacy reasons, we may request proof of relationship to the child.

Management of Information

  • You can update your personal information by going into your online account on the SPJA Event Site where you initially provided the information. If you are unable to update your information yourself, please contact us at privacy@spja.org for assistance.
  • If you are from the EEA, in accordance with applicable data protection law, you have the right to (i) access your information; (ii) have your information corrected or deleted; (iii) in certain circumstances, object to our processing of your information; (iv) withdraw consent previously provided; (v) in certain circumstances, request that your information be transferred to another service provider, where feasible; or (vi) if you believe that we have not complied with applicable data protection law, lodge a complaint with your local supervisory authority. If you wish to exercise any of these rights, please contact us by email at privacy@spja.org.
  • For questions about this Privacy Policy and how your information may be collected, stored, used, and shared, please contact us by email at privacy@spja.org.

Links to Third-Party Websites

Our Services, newsletters, email updates, and other communications may, from time to time, contain links to and from the websites of others, advertisers, and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies.

Changes to the Privacy Policy

We may revise and update our Privacy Policy from time to time at our sole discretion. We will notify you when we make changes to our Privacy Policy by posting on this page and by revising the “Effective Date” date at the top of this page.  All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please check back frequently to see any updates or changes to our Privacy Policy. If you do not agree or consent to these updates or changes, do not continue to use the Services.

Contact

Questions or comments regarding this Privacy Policy should be addressed to:

The Society for the Promotion of Japanese Animation
19675 Temescal Canyon Rd.,
Corona, CA, 92881
USA

privacy@spja.org

Prop / Replica Weapons Policy

Effective Date: July 28, 2023

PROP / REPLICA WEAPONS POLICY

Your participation in SPJA Events means that you agree to comply with this Prop / Replica Weapons Policy. An “Event” shall mean any event held by The Society for the Promotion of Japanese Animation (“SPJA” or “we”), such as Anime Expo®, anime expo chibi®, or Project Anime®.

You further understand and agree that, for your own safety and the safety of everyone at an Event, SPJA has the absolute and immediate discretion and right to inspect your costumes, prop weapons, and any other item you bring to the Event. We may temporarily or permanently remove any attendee in our sole and absolute discretion at any time for violating this Prop / Replica Weapons Policy— because your safety and the safety of every attendee is of the utmost importance. 

anime expo chibi® and the SPJA reserve the right to modify and/or update this policy at any time in their sole discretion and without prior notice.

Prohibited Items

No Real Weapons Are Allowed at an Event.

This includes firearms, knives, curios,  relic antique firearms, any form of ammunition, any items designed or manufactured with the intent to cause death or serious bodily injury, whether carried openly or concealed, even if any such weapons are inoperable or unusable and irrespective of whether you are licensed to possess such weapons. Items that may otherwise be legal for you to own or carry are not welcome at any Event if they violate this Prop / Replica Weapons Policy.

The following items are not permitted at any SPJA Event:

  • All Metal Weapons
  • Firearms, Ammunition, Rifles, Shotguns, Handguns, Blowguns, Tasers, Laser Pointers, Laser-Aiming Devices or similar Laser Devices
  • Explosives, Incendiary Devices, Chemical Weapons, and Pepper Spray / Mace
  • Knives, Live Blades/Swords (including Katana and other Martial Arts Style Swords), Daggers, Sword Canes, Switchblades, Bali-Song (Butterfly Knife), Axes, Kunai, Ice Skates, and Hatchets
  • Metal Pole Arms, Wooden/Metal Bats, Paddles, Stilts, Golf Clubs, and Vuvuzelas
  • Archery and Hunting Bows, Arrows, Nunchucks, Brass Knuckles, and Whips
  • Any item designed or manufactured with the intent to cause death or serious bodily injury to any person or property, any item that is illegal in the state of California, or any item that appears, in SPJA’s sole discretion, to be dangerous or which would pose or place others at risk or harm, immediate or otherwise.

(Note: some venues prohibit other items e.g. glass bottles, food, alcohol, and e-cigarettes. Please check with the venue before bringing such items.)

Peace Bonding

Prop weapons must be submitted to “Weapons Check” for Peace Bonding. SPJA has the sole discretion to approve prop weapons. Please visit us at one of our Weapons Check booths during the Event. Locations are to be determined and announced on our website at www.anime-expo.org. Other Event Weapons Check booth locations shall be designated in the programs and on signs.

We may revoke your Peace Bond at any time in our sole discretion. Behavior which will warrant revocation of your Peace Bond includes:

  • Brandishing an item in an inappropriate fashion, such as play-fighting or swinging the prop around
  • Causing complaints from other attendees of the Event
  • Tampering or altering of the Peace Bond

Prop Weapons

Prop weapons are inoperable weapons that support the overall look of your costume or character. For example, plastic Airsoft guns, Nerf guns, water guns, dart guns, disc guns, pellet guns, and cap guns are prop weapons.

Peace Bonding Rules

If a prop weapon is, or was, at any time capable of firing anything, it must be rendered permanently inoperable in order to qualify for Peace Bonding. You can do this by, for example, permanently plugging the barrel with glue, caulk, or any non-removable substance and hot gluing all moving components of the prop in place. You must be able to prove that the prop weapon is permanently inoperable upon inspection.

In addition, to qualify for Peace Bonding, your prop weapon must meet the following criteria:

  • All bladed props, prop firearms and prop knives cannot contain metal, have metal components, or have metal-based paints on them.
    • Note: Lightsabers with metal hilts are allowed.
  • Your prop weapon cannot be more than 7 feet (2.13 meters) in any direction or weigh more than 15 pounds (6.8 kilograms).
  • Prop explosives or ammunition cannot be made out of metal.
  • All swords and bladed prop weapons must adhere to the following rules:
    • They cannot be made out of metal
    • If your non-metal blade has a sharp edge or pointed tip, it must be anchored to a hard sheath for the duration of the Event
    • If you do not have a hard sheath, your non-metal blade must have a blunt edge and blunt tip
  • All prop bows must be unstrung or have a low-tensile thread with no draw weight and be incapable of shooting.
  • All prop arrows must have blunt non-metal tips.
  • Metal chains are not permitted unless it is for cosplay and affixed to a piece of clothing and/or armor.
  • Any prop chain must be under 7 feet (2.13 meters) to avoid safety and fire hazards.

If your prop weapon is a toy, look-alike, or imitation firearm, then federal regulations (15 CFR § 272.3) require that it either be translucent enough to, permit unmistakable observation of the device’s complete contents or must have at least one of the following:

  • An Orange Solid Plug in Barrel: Have a blaze orange (Fed-Std-595B 12199) or orange color brighter than that specified by the federal standard color number solid plug permanently affixed to the muzzle end of the barrel as an integral part of the entire device and recessed no more than 6 millimeters from the muzzle end of the barrel; or
  • An Orange Barrel Marking: A blaze orange (Fed-Std-595B 12199) or orange color brighter than that specified by the federal standard color number, marking permanently affixed to the exterior surface of the barrel, covering the circumference of the barrel from the muzzle end for a depth of at least 6 millimeters; or
  • Entire Surface Coloration: Coloration of the entire exterior surface of the device in white, bright red, bright orange, bright yellow, bright green, bright blue, bright pink, or bright purple, either singly or as the predominant color in combination with other colors in any pattern.

Please take care when outside or when transporting any form of firearm prop.

Regardless of how realistic the prop may look, ensure that it is completely hidden while traveling and be aware of your surroundings, attire, and the appearance of your props to bystanders when outside of the Event. Do not assume a costume will reassure people that your prop is not a real weapon.

Peace-Bonded Weapons at the Event

You may display your prop weapons only as costume pieces. Do not swing or brandish your prop weapon in any way that could be considered unsafe or threatening.

You may pose with a prop weapon in a brandishing manner, so long as no reasonable person would interpret it as anything but a pose for dramatic effect. Event staff or management may stop your posed brandishing in their sole discretion.

Please put your prop weapons away when leaving the Event site at night so that you don’t get the attention of local law enforcement. SPJA cannot be responsible for any actions taken by local law enforcement agencies, such as detaining and questioning you, if you decide to display or brandish your prop weapons at or outside of the Event.

Everyday Items
  • Items that people normally carry such as umbrellas or walking sticks/canes are permitted within the Event and subject to inspection upon entry.
  • Lightweight plastic or foam bats, paddles, and clubs are permitted.
  • Roller skates/blades, skateboards, scooters, go-karts, hoverboards, etc. are not permitted within the Event area.
  • Ice Skates are not allowed, even with skate guards attached.
  • Power tools are not permitted e.g. chainsaws, drills, or hedge trimmers.
Buying Weapons at the Event

All Prop / Replica weapons purchased at the Event must remain sealed in its original packaging while at the Event. If you would like to use your Prop / Replica weapon at the Event, you must submit your item to a “Weapons Check” booth for peace bonding.

