Exhibitor represents and warrants that it is a franchisor in good standing with FBA and acknowledges that FBA reserves the right, in its sole discretion, to reject or terminate Exhibitor’s participation at any time if Exhibitor fails to maintain good standing or otherwise breaches the terms of this Agreement.

Exhibitor shall pay FBA the applicable participation fee prior to the Event, which includes access to event programming, broker engagement opportunities, venue facilities, hospitality services, and marketing and branding exposure, and acknowledges that all payments are non-refundable except as specifically provided in Section 3.

Exhibitor specifically recognizes and agrees that FBA will sustain losses in the event Exhibitor fails to provide timely written notice of cancellation, and in keeping with industry practice, which Exhibitor acknowledges, agrees that the following late cancellation assessment schedule constitutes liquidated damages designed to compensate FBA for its losses and not as a penalty.

A la carte cancellations will be accepted only in accordance with the stated schedule, with no refunds for cancellations received after sixty (60) days prior to the Event start date, and any refunds due as a result of cancellation will be made following completion of the Event.

Failure to make full payment of exhibit space rental fees by the date indicated on the invoice or contract will subject Exhibitor to cancellation by FBA and liability for the balance due, and if the Exhibitor space is not occupied during the Event, FBA shall have the right to use such space, with re-letting of cancelled space not acting to excuse Exhibitor from assessment.

All bundled components, including but not limited to the Franchise Brokers Association Conference & Expo (“FBCE”), Regional events, and marketing benefits (collectively, “Franchisor Bundle Options”), are strictly non-refundable, non-transferable, and not eligible for deferral, rollover, or credit if unused, and failure to attend scheduled events, provide required marketing materials, or complete deliverables within FBA timelines shall result in automatic forfeiture of associated benefits without refund, credit, or substitution.

Except as otherwise reduced through cancellation and refund under this schedule, Exhibitor remains responsible for total exhibit space rental fees irrespective of the reason for cancellation, including failure of materials to arrive or FBA cancellation due to riot, strike, civil disorder, act of war, act of God, or any other cause beyond FBA’s control; however, FBA shall make reasonable efforts to reschedule or conduct the Event despite such circumstances, and any payments in excess of expenses incurred up to the point of uncontrollable circumstances will be refunded.

Exhibitor may elect to participate in sponsorship tiers offered by FBA, each with specific benefits such as private broker engagement sessions and marketing exposure, and acknowledges that FBA may modify sponsorship benefits provided that Exhibitor receives substantially equivalent value.

FBA reserves the right to change the date, site and exhibit hours; however, any such change(s) will be made known as far in advance of the Conference as possible, and Exhibitors will be notified accordingly. During all hours the Exposition is open, the Exhibitor must occupy its assigned exhibit space, and staff its exhibit with competent personnel. Exhibitor shall not dismantle its exhibit or otherwise interfere with the orderly conduct of the Exposition until it is finally closed to visitors.

Exhibitor acknowledges and agrees that the assembling of attendees in any meeting room, hotel suite, or special function room by Exhibitor or any affiliated organization must be approved in advance and in writing by FBA, and that the use of meeting facilities or hotels by Exhibitor or its representatives for sales, business meetings, or meal functions during the Event dates also requires FBA’s prior written approval. Exhibitor further acknowledges that any violation of this Section shall constitute grounds for expulsion from the exhibit area and/or restriction from participation in any future FBA Conference or Event.

Exhibitor agrees to conduct its business in accordance with the highest standards of honesty, integrity, fairness, and professionalism, not discriminate against any person, not use FBA’s membership directories for unsolicited solicitations without written approval, and provide accurate information regarding its franchise offering.

Exhibitor shall designate a qualified representative to attend and participate in the Event and agrees that Exhibitor and its representatives will comply with all Event rules, directives, and instructions provided by FBA, conduct themselves in a professional manner, and that FBA may remove Exhibitor or its representatives for violations of this Section without refund.