Martial Arts Performances and Demos

You may display working martial arts weapons during, and 30 minutes before and after, a performance that has been approved by Event management in advance.

Of course, you must use common sense to avoid harming any person or property. You must conceal or wrap the weapons when transporting them to and from the demonstration, and you must remove the weapons immediately after the demonstration. Event staff reserves the right to stop any performance or demonstration in their sole discretion.

Law Enforcement Uniformed Costumes

COSTUMES THAT MAY BE CONFUSED WITH LOCAL LAW ENFORCEMENT OR OTHER EMERGENCY RESPONSE PERSONNEL UNIFORMS ARE NOT PERMITTED AT THE EVENT.

It is against the law to impersonate local law enforcement, emergency personnel, or first responders. SPJA has the absolute right and sole discretion to decide whether your costume looks too much like one of these uniforms, and to request the removal or modification of that costume. Should you refuse to cooperate, we may expel you from the Event in order to protect the safety and welfare of everyone at the Event.

Recording Policy

Effective Date: September 1, 2022

Recording Policy
Anime Expo®, anime expo® chibi, and the SPJA reserve the right to modify and/or update this policy at any time in their sole discretion and without prior notice.

Recordings of You: You are advised and given notice that SPJA permits people and companies to take photographs and make recordings at SPJA Events, and post them on social media and use them for many lawful purposes. By attending an SPJA Event, you agree to be photographed or recorded during the Event (in still photographs, audio recordings, video recordings and any other media, now known or hereafter discovered, hereafter “Recordings”), by attendees, vendors, and others without compensation.

Additionally, by attending an SPJA Event, you grant to SPJA the rights, but not the obligation, to create photographs, video, digital, audio, or other recordings, including the Live Simulcast & Broadcast (“SPJA Recordings”) of you and grant 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. SPJA will hold the copyright to the SPJA Recordings. To the extent you have any rights in the SPJA Recordings, you hereby assign all your rights, title and interests in and to the SPJA Recordings to SPJA.

Your Recordings of Others for Personal/Private Use with Small Handheld or Cell Phone Camera: Except as prohibited below, individuals may make Recordings for private listening/viewing, without the need to obtain a Filming Location Agreement from SPJA, provided that such Recordings clearly identify the Event, date, and location at which they were Recorded. You are generally allowed to make Recordings in all common areas of the Event, with the exception of the Art Show, backstage, and restricted areas. Specific rules and restrictions regarding Recordings apply to specific venues, concerts, and Events, such as when a Guest of Honor prohibits photographs of their performance. If you are unsure, please check for signage, and if you do not see any, be respectful and do not make Recordings.

As a courtesy, and without changing this policy in any way, please obtain permission first to make Recordings of any individuals or costumes. If someone asks or otherwise indicates that they do not wish to be recorded, do not record them. The SPJA will make reasonable efforts to enforce this policy, but given the proliferation of recording devices and the ease with which Event attendees may conceal their recording devices, it is understood and agreed that SPJA shall not be liable for violations.

Your Recordings of Others for Commercial Purposes: Recordings of an SPJA Event or its employees, staff, or attendees for commercial purposes is expressly forbidden unless advance written permission has been obtained from the SPJA (and any venue in which you desire to make a Recording apart from the Los Angeles Convention Center or the Ontario Convention Center). Commercial Recordings include, but are not limited to:

• The purpose of sale to anyone
• Bonus content for home release (DVD/Blu-Ray)
• Concurrent livestream
• Post-event streams
• Vtubing (unless your booth or panel consists of Vtubing, however, Vtubing outside of your booth or panel requires a Filming Location Agreement)
• Television broadcast
• Videos posted on website, social media, and other promotional platforms
• Documentary film
• Filming/recording with professional camera person or crew

The following provisions must be met in order to make Recordings for commercial purposes:

• Written approval from SPJA
• Signing a Filming Location Agreement
• Obtaining media and other required insurance, naming SPJA and others as additional insureds, and providing proof of insurance by providing your certificate of insurance
• Payment of a Filming Location Fee to be determined by SPJA [(generally $2,500 per day)]

More information is available in the Filming Location Agreement. Please reach out to marketing@spja.org for more information and a Filming Location Agreement.

**No Recording (photo/video capture, livestreaming, Vtubing) is permitted in adult content areas such as booths, events, or panels.**

All bloggers and members of the press and staff are additionally required to conform to the SPJA’s Press Policy www.anime-expo.org/press and we encourage attendees to become familiar with those rules. Violation of this Recording Policy may result in forfeiture of your Event badge, your expulsion from the Event and/or termination of your position with SPJA.

 

Registration Policy

Effective Date: July 28, 2023

CANCELLATION POLICY

By registering for a Society for the Promotion of Japanese Animation (SPJA) event credential, you agree not to sell, trade, transfer, or share your promotional code, email confirmation, or credential. If the SPJA determines in its sole discretion that you have violated any SPJA policies, your credential(s) will be cancelled and confiscated. Any monies paid will not be refunded, and your account will be restricted from participating in any SPJA event(s). Confirmations and/or credentials that have been sold or provided by anyone other than SPJA will not be honored.

You must register an individual name for each credential and each name must match a valid government-issued photo ID. If SPJA determines you have purchased more than one credential in your name for any day, SPJA has the right to cancel your duplicate credential(s) and issue you a refund less the processing fee. To protect their privacy, credentials for minors aged 14-17 are encouraged to be registered under the designated adult/guardian’s name instead. In these cases, please contact registration@anime-expo.org so we may add a note to your order that the credential is meant for a minor.

EVENT CANCELLATION

SPJA reserves the right to cancel or postpone a SPJA event, or any part of the SPJA event, on limited or no notice in SPJA’s sole discretion. In the event of a cancellation or postponement of the SPJA event, SPJA shall not be responsible or liable for any costs, damages, fees, expenses, or other compensation associated with the SPJA event.

CREDENTIAL RESALE POLICY

Event Credentials cannot be reproduced or resold. No resale of Credentials shall be permitted unless SPJA has officially approved and partnered with a third-party resale platform to provide that service. Credentials are immediately rendered void if altered in any way. The unauthorized resale of Credentials (including, but not limited to, “scalping”), the attempted unauthorized resale of Credentials, the unauthorized assignment of Credentials, the creation of counterfeit Credentials, or the unauthorized transfer of any Credentials to a third party are strictly prohibited and constitute an immediate forfeiture of your Credential(s) without compensation from SPJA. All Credentials are the sole property of SPJA and must be relinquished to SPJA upon request.

ShowClix is the only official ticketing platform authorized by SPJA for all credential and ticket sales. SPJA will not honor order confirmations or credentials purchased through any other online ticketing platform.

REFUND POLICY

All Event Credential sales are final. Once purchased, Event Credentials are non-refundable and non-transferable to any other SPJA event. Please review all items in your order before checking out to ensure you are purchasing the items you intend on buying.

Any and all payments made to SPJA are not refundable for any reason, including, but not limited to, failure or inability to use Credentials due to illness, epidemics, pandemics, public health crisis, government restrictions, travel-related problems, natural disasters, acts of God, civil unrest, cyber attacks, loss of employment and/or duplicate purchases. SPJA will not issue refunds, deferrals or credits for Credentials that have been revoked.

Submitting a chargeback is in direct violation of our Refund Policy and will result in immediate cancellation of your order(s) and restriction of your account, preventing you from participating in any future SPJA events. If your credential(s) was shipped, the credential(s) in your order will automatically be void. Any money paid by you for the cancelled order(s) will be kept by SPJA.

SPJA reserves the right to change the Refund Policy at any time without notification.

UPGRADE, DOWNGRADE, AND EXCHANGE POLICY

You can upgrade your child credential to a general attendee credential (any single day or weekend wristband), or any single day to weekend wristband, based on availability, by sending an email to registration@anime-expo.org on or before November 1, 2023 11:59 PM PT.

You may exchange a single day credential for another single day credential (Sunday to Saturday OR Saturday to Sunday), based on availability, by sending an email to registration@anime-expo.org on or before November 1, 2023 11:59 PM PT.

Downgrading from a Weekend credential to any single day credential is not permitted.

For all exchange and upgrade requests, you are required to purchase the desired credential first, then submit your Upgrade or Exchange Request to registration@anime-expo.org, Full details on how to submit your request can be found in the Anime Expo Help Center.

Ability to accommodate any upgrade or exchange request is subject to approval based on inventory availability and/or verification of order details, and may result in the cancellation of the request.

CREDENTIALS & ENTRY POLICY

For security reasons, and to allow entry into the SPJA event, all attendees must always wear, possess, and present their credential while onsite or at any other venue/location utilized for any SPJA event as follows:

  • Badges must be affixed on a lanyard, whether provided by SPJA or personally, and worn around the Attendee’s neck or displayed in an openly visible location.
  • Wristbands must be securely affixed to the Attendee’s wrist and remain on the Attendee’s wrist throughout the SPJA event.
  • Tickets for additional events produced by SPJA, such as screenings, cafes, concerts, and autograph sessions, must be presented during check-in via physical ticket or on a digital device.

Each Attendee must retain possession of their own credential for the duration of the SPJA event and may not loan or give the credential to anyone else. If Credentials are not worn or presented correctly by an Attendee, SPJA reserves the right to refuse admission, service, and cancel the Attendee’s credential at SPJA’s sole discretion without liability. All credentials are the property of SPJA and must be relinquished to SPJA upon request.

AGE RESTRICTION POLICY

Purchase a credential appropriate for the child's age by the first day of attendance at the SPJA event.

  • Children ages 0-5 are free and not required to register for a credential. An optional RFID child wristband will be available to pick-up at the Registration Booth (see the event webpage for hours of operation and location). In cases of emergency, the wristbands will allow an SPJA representative to contact parents/guardians as needed.
  • Children ages 6-13 must have a paid Child credential (see event webpage for current pricing)
  • Children ages 14+ must have a paid general attendee credential (see event webpage for current pricing).

Attendees age 13 years and under must be accompanied by a parent or guardian, age 18 or older, for the duration of their time at the event, and the parent or guardian must also have a valid credential. We recommend attendees ages 14-17 have a parent or guardian close by for the duration of the event. Attendees 17 and under must be accompanied by an adult if required to pick up their credentials at the Registration Booth. Please refer to the full Youth Protection Policy (Section 6) on the SPJA website.

ONSITE CREDENTIAL PICKUP POLICY

Attendees who purchased credentials must pick them up at the Registration Booth (see event page for hours of operation and location). The Buyer may pick up all credentials in their order or each individual Registrant can pick up their own credential.

Upon arrival, you must present your registration confirmation email and a valid government-issued photo ID. This should match the Buyer or Registrant’s name/information to pick up your credential. Your registration order confirmation is also available in your ShowClix account (My Tickets) under the My Events tab.

All attendees under the age of 18 must be accompanied by an adult to pick up their credential.

CREDENTIAL TRANSFER & ACTIVATION POLICY

Every credential must be registered to a unique attendee. Credentials purchased for others must be transferred to the intended recipient(s). Upon transfer, the recipient must accept the transferred credential to complete the process.

Child credentials are not transferrable in ShowClix MyTickets accounts. Any child credential transfers required after purchase must be requested via email to registration@anime-expo.org.

Every credential must be activated to participate at all SPJA events.

LOST CREDENTIAL

Lost credentials are subject to a reprint fee. To purchase a credential replacement, go to Registration Booth for assistance.

Terms of Participation and Liability Release & Waiver

SPJA Terms of Participation and Liability Release and Waiver

Effective Date: August 11, 2023

PLEASE READ CAREFULLY THESE TERMS OF PARTICIPATION AND LIABILITY RELEASE AND WAIVER. THE FOLLOWING TERMS OF PARTICIPATION INCLUDE A LIABILITY RELEASE & WAIVER AND ARE A LEGAL CONTRACT BETWEEN YOU, AN INDIVIDUAL PARTICIPANT OR A SINGLE ENTITY, AND THE SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION (“SPJA”).

By registering or participating in an event produced by SPJA (the “SPJA Event”), in any capacity, whether as an attendee, panelist, exhibitor, sponsor, or other participant, you confirm that you have read and agree to be legally bound by the following Terms of Participation and Liability Release and Waiver (these “TOP”). These TOP and the SPJA Policies, available via www.spja.org/legal, apply to your participation and/or registration in the SPJA Event. PLEASE READ THESE CAREFULLY. Failure to agree or comply will deny you access to the SPJA Event. If you do not agree, please discontinue participating in the SPJA Event.

· The terms “you,” “your,” and “yours” refer to you, the person participating in the SPJA Event or using SPJA Event Sites (defined below) and agreeing to these TOP. The terms “we,” “us,” and “our” refer to SPJA and to SPJA’s affiliates and subsidiaries (if any).

· “SPJA Events” include all events produced by SPJA, including, without limitation, the Anime Expo (commonly known and referred to herein as “AX”), anime expo chibi, Project Anime: Los Angeles, and Project Anime: Tokyo.

· “SPJA Event Sites” are the SPJA site (www.spja.org), the Anime Expo® site (www.anime-expo.org), the anime expo chibi® site (www.anime-expo.org/anime-expo-chibi), (the Project Anime® site (www.project-anime.org), the World Cosplay Summit USA site (http://worldcosplaysummitusa.org), the AX Mobile App, and any other SPJA Event Sites and mobile applications.

· “Venue” means the facility at which the SPJA Event is held.

· “Official Hotels” are hotels that SPJA has explicitly designated for the SPJA Event.

· The “City” refers to the city in which the SPJA Event is held, such as the City of Los Angeles, Ontario, or Tokyo.

 

1. INDIVIDUALS: IF YOU ARE PURCHASING CREDENTIALS FOR ANOTHER PERSON, THEN YOU MUST ASK THEM TO READ AND AGREE TO THESE TERMS OF PARTICIPATION. ACCEPTANCE OR USE OF A BADGE, WRISTBAND, TICKET, OR CONFIRMATION CODE INCORPORATES THESE TERMS OF PARTICIPATION. BY REGISTERING FOR, ATTENDING, VOLUNTEERING, OR PARTICIPATING IN THE SPJA EVENT, OR BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING FROM OR USING THE SPJA EVENT SITES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF PARTICIPATION AND TO THE LIABILITY RELEASE AND WAIVER INCLUDED HERE. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS OF PARTICIPATION, PLEASE IMMEDIATELY TERMINATE YOUR PARTICIPATION IN THE SPJA EVENT AND YOUR USE OF THE SPJA EVENT SITE.

2. ORGANIZATIONS: IF YOU ARE REGISTERING FOR THE SPJA EVENT OR USING THE SPJA EVENT SITE ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A “PARTICIPATING ORGANIZATION”) THEN YOU REPRESENT AND WARRANT THAT YOU: (I)

ARE AN AUTHORIZED REPRESENTATIVE OF THAT PARTICIPATING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION; (II) HAVE READ AND UNDERSTAND THESE TERMS OF PARTICIPATION; AND (III) AGREE TO THESE TERMS OF PARTICIPATION ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION AND ANYONE PARTICIPATING IN THE SPJA EVENT FOR AND ON YOUR ORGANIZATION’S BEHALF.

3. POLICIES. You agree that you have read, understand, and agree to abide by the SPJA Policies available via www.spja.org/legal, including but not limited to the Code of Conduct, the Recording Policy, the Alcohol Policy, the Weapons Policy, the Youth Protection Policy, the Privacy Policy, the COVID-19 Acknowledgment and Assumption of Risk, and such other policies that SPJA may adopt from time to time (the “SPJA Policies”), which are incorporated fully into these TOP. Without limitation, you acknowledge and agree that:

(a) The Recording Policy allows SPJA and those acting on SPJA’s behalf to take your photograph or video record you and to use those photographs or videos of you as set out in the Recording Policy, for lawful purposes such as streaming, broadcast, and/or rebroadcast over the internet, without compensation.

(b) No Refund. All Event Credential sales are final. As set out in the Registration Policy, once purchased, Event Credentials are non-refundable and non-transferable to any other SPJA event. Any and all payments made to SPJA are not refundable for any reason, including, but not limited to, failure or inability to use Credentials due to illness, epidemics, pandemics, public health crisis, government restrictions, travel-related problems, natural disasters, acts of God, civil unrest, cyber attacks, loss of employment and/or duplicate purchases. SPJA will not issue refunds, deferrals or credits for Credentials that have been cancelled or revoked.

Submitting a chargeback is in direct violation of our Refund Policy and will result in immediate cancellation of your order(s) and restriction of your account, preventing you from participating in any future SPJA Event. If your credential(s) was shipped, the credential(s) in your order will automatically be voided. Any money paid by you for the cancelled order(s) will not be refunded.