Exhibitor agrees not to assign, sublet, or share allocated space without the knowledge and prior written consent of FBA. Exhibitor will not be permitted to display outside the confines of the assigned exhibit space in the Conference area. Exhibitor must show only products or services dealt in during the regular course of its business and approved by FBA. Except as specifically allowed by FBA, Exhibitor may not promote or represent any other vendor’s products or services in its exhibitor space. Unless part of a demonstration, or integrated into a solution provided by Exhibitor, no other vendor’s hardware or software may be exhibited. Signs or banners, printed materials such as specification sheets or brochures, advertising or any other form of promotion which suggests another vendor’s presence as an exhibitor within Exhibitor’s space are strictly forbidden. Violation of these regulations, or failure to correct such a violation, may result in removal of Exhibitor from the Conference.

Exhibitor represents and warrants that its exhibit will be accessible to the full extent required by law, including compliance with the Americans with Disabilities Act (“ADA”) and any regulations implemented thereunder, including, without limitation, thirty-six inch (36”) pathways, ramp capabilities for raised or lowered flooring, and installation of tightly woven carpeting less than one and one-half inches (1½”) thick to facilitate wheelchair movement. Exhibitor further agrees to indemnify, defend, and hold harmless FBA, its agents and contractors, the Conference contractor, the facility, and any other representatives thereof from and against any and all claims, liabilities, damages, losses, or expenses, including attorney’s fees and litigation costs, arising from or related to Exhibitor’s breach of this Section or non-compliance with any ADA provisions.

Exhibitor shall comply with all fire laws, electrical codes, and all other rules, regulations, codes, or statutes with respect to the installation, conduct, and disassembly of its exhibit. Exhibitor shall also comply with all reasonable requests of the FBA and the facility officials with respect to the installation, conduct, and disassembly of its exhibit. The exhibit shall be conducted in a decorous manner in order not to be objectionable to other Exhibitors, the facility, FBA, or the public. FBA and the facility reserve the right to close, remove, or require changes in any exhibit or to remove any of the Exhibitor’s personnel, agents, representatives, independent contractors, invitees, or guests who are deemed detrimental to the overall Conference, the facility, other Exhibitors, or the public.

Exhibitor is required to observe and comply with all union regulations for the state in which the event is being held, as well as contracts with the facility in which the event is taking place, official service contractors and union labor organizations.

Exhibitor grants FBA a non-exclusive, royalty-free license to use Exhibitor’s name, logo, and trademarks solely for marketing, promotional, and operational purposes related to the Event, with Exhibitor retaining all rights to its intellectual property and the right to approve marketing materials in which its intellectual property is used.

Exhibitor represents and warrants that it owns or has rights to all intellectual property it provides or displays at the Event, shall not use FBA’s intellectual property without consent, and acknowledges that all content created by FBA remains FBA’s sole property and may not be reproduced or distributed without FBA’s express written permission.

Exhibitor acknowledges and agrees that FBA may photograph, video record, or otherwise capture Exhibitor, its representatives, and its Event materials, and grants FBA a perpetual, worldwide, royalty-free license to use such media for marketing, promotional, educational, and operational purposes, waiving any claims to inspect, approve, or receive compensation for such media, and agrees to obtain consent from any third-party representatives or guests as applicable.

Exhibitor shall comply with all applicable data protection and privacy laws in connection with the Event, acknowledges that any broker or attendee data provided by FBA is confidential and shall not be used except as authorized, and agrees to implement reasonable security measures to protect such data.

Exhibitor shall indemnify, defend, and hold harmless FBA, its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, or expenses arising from Exhibitor’s participation in the Event, and acknowledges that FBA shall not be liable for any damages, including consequential or indirect damages, with total liability not exceeding amounts paid under this Agreement, and that FBA is not responsible for failures due to causes beyond its reasonable control.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of law, and any disputes shall be resolved exclusively in the state or federal courts located in Orange County, Florida, with Exhibitor consenting to personal jurisdiction therein. In the event of any breach of any term of this Contract by the within Exhibitor, or other dispute arising out of this Contract, Exhibitor will be liable, from and after default, for interest on such money as is owed by Exhibitor at the rate of one and one-half percent (1 ½%) per month commencing on the date of initial demand. In addition, Exhibitor will be liable for all reasonable costs, expenses, and attorney’s fees arising out of the collection efforts of FBA, which, when combined with said interest, shall not, in any event, exceed the usury law of the jurisdiction in which said claim is filed.

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, and understandings relating to the subject matter hereof, and no amendment shall be valid unless in writing and signed by both Parties.