(c) No Resale of Credentials. Also, as set out in the SPJA Registration Policy, Event Credentials cannot be reproduced or resold. No resale of Credentials shall be permitted, unless SPJA has officially approved and partnered with a third-party resale platform to provide that service. Credentials are immediately rendered void if altered in any way. The unauthorized resale of Credentials (including, but not limited to, “scalping”), the attempted unauthorized resale of Credentials, the unauthorized assignment of Credentials, the creation of counterfeit Credentials, or the unauthorized transfer of any Credentials to a third party are strictly prohibited and constitute an immediate forfeiture of your Credential(s) without compensation from SPJA. All Credentials are the sole property of SPJA and must be relinquished to SPJA upon request.

ShowClix is the only official ticketing platform authorized by SPJA for all credential and ticket sales. SPJA will not honor order confirmations or credentials purchased through any other online ticketing platform.

You agree that these TOP and the SPJA Policies together with any other policies or instructions posted on the SPJA Event Sites or communicated by employees, officials, officers, volunteers, or other persons affiliated with or acting for or on behalf of SPJA, the City, or any Official Hotel, are effective and apply to you at all times when you are participating in and around the SPJA Event, the Venue, and Official Hotels.

4. LIABILITY RELEASE & WAIVER.

(a) GENERAL ASSUMPTION OF RISK. You agree that your participation in the SPJA Event, whether as an attendee, panelist, exhibitor, sponsor, or other participant, is voluntary. YOU UNDERSTAND THAT THE SPJA EVENT AND SOME ACTIVITIES AT THE SPJA EVENT, SUCH AS BUT NOT LIMITED TO DANCING, ROLE PLAYING, COSPLAY, PARTICIPATING IN A DEMONSTRATION, BEING ON A STAGE, STANDING IN LINES, AND BEING IN LARGE CROWDS, HAVE INHERENT RISKS AND DANGERS, INCLUDING, BUT NOT LIMITED TO, ACTS OF TERRORISM, DEATH, INJURY AND SERIOUS BODILY HARM TO YOUR PERSON AND/OR PROPERTY. YOU AGREE THAT AS A CONDITION OF YOUR ATTENDANCE AT THE SPJA EVENT AND/OR PARTICIPATION IN ANY ACTIVITY AT THE SPJA EVENT, YOU ASSUME AND ACCEPT ALL RISKS OF HARM, LOSS, OR INJURY TO YOUR PERSON OR PROPERTY THAT MAY ARISE FROM OR BE RELATED TO YOUR ATTENDANCE AND/OR PARTICIPATION IN SUCH ACTIVITY.

(b) ASSUMPTION OF RISK RELATED TO COVID-19 AND/OR COMMUNICABLE DISEASES. You acknowledge that an inherent risk of exposure to COVID-19 and/or communicable diseases exists in any public place where people are present. By participating in the SPJA Event, you and any guests agree that you voluntarily assume all risks related to exposure to COVID-19 and/or communicable diseases. You agree to comply with SPJA Event Policies and rules, including but not limited to all social distancing policies, guidelines, signage, and instructions related to COVID-19 and/or communicable diseases.

(c) IN EXCHANGE FOR YOUR ATTENDANCE AT THE SPJA EVENT WHETHER AS AN ATTENDEE, PANELIST, EXHIBITOR, SPONSOR, OR OTHER PARTICIPANT, YOU HEREBY WAIVE AND RELEASE, indemnify, and hold harmless SPJA, the City, the Venue, the Official Hotels, and their respective officers, directors, members, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, attendees, public officials, vendors, successors and assigns (“Released Parties”), from any and all demands, damages, losses, liabilities, causes of action, lawsuits, attorneys’ fees, costs, and/or claims of every kind and nature, whether known or unknown, in law or equity, that you ever had or may have, arising from or in any way related to your participation in the SPJA Event (including any harm, loss, or injury to your person or property resulting from such participation as described in paragraph 4(a) above and any exposure or potential exposure resulting from such participation as described in paragraph 4(b) above) or your use of an SPJA Event Site, including acts or omissions by third parties such as emergency or medical providers and vendors of food, drink, or alcohol. You understand and agree that the foregoing specifically waives your right to sue the Released Parties for negligence arising from or related to your attendance at the SPJA Event. SPJA reserves the right, at your expense, to assume the defense and control of any matter for which you are required to indemnify SPJA, and you agree to cooperate with SPJA’s defense of these claims. SPJA will use reasonable efforts to notify you of any such claim, action, or proceeding upon SPJA learning of any such claim, action, or proceeding. You agree that you will participate only in SPJA Event activities that you are qualified to participate in. You are aware that SPJA Events will be conducted in facilities open to the public. You agree and warrant that if at any time you believe conditions of any SPJA Event activity to be unsafe, you will immediately discontinue further participation in any such activity. You intend and desire for this Liability Release and Waiver to be interpreted as broadly as permitted under California law, or if California law is inapplicable, under such other applicable law. This Liability Release and Waiver does NOT apply to any acts of gross negligence or intentional, willful, or wanton misconduct on the part of any Released Party. If you become ill or are injured during your participation of the SPJA Event, you authorize SPJA, the Venue, or any Official Hotel to seek and obtain such emergency or medical services as may be deemed necessary or appropriate at the time, but understand and agree that they shall not be obligated to do so, and that the liability release and waiver above applies to the provision of such emergency or medical care or services. You may be billed and agree to pay for any such services, including ambulance transport.

5. DAMAGE YOU CAUSE. You agree that if you break, deface, damage, or destroy any real or personal property or software, or hurt or injure another person, in connection with your participation in the SPJA Event, including but not limited to the property of SPJA, the Venue, any Official Hotel, or the City, you shall be solely and personally liable and responsible for paying any and all costs to repair or replace such property, injury and care of such persons, and incidental or consequential damages relating to the damaged property or personal injury.

6. MODIFICATION OF THESE TERMS OF PARTICIPATION AND POLICIES. We may revise and update our TOP from time to time at our sole discretion. We will notify you when we make changes to our TOP by posting on this page and by revising the “Effective Date” date at the top of this page. All changes are effective immediately when we post them and apply to all access to and participation in SPJA Events. Please check back frequently to see any updates or changes to our TOP. If you do not agree, please discontinue participating in the SPJA Event and using the SPJA Event Sites.

7. GENERAL TERMS. No waiver or amendment of any provision of these TOP will be effective unless in writing. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TOP WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF RIVERSIDE COUNTY, CALIFORNIA, USA; YOU CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The language in all parts of these TOP shall be construed as a whole in accordance with its fair meaning, not for or against any party, and without regard to any statutes that provide for the language of an agreement to be construed against the drafter. If any provision herein is determined to be unenforceable, that provision shall be severed, and all other provisions shall remain in effect. These TOP shall bind and be for the benefit of yourself, SPJA and its affiliates and subsidiaries, and each of the respective party’s heirs, fiduciaries, successors, and assigns. You have not relied upon any promise, representation, or warranty in signing these TOP. These TOP will continue in full force and effect even after the conclusion of the SPJA Event. You understand and agree that your electronic submission of agreement to these TOP constitutes an electronic signature that is as legally binding as your signature on a hard copy of the TOP. Further, you agree that no certification authority or other third-party verification is required to validate this electronic signature, and that the lack of such certification or third-party verification shall not in any way affect the legal enforceability of these TOP.

YOU AGREE TO THESE TERMS OF THIS PARTICIPATION AND LIABILITY RELEASE AND WAIVER, AND SUBMIT THIS REGISTRATION FORM VOLUNTARILY, OF YOUR OWN FREE WILL AND FREE OF PRESSURE, DURESS, OR THREAT OF DURESS. YOU HAVE READ THESE ENTIRE TERMS OF PARTICIPATION AND THE SPJA POLICIES AVAILABLE VIA WWW.SPJA.ORG/LEGAL CAREFULLY. YOU UNDERSTAND AND AGREE THAT BY ACCEPTING THESE TOP AND LIABILITY RELEASE AND WAIVER, YOU HAVE GIVEN UP CONSIDERABLE FUTURE LEGAL RIGHTS. YOUR CHECKING THE BOX SAYING THAT YOU AGREE OR SUBMITTING THIS REGISTRATION APPLICATION IS PROOF THAT YOU INTEND AND AGREE TO SIGN AND BE FULLY BOUND BY A COMPLETE AND UNCONDITIONAL WAIVER AND RELEASE OF ALL LIABILITY OF THE RELEASED PARTIES TO THE FULLEST EXTENT OF THE LAW.

PARENT OR GUARDIAN’S ADDITIONAL RELEASE FOR MINORS. You, the person submitting this Registration, represent and affirm that you are the parent or legal guardian of the minor whose name appears in the Registration, and that you have the authority to enter into this legal contract on the minor’s behalf. You understand and agree that the above Terms of Participation, including the Liability Release and Waiver and the SPJA Policies, including but not limited to the Code of Conduct, the Privacy Policy, the Recording Policy, the Youth Protection Policy, and the COVID-19 Acknowledgment and Assumption of Risk, available via www.spja.org/legal, apply to the minor and to you.

I have read, understand, and agree to be legally bound by the SPJA Terms of Participation, including the Liability Release and Waiver, and the SPJA Policies, including but not limited to the Code of Conduct, the Privacy Policy, the Recording Policy, the Youth Protection Policy, and the COVID-19 Acknowledgment and Assumption of Risk, available via www.spja.org/legal. I represent and warrant I am over 18 years old and I am competent to sign contracts.

Youth Protection Policy

1.Purpose and Goals

The Society for the Promotion of Japanese Animation (SPJA) recognizes the importance of protecting youth participants in SPJA events and activities, including online activities. SPJA has adopted a zero tolerance policy with regard to actions or behaviors that threaten the safety of young people, including violence, bullying, sexual harassment, sexual assault, and other inappropriate or potentially harmful actions or behaviors. SPJA views the safety and security of all participants—especially young people—as a top priority.

All participants at SPJA events and activities (including online activities) are encouraged to report any unsafe or inappropriate behaviors, conditions, or circumstances, including any violation of this Youth Protection Policy or violation of any other policy or rule intended to promote a safe environment.

This Youth Protection Policy has been developed with sensitivity to the unique cultural aspects of SPJA’s mission, events, and other activities.

The goals of this policy include:

  • Increasing awareness about potential risks and recognizing each individual’s ability to help protect SPJA’s youth participants;
  • Inspiring confidence and competence in identifying dangerous situations and behaviors; and
  • Creating a safe and fun environment for SPJA’s youth participants.

2. Scope

This policy applies to all SPJA-managed facilities and venues and to SPJA events and activities (including online activities), as well as to all individuals involved with or participating in SPJA events and activities, including employees, volunteers, panelists, performers, Guests of Honor (GOH), members of a GOH’s or performer’s entourage, Artist Alley participants, exhibitors, vendors, press (including reporters, photographers, and videographers), and others.

SPJA encourages everyone to:

  • RECOGNIZE that each individual can help protect youth;
  • IDENTIFY harmful actions and report them to an SPJA representative immediately;
  • CREATE a safe and fun environment for youth.

3. Prohibition of Attendance or Participation in an SPJA Event or Activity

SPJA may refuse to admit or may prohibit the participation of any individual who refuses to comply with SPJA policies, including this Youth Protection Policy. Any person who provides inaccurate or misleading information, or who is disqualified from participation pursuant to Section 5 (Disqualifying Criteria) below, will not be allowed to provide services on behalf of SPJA at that year’s events and activities, and may be permanently disqualified from working with SPJA in the future.

Those desiring to provide goods or services at SPJA events must comply with the following requirements, and not be disqualified under Section 5 (Disqualifying Criteria). 

a. Employees & Volunteers

  • All individuals applying for an employee or volunteer role at SPJA must:
  • complete an online application
  • provide appropriate and accurate information, including full legal name
  • complete SPJA’s online youth protection training at www.youthprotectionportal.org/SPJA
  • agree to SPJA’s Code of Conduct for employees and volunteers
  • consent to a criminal history background check conducted by a third party vendor retained by SPJA, and
  • provide truthful information as required by the background check provider in order to facilitate the background check.

b. Panelists, Performers, Guests of Honor, Guest of Honor or Performer Entourages, and Artist Alley Participants

  • Each panelist, performer, Guest of Honor (GOH), GOH or performer entourage member, and Artist Alley participant who will attend SPJA events is strongly encouraged to complete SPJA’s youth protection training available at www.youthprotectionportal.org/SPJA. The training provides information and tips to help you contribute to a safe and comfortable event or activity environment for all attendees and participants, especially youth.
  • Although panelists, performers, Guests of Honor (GOH), GOH or performer entourage members, and Artist Alley participants are not required to complete a background check, they are strongly encouraged to do so, and may do so at SPJA’s expense through its third party vendor.  They are also strongly encouraged to discuss internally and with SPJA how to use carefully focused background checks to disqualify people with known histories of misconduct involving youth, as part of an industry-wide conversation about youth protection.

c. Exhibitors, Vendors, and Members of the Press and Industry

  • Each exhibitor, vendor, member of the press, or member of industry who will attend SPJA events is strongly encouraged to complete SPJA’s youth protection training available at www.youthprotectionportal.org/SPJA. The training provides information and tips to help you contribute to a safe and comfortable event or activity environment for all attendees and participants, especially youth.
  • Although exhibitors, vendors, members of the press, and members of industry are not required to complete a background check, they are strongly encouraged to do so.  They are also strongly encouraged to discuss internally and with SPJA how to use carefully focused background checks to disqualify people with known histories of misconduct involving youth, as part of an industry-wide conversation about youth protection.

4. Code of Conduct

To promote a safe environment and protect the many young participants at SPJA events and activities, SPJA has adopted a Code of Conduct which specifies behavioral expectations for SPJA employees and volunteers.

5. Disqualifying Criteria

a. Employees and Volunteers

Any SPJA employee, volunteer, or applicant for an employee or volunteer position will be deemed ineligible for service or participation at SPJA if the individual:

  • fails to complete a required screening process or fails to provide necessary information required to complete the check. 
  • otherwise provides information that is false or intended to be misleading;
  • was previously terminated from a paid or volunteer position due to misconduct involving a youth; or
  • was previously found or determined by SPJA to have engaged in misconduct involving youth at or around an SPJA event or activity; or

b. Panelists, Performers, Guests of Honor, Guest of Honor or Performer Entourages, and Artist Alley Participants

In addition, and although they are not required to complete background checks, any performer, guest of honor, GOH or performer entourage member, panelist, Artist Alley participant, press, exhibitor, or vendor position will be deemed ineligible for service or participation at SPJA events if the individual:

  • provides information that is false or intended to be misleading;
  • was previously terminated from a paid or volunteer position due to misconduct involving a youth; or
  • was previously found or determined by SPJA to have engaged in misconduct involving youth at or around an SPJA event or activity.

In addition, reportable convictions or disclosures of registrations, for any of the following criminal offenses or registrations will prompt a determination that an applicant for an employee or volunteer role does not meet SPJA’s criminal background screening criteria:

a. Any reportable felony conviction (crimes punishable by confinement greater than one year) involving violence, sexual activity, or harm to children, including distributing alcohol or drugs to minors:

  • Defined on the basis of exposure for the offense for which the defendant was convicted, pled guilty or pled nolo contendere. If pled down, then the crime to which the defendant ultimately pled.
  • Defined as all crimes punishable by greater than one year in jail or prison, regardless of how characterized by jurisdiction. If range, alternate sentencing, or indeterminate sentencing with an outer range greater than one year.

b. Any reportable lesser criminal conviction involving force or threat of force against a person

c. Any reportable lesser criminal conviction of a sexual nature or classified as a sex offense including but not limited to ‘victimless’ crimes of a sexual nature such as prostitution, pornography, indecent exposure, and crimes in which sexual relations is an element

d. Any reportable lesser criminal conviction involving cruelty to animals

e. Any reportable lesser criminal conviction involving harm to a minor, including distributing alcohol or drugs to minors

f. Any Sex Offender Registrant

g. Any prior allegations of behavior at an SPJA event or activity that is inconsistent with our Youth Protection Policy.

Appeals Process: Any person for whom a background check is required who does not meet SPJA’s background check criteria will be given the opportunity to: (1) withdraw the application, or (2) dispute the accuracy of the background screening report through an appeals process with the third party background checking firm retained by SPJA.

Any decision regarding disqualified person will be documented and kept in an internal database of persons deemed ineligible for employee or volunteer roles at SPJA.

6. Responsibilities & Expectations

a. Youth Participants

  • Youth participants are present throughout SPJA events. Because of the crowded nature of SPJA events, children aged 13 years and younger must be chaperoned by an adult at all times. All SPJA representatives must be aware of their surroundings. If you notice an unaccompanied child who you believe to be aged 13 years or younger, contact your supervisor, or an SPJA representative who will notify Security or the Appropriate Supervisor. If the situation requires immediate intervention, engage another SPJA representative to assist you in approaching the child and contacting your supervisor.
  • SPJA representatives are prohibited from caring for children while providing services on behalf of SPJA. All SPJA representatives should ensure that their own children are under the care of an adult while at SPJA events, and should not agree to watch or take care of another person’s child or children for any amount of time, even momentarily.

b. Lost Child Policy

  • Unaccompanied children aged 13 years and younger are of an especially vulnerable age and are deemed critical missing. Children aged 14 years and older are not considered critical missing unless the child has a preexisting medical condition such as autism, Down syndrome, cerebral palsy, an intellectual disability, or another similar condition.
  • When a child deemed critical missing is reported missing, SPJA will use all available resources to find the child. A security officer and/or a designated SPJA staff member will stay with the parents or guardians at all times until the child has been found and reunited with their caretaker.

c. Found Child Policy

  • When an unaccompanied child aged 13 years or younger is found, the child should be escorted to the Event Operations office by two SPJA representatives or security officers—one male and one female. If the child is uncooperative or emotionally distraught, refrain from forcing the child to comply, and remain with the child in the current location. Request additional support if needed. If the child’s parents or guardians have not come forward to claim the child after 20 minutes, notify your supervisor and an SPJA director will contact the police.
  • When reuniting a child with their parent or guardian, ask for identification before releasing the child back into the custody of the parent or guardian. Document the identification information and a contact number for the parent or guardian.

d. Safety Concerns and SafeSpace Locations

  • Any SPJA event attendee who feels unsafe or concerned is encouraged to seek assistance from an SPJA representative, or to proceed to a SafeSpace location. Messaging about SafeSpace locations will be featured during SPJA events, and locations will be clearly marked. As an SPJA representative, one of your important responsibilities is to make sure you know where the SafeSpace locations are located, so that you can properly and compassionately assist any attendee who needs to find a SafeSpace.

e. Social Media

  • Social media is an important part of the SPJA’s events and activities. In most cases, social media sites and accounts are used to celebrate and promote culture. Young people may be more susceptible to negative experiences on social media sites, more likely to fall victim to harmful behavior, and more likely to engage in risky behavior. Some youth use social media to ‘try on’ alternative versions of themselves, behaving more boldly online than they would in person. Adding to the risk is the fact that youth may not have spoken with their parents or guardians about social media safety. SPJA is committed to providing a safe experience for young fans of culture, including on social media sites sponsored or supported by SPJA.
  • SPJA will not tolerate any conduct, including online activity, that puts young event participants at risk of physical, emotional or sexual abuse or bullying. Under no circumstances may any content of a sexual nature be transmitted to an underage attendee. Any SPJA attendee or representative who violates this strict policy concerning social media is subject to immediate dismissal. In addition, the transmission of any sexual content or requests for sexual contact made to an underage attendee will be promptly reported to law enforcement.

f. Photography & Video

  • Photography is generally allowed and encouraged at SPJA events. However, photography is prohibited in certain areas and all SPJA event participants and representatives have the right to privacy. Thus, permission should be obtained before a photograph is taken, and if an individual indicates that they prefer not to have their photograph taken, this should be respected in all cases, including by professional and amateur photographers. Additionally, no youth attendee should be photographed in private, either on-site or off-site, without a parent or guardian.
  • If you become aware of a situation where a person has been unwillingly photographed, or an inappropriate photograph has been taken, it is your responsibility to notify your supervisor right away. Persons taking inappropriate photographs or photographs of an unwilling subject are subject to discipline, up to and including immediate dismissal from an SPJA event.

g. Costuming & Cosplay

  • Cosplay is generally allowed and encouraged at SPJA events. However, inappropriate cosplay is prohibited. All SPJA event participants have the right to an expectation of a family-friendly environment. Thus, if you notice someone who is dressed or is behaving inappropriately, it is your responsibility to notify your supervisor right away.

7. Prohibited Activities

a. Abuse and Physical Force

  • All SPJA representatives are strictly prohibited from engaging in violent behaviors while at SPJA events, including but not limited to abusive or offensive language, hitting or shoving. If you become aware of violent behaviors involving youth, notify your supervisor right away.
  • This policy does not apply to official demonstrations of martial arts or other performances.

b. Sexual Contact or Communication

  • All SPJA representatives are strictly prohibited from engaging in sexual activity or contact or discussing sexual activity with any under-age participants. If you become aware of prohibited sexual contact or sexual communication involving youth, contact your supervisor right away.
  • Some SPJA events and activities feature adult programs that include discussions or displays of content that is sexual in nature. This content is restricted to adults 18 years of age and older. Any SPJA representatives who witness youth participants entering, participating in or attempting to gain access to adult-only programs should contact their supervisor right away.

c. Bullying and Harassment

  • In addition to the avoidance of physical, emotional and sexual abuse and inappropriate contact, SPJA representatives and participants are strictly prohibited from engaging in bullying or harassment of other participants or SPJA representatives. If you become aware of a bullying or harassment situation, notify your supervisor right away.

d. Inappropriate Photography

  • Photographs may not be taken in restrooms, dressing rooms, or from an angle intended to expose or reveal a participant’s undergarments or any part of the body intentionally covered by a costume.

8. Reporting

a. Child Abuse Definition

  • SPJA defines child abuse as any action or inaction that injures or creates the possibility of injury to a child or youth. Injury may be physical, psychological or emotional in nature.

b. Suspected or Actual Child Abuse or Injury

  • Under California law, SPJA representatives are not mandated reporters of suspected or actual child abuse. However, if you suspect that a child or youth is being injured or abused by anyone—including a parent, guardian, caretaker, unrelated adult, or another child—SPJA requires that you notify your supervisor right away. Your supervisor will be able to help you assess the situation and determine the appropriate steps to take to resolve your concerns.

c. Escalation Process

  • If you witness an incident, or you are approached by an SPJA attendee who has been a victim or who has witnessed an incident of abuse or misconduct, notify your supervisor right away. Your supervisor will be able to help you assess the situation and determine the appropriate escalation process.

d. Anonymous Report

  • The SPJA Youth Protection Portal, www.youthprotectionportal.org/SPJA, contains a reporting form through which anyone can report an unsafe or concerning situation or incident. Although employees and volunteers are required to report incidents to their supervisors directly without delay, please make sure you are also familiar with the online reporting form.

Artist Alley

anime expo® chibi 2023

anime expo chibi® 2023 ARTIST ALLEY 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 Artist Alley Packet and Artist Alley Form (“Agreement”) between The Society for the Promotion of Japanese Animation (“SPJA”) and the Artist identified in the Agreement. By contracting to rent an artist table at anime expo chibi®, you agree to abide by these Standard Terms. The "Event" means anime expo chibi® currently scheduled for November 11th through November 12th at the Ontario Convention Center ("Event Facility"). The Event is owned, produced, and managed by SPJA. "SPJA" means SPJA and its authorized representatives. "Artist," means: (i) the artist; (ii) the artist’s company; (iii) those staffing the artist’s table or acting on the artist’s behalf with regard to the Event; (iv) any other entity or person that applied for artist space rental and signed this Agreement as an artist and (v) each of artist’s owners, officers, directors, members, shareholders, employees, contractors, agents, representatives, and invitees. Artist Alley Packet are the rules and regulations for Artists. “Minor” means a person under 18 years old. Artist 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.
  • All personnel who will be present at the Event on Artist’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.
  • Although not required, Artist is strongly encouraged to conduct criminal background checks on all personnel who will be present at the Event on Artist’s behalf. No one may attend the Event who is disqualified under YPP Section 5, “Disqualifying Criteria.”
  1. Contract Acceptance & Remedies. This Agreement shall become binding and effective when fully executed by both Artist and SPJA. If Artist 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 Artist Alley Packet (as defined in Section 11), SPJA may, in its sole discretion and without limiting any of its other remedies, close a table, terminate this Agreement, or refuse to permit Artist to participate in future events.
  2. Qualifications of Artist. To participate in Artist Alley, Artist must purchase an anime expo chibi® 2023 Artist Alley Table Package. SPJA, in its sole discretion, has the right to determine whether a prospective Artist 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.
  3. Payment Terms. Artist must pay one hundred percent (100%) of the total anime expo chibi® 2023 Artist Alley Table Package fee immediately upon applying for Artist Alley on-line. For all Program Guide advertising, Artist must pay one hundred percent (100%) of the total fee upon SPJA’s approval of Artist’s application for space in the Program Guide. All fees paid are non- refundable and non-transferable, except as set forth in Section 31 (Cancellation by Artist).
  4. Artist Failure to Pay. If Artist fails to make any payment required by that payment’s deadline, SPJA may terminate the Agreement and Artist participation in the Event immediately without further notice and without any obligation to refund monies previously paid; the table space shall revert back to SPJA and the Artist shall remain liable for the full payment for the Table Package. Applications will not be accepted unless an Artist has complied with all past financial obligations to date with respect to SPJA. SPJA reserves the right at its discretion to refuse Artist permission to move in and set up a table 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 Artist 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.
  5. Rights of Offset; Enforcement. SPJA may apply refunds due to Artist under this Agreement, if any, to offset any other debt or obligation that Artist owes to SPJA, whether or not such indebtedness arises from this Agreement.
  6. Assignment of Table Space. SPJA has the sole discretion to assign Event table 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 Artist to another location prior to or during the Event.
  7. Table Space Occupancy. SPJA has sole discretion to designate hours and dates for installing, occupying, and dismantling tables. If Artist 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 Artist. Artist may not dismantle any table 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 table, then Artist 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 Artist).
  8. Artist Alley Credentials. The Single Table Package includes one (1) complimentary Exhibitor badge for the Artist and one (1) complimentary Exhibitor badge for the Artist’s helper. For an additional fee, Artist may purchase up to one (1) additional Exhibitor badge for their helper, which will be sold to Artist at a later date. Artist must provide the names of all individuals designated to attend the event under their table registration. All personnel/staff holding an Exhibitor badge must be 18 years of age or older and must comply with all SPJA policies and the Terms of Participation. If any Artist or Artist Alley helper is found to be underage or in violation of SPJA policies, SPJA reserves the right to confiscate the Exhibitor badge and/or expel the individual from the Event. No replacement credential will be provided. Any money paid by the Artist for the cancelled order(s) will be kept by SPJA. Regular badges to the Event do not provide access to the Artist Alley during set-up and breakdown hours, and do not provide permission to sit behind an Artist Alley table. Parking vouchers or parking passes are not available.
  9. Artist Alley Packet. Before the Event, SPJA will prepare an Artist Alley Packet and make it available online. The Artist is solely responsible for ensuring it downloads and reading the Artist Alley Packet. The Artist Alley Packet will include information essential to participate in the Event, including but not limited to Artist Regulations, registration information, table display rules, and move-in/move-out schedules. SPJA may amend, revoke, or adopt a new Artist Regulation from time-to-time upon three (3) days’ notice to Artist. Artist agrees that all information containing terms and conditions provided to Artist by SPJA shall be deemed fully read and that Artist shall thereby be bound. Whether or not in the Artist Alley Packet, Artist and all those attending the Event on Artist’s behalf shall abide by all SPJA Policies available via www.spja.org/legal.
  10. Conduct at Event. Artist shall conduct itself at all times in accord with normal standards of decorum and good taste at an event open to Minors and in accord with SPJA’s Code of Conduct. All tables 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 Artist’s table. 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 Artist table or otherwise acting as its representative or agent with regard to the Event must remain within the Artist’s table space while working. Artist displays must be arranged so that table visitors do not block aisles. Entertainment or advertisements outside an Artist’s table are prohibited.
  11. Sound Policy & Excessive Noise. Artists 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. Artist shall comply with any request by SPJA, the Event Facility, or the City of Ontario (the “City”) to discontinue any such sound or music. If SPJA, in its sole discretion, finds Artist in material violation of this sound policy, SPJA may: (a) on first violation, give Artist a written warning; (b) if a second violation occurs, disconnect Artist’s power for the remainder of the Event, and Artist shall not be entitled to any refund or reimbursement whatsoever. If SPJA has disconnected the Artist’s power for a sound violation at a prior event, SPJA may immediately disconnect the Artist’s power for the remainder of the Event upon Artist’s first sound violation. SPJA may require separate, binding agreements with sound policy violators to review and approve sound policy, violators’ table space design, and other related issues on a commercially reasonable basis before sound policy violators are permitted to book space in future events.
  12. Fire and Safety Laws. Artist shall comply with all federal, state, and local fire and safety laws at all times. Artist 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 a table space, Artist shall comply immediately upon being notified of such modified rules and regulations or required actions.
  13. 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. Artist represents and warrants that its table shall not contain, display, sell, distribute or make available any Infringing Content, and that the Artist 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 Artist to produce Artist’s written license or authorization to display, reproduce or distribute materials in Artist’s table, and Artist shall keep such written licenses and authorizations in the table 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 Artist to remove the Infringing Content from the premises, eject the Artist from the Event, and/or disqualify Artist from participating in future Events. SPJA shall not be liable for any Infringing Content, or failure to discover or remove such content.
  14. Only Original Art at Artist Alley. All items on sale and display must be the original creation of the Artist. Artist shall not copy, sell or display any counterfeit or official products or merchandise of any anime, manga, video game, television show, movie, etc., regardless of whether Artist has a license from the Intellectual Property holder to do so.
  15. Weapons, Prop Weapons and Adult Material.
  • 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. Artist 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).
  • 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. Artists may only sell prop/replica weapons that adhere to the Prop/Replica Weapons Policy. Artists shall be further bound by the rules and regulations pertaining to prop/replica weapons as set forth in the Artist Alley Packet.
  • Artist shall ensure that no adult material will be displayed, offered, sold to, or handled by a Minor.
  • SPJA may demand the immediate removal of any Artist 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 Artist, notwithstanding any other provision of this Agreement.
  1. Personal Data.
  • Artist 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 Artist for any reason in connection with this Agreement or Artist’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.
  • In the event Artist (“Credit Card Taker”) accepts credit cards for payment, 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”).
  1. 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 Artist failing to comply with this Section or other PCI requirements.
  2. Event Listings, Promotions, & Live Simulcasts. Artist agrees that its Event participation is to widely promote anime, manga and Japanese culture, and 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”). Artist gives SPJA permission to take still photographs and moving sound and audiovisual recordings of Artist’s table, artwork, 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 Artist’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, Artist expressly grants to SPJA a worldwide, fully paid, perpetual, nonexclusive license to display, reproduce, and distribute artist company and product information, names, logos, trademarks, copyrighted materials, voices, and likenesses on Public Display at the Event, or that Artist provides to SPJA for such Promotional Purposes. SPJA will not be liable for any errors in any listings or description or for omitting any Artist 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, Artist grants SPJA the right to simulcast “live” Artist’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. Artist 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.
  3. Trademarks and Logos.

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 ANIMATIONTM; SPJA®; PROJECT ANIME®; AX LOUNGE 21TM; 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 have no right to use the Event logo, trademark, service mark, or any other intellectual property rights of SPJA, and shall not reproduce SPJA’s Marks for commercial purposes, including without limitation on any products or merchandise, unless such rights are provided separately in writing. 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.

Pursuant to the foregoing, Artist may use the mark “anime expo chibi®” or one of SPJA’s logo marks at the Brand Usage Guidelines Policy available at https://www.anime-expo.org/anime-expo-chibi/legal/ (but not Anime Expo® mascot characters or anime expo chibi® mascot characters or any other SPJA intellectual property) to inform the public about Artists’ table at anime expo chibi®.

  1. Care of Event Facility. Artist shall promptly pay for any and all damages caused by Artist to the Event Facility or associated facilities, table equipment, or the property of others. Artist agrees that no food or drink may be sold by Artist in the Event Facility or otherwise. SPJA reserves the right to cause the Artist 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.
  2. Permits and Taxes. Artist 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. Artist 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.
  3. Insurance. Artist 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 Artist’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 Artist and its agents, servants, representatives, employees, guests, and invitees. Artist will provide SPJA with a Certificate of Insurance at least thirty (30) 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 SMG Ontario LLC, Ontario Convention Center, and the City of Ontario, 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 Artist’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.
  4. Risk Assumption & Waiver.
  • Artist expressly assumes all risks and liabilities arising from or related to Artist’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. Artist is solely and exclusively responsible for its property and any theft, damage, or other loss to Artist’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 Artist.
  • Artist 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. Artist acknowledges and agrees that it is assuming any risk of such unknown facts and such unknown and unsuspected claims. Artist 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, Artist 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.
  1. Release and Indemnification. Artist 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 Artist’s participation, acts, or omissions at the Event, or performance under the Agreement. This Section applies to, without limitation: (a) any debt owed by Artist or breach by Artist of any agreements, covenants, promises or other obligations to third parties; (b) breach of a representation or warranty, of Artist’s obligations under the Agreement, or of any matter for which Artist 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. Artist shall not settle or compromise any claims against any Releasee without that Releasee’s prior written consent.
  2. 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 Artist for table 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.
  3. 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. Artist shall provide Artist’s own tools and equipment, unless SPJA has committed to provide services under the Agreement. Each party is responsible for conducting its own business.
  4. Compliance with Laws. Artist 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 Artist without refund.
  5. Export Control Laws. Artist 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”).
  6. Cancellation by Artist. Artist may cancel participation in the Event at any time upon written notice to SPJA. SPJA must receive written notice of cancellation by email to: artistalley@anime-expo.org and priority mail or overnight delivery by FedEx. If such notification is received before October 20, 2023 (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 Artist. If SPJA receives such notice on or after October 20, 2023, or if Artist fails to staff its table through the end of the Event or otherwise forfeits its table 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 table space. SPJA reserves the right to resell or otherwise reassign cancelled or forfeited tables.
  7. Restriction or Termination by SPJA. SPJA may restrict or remove any table 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 a table, no refund will be due to Artist. SPJA may also terminate this Agreement effective upon written notice of termination if Artist (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.
  8. 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 Artist does not wish to participate in a rescheduled Event, SPJA shall refund Artist 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 Artist. 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 Artist. SPJA is not required to cancel or relocate the Event, or make any refunds, if the Event Facility is under construction.
  9. 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 Artist hereby waives any claim for any damages or compensation, except as provided in Section 33.
  10. Non-Discrimination. Artist 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. Artist shall construct its table to comply with the Americans with Disabilities Act and related laws.
  11. Reporting Obligations & Data. Artist 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 Artist. Artist shall correct and report any errors to SPJA.
  12. RFID Technology. SPJA may use RFID technology for attendees at the Event. Artist 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).
  13. Non-Disparagement. Artist 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 Artist from providing truthful information in response to a subpoena or other legal process.
  14. Governing Law. This Agreement is governed by the laws of California and U.S. intellectual property laws. Artist 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 Artist shall reimburse SPJA for all fees and costs of the suit, including reasonable attorneys’ fees.
  15. 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 Artist Alley Packet, 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. Artist may not assign this Agreement or any right hereunder, or sublet or license all or any portion of its table space without SPJA’s prior written consent.
  16. 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 Artist Alley Packet, and any schedules) shall be binding upon Artist’s heirs and successors. SPJA’s obligations are expressly conditioned upon Artist’s full performance of this Agreement including, without limitation, payment and actual participation in the Event as an Artist.

Exhibitor

anime expo® chibi 2022 EXHIBITORS 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 Exhibit Hall 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® chibi, you agree to abide by these Standard Terms. The "Event" means anime expo® chibi, currently scheduled for November 12 through November 13, 2022 at the Ontario 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.anime-expo.org/anime-expo-chibi/legal, 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/SPJ A. (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 located at www.anime-expo.org/anime-expo-chibi/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. Exhibitor must pay one hundred percent (100%) of the total exhibit space fee set forth in the Agreement immediately upon signing this Agreement.
  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. Exhibitor 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/moveout schedules. SPJA may amend, revoke, or adopt a new ESM from timeto-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, carnivaltype 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 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. Exhibitor shall comply with any request by SPJA, the Event Facility, or the City of Ontario (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 art work. 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 APPROVED FOR USE May 13, 2020 REBOOK – ONSITE FOR AX 2021 July 2-5, 2021 AX Exhibitor Application & Contract Page 4 of 8 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, located at www.anime-expo.org/anime-expo-chibi/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 preapproved 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, located at www.anime-expo.org/anime-expo-chibi/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 Exhibit 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 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 Exhibitor failing to comply with this Section or other PCI requirements.
  19. Event Listings, Promotions, & Live Simulcasts. 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 APPROVED FOR USE May 13, 2020 REBOOK – ONSITE FOR AX 2021 July 2-5, 2021 AX Exhibitor Application & Contract Page 5 of 8 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.
  20. Trademarks and Logos. 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; PA; A LOUNGE 21; and the SPJA mascots; 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 have no right to use the Event logo, trademark, service mark, or any other intellectual property rights of SPJA, and shall not reproduce SPJA’s Marks for commercial purposes, including without limitation on any products or merchandise, unless such rights are provided separately in writing. 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.
  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. Exhibitor 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 Exhibitor’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 Exhibitor and its agents, servants, representatives, employees, guests, and invitees. Exhibitor 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 SMG Ontario LLC, Ontario Convention Center, and the City of Ontario, 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 Exhibitor’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.
  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 APPROVED FOR USE May 13, 2020 REBOOK – ONSITE FOR AX 2021 July 2-5, 2021 AX Exhibitor Application & Contract Page 6 of 8 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 reexport 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. APPROVED FOR USE May 13, 2020 REBOOK – ONSITE FOR AX 2021 July 2-5, 2021 AX Exhibitor Application & Contract Page 7 of 8 §§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 September 30, 2022 (the “Cancellation Deadline”), SPJA will retain fifty percent (50%) of the contracted amount (less any insurance deposit paid) as a cancellation fee and will return the remaining fifty percent (50%) (plus any insurance deposit paid) to Exhibitor. If SPJA receives such notice on or after September 30, 2022, 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, rename 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 APPROVED FOR USE May 13, 2020 REBOOK – ONSITE FOR AX 2021 July 2-5, 2021 AX Exhibitor Application & Contract Page 8 of 8 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.

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.

a) 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.

b) 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.

2. 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

3. 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.

4. 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.

5. 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.

6. 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).

7. 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.

8. 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.

9. TAXES. 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.

10. 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 www.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.

11. 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.

12. 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.

13.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.

14. 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.

15. INSURANCE. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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:

· Section 1 (YPP) · Section 3 (Photos) · Section 4 (Reporting) · Section 5 (Reliance on Data) · Section 6 (Records Return) · Section 7 (Trademarks) · Section 9 (Taxes) · Section 10 (Compliance) · Section 15 (Insurance) · Section 16 (Injuries/Release) · Section 17 (Indemnification) · Section 19 (Assignment) · Section 21 (Dispute Resolution) · Section 11 (Anti-Corruption) · Section 12 (Export Control) · Section 13 (Confidentiality) · Section 14 (Non-competition) · Section 23 (Personal Information) · Section 24 (Audit Rights) · Section 26 (Non-Disparagement) · Section 27 (Survival) · Section 28 (General)

28. GENERAL PROVISIONS.

a) 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.

b) 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.

c) 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.

d) 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.

e) 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.

f) Paragraph headings used herein are for convenience only and shall not affect the interpretation nor be deemed to be a part of the Agreement.

g) No party hereto has relied upon any other promise, representation or warranty, other than those contained herein, in executing the Agreement.

h) 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.

Sponsors

SCHEDULE A

STANDARD TERMS AND CONDITIONS FOR SPONSORS TO THE SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION

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®chibi”, you agree to abide by these Standard Terms. The "Event" means anime expo chibi, currently scheduled for November 12 and 13, 2022 at the Ontario 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 www.anime-expo.org/legal, 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, 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 located at www.anime-expo.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 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 October 12th, or (ii) immediately upon execution of the Agreement by Sponsor if Sponsor executes the Agreement on or after October 12th.

(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 October 12th, or (ii) the Agreement is effective before October 12th but Sponsor does not pay the Total EMO Fee until on or after October 12th, 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 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 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 30 (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 Ontario (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, located at www.anime-expo.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, located at www.anime-expo.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 Exhibit 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 (714) 937-2994 and 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. 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.

20. Trademarks and Logos. 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; PA; LOUNGE 21; and the SPJA mascots; 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 have no right to use the Event logo, trademark, service mark, or any other intellectual property rights of SPJA, and shall not reproduce SPJA’s Marks for commercial purposes, including without limitation on any products or merchandise, unless such rights are provided separately in writing. 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.

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. 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 SMG Ontario LLC, Ontario Convention Center, and the City of Ontario, 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.

24. 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.

25. 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.

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 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.

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. 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.

28. 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.

29. 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”).

30. 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 September 28, 2022 (the “Cancellation Deadline”), SPJA will retain fifty percent (50%) of the contracted amount (less any insurance deposit paid) as a cancellation fee and will return the remaining fifty percent (50%) (plus any insurance deposit paid) to Sponsor. If SPJA receives such notice on or after September 28, 2022, 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.

31. 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.

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 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.

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 Sponsor hereby waives any claim for any damages or compensation, except as provided in Section 32.

34. 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.

35. 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.

36. 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).

37. 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.

38. 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.

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. 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.

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 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 TO THE SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION

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 located at www.anime-expo.org/legal or anime-expo.org/anime-expo-chibi/legal/, as applicable, 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.

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