AGREEMENT: These Event Rules and Regulations, the Sales Order and Sponsorship Agreement, and the Standard Terms and Conditions together constitute an agreement (the "Agreement") for the right to exhibit at the Entertainment Search Engine Marketing Seminar ("ESEMS") event on April 4th (the "Event"). Sponsor also agrees to comply with the rules and regulations of The DoubleTree Hotel. All capitalized terms which are not otherwise defined herein shall have the meaning given such terms elsewhere in the Agreement.

EXHIBIT LIMITATIONS: Exhibits may not project beyond the space allotted, and aisles must be kept clear for pedestrian traffic. Exhibits shall not obstruct the view or interfere with traffic to exhibits of other Sponsors, and must be constructed in compliance with the reasonable instructions of the event and facility staff.

SOUND: Event management reserves the right to determine at what point sound constitutes interference with others and must be discontinued or modified. Any method to project sound beyond the confines of your exhibit booth is expressly prohibited.

BOOTH/TABLE ASSIGNMENT: Sponsor shall not reassign, sublease or share assigned exhibit space with any person, firm or other entity without notification to and approval of the event management. The event management reserves the right to alter the location of exhibits/tables as shown on the official floor plan, if it deems advisable and in the best interest of the Event. Companies and representatives of companies not assigned exhibit space are prohibited from soliciting business in any form in the exhibition area. Violators of this prohibition will be promptly ejected from the exhibition area.

STAFFING OF EXHIBITIONS: Exhibition booths or tables must be staffed at all times during the Event, and no Sponsor will be permitted to pack, remove, or otherwise dismantle their booth prior to the close of the Event. Any sponsor breaching this provision may be denied exhibition space in future ESEMS events.

RIGHT OF REFUSAL AND/OR CANCELLATION: We reserve the right to cancel the Agreement if we discover that a sponsor's product or services are not as described in the Agreement or are incompatible, in the opinion of Company, with the purposes of the ESEMS program. The Company may terminate the Agreement if your agents' demeanor is deemed inappropriate or disruptive by event management.

CONDUCT DURING EVENT: Sponsor shall conduct its exhibit or table in a decorous and reasonable manner in order not to be objectionable to Company, other exhibitors, the Event facility, or the public. Company reserves the right to restrict or prohibit exhibits which, because of noise, method of operation, content, or any other reason, are objectionable or otherwise detract from or are out of keeping with the character of the Event as a whole. Company and the Event facility reserve the right to close, remove or require changes in any exhibit or to remove any of Sponsor's personnel, agents, or representatives, who are deemed detrimental to the conference, other exhibitors, the Event facility, or the public. If Sponsor or their representatives fail to observe these rules and regulations or, in the opinion of Company, conduct themselves unethically or detrimentally to Company, Sponsor may be dismissed from the Event without refund or other appeal.

PROMOTIONAL ACTIVITIES AT THE EVENT: All promotional activities and giveaways must be pre-approved in writing by Company at least 30 days before the Event. Sponsors may e-mail this request to sponsors@esems.com. Distribution of any items without advance approval will not be permitted. However, office supply items such as pens, highlighters, letter openers and the like do not need approval. Companies may distribute products of their own manufacture. The ESEMS logo may not be reproduced on any items or documents that will be distributed at the Event without the prior written permission of an authorized representative of Company.

SHIPPING: Sponsor understands and agrees that all expenses for shipping and handling of equipment and materials into and out of the Event area, if any, and for all other costs incidental to operation, are not part of the exposition fee and are to be paid by Sponsor.

TAXES AND LICENSES: Sponsor shall be responsible for obtaining any licenses, permits or approvals required under local or state law applicable to their activity at the Event. Sponsor shall be responsible for obtaining tax identification numbers & paying all taxes, license fees or other charges that shall be due to any governmental authority in connection with their activity at the Event.

FIRE, SAFETY AND HEALTH: The Sponsor agrees to accept full responsibility for compliance with city, county, state and federal Fire, Safety and Health Ordinances regarding the installation and operation of equipment. All exhibit materials and equipment must be reasonably located within the booth and protected by safety guards and devices where necessary to prevent personal accidents to spectators. Sponsor hereby represents and warrants that Sponsor has taken all steps reasonably necessary in its judgment to ensure the sound engineering and structural integrity of its exhibit design and the proper construction and safety of the exhibit itself, as erected.

UNOCCUPIED SPACE: Event management reserves the right, should any rented Sponsors' space remain unoccupied 2 hours prior to the published set-up day/hours, or should any space be forfeited due to failure to make payment in full, to sell paid or unpaid space to another Sponsor or use space for such purpose as it may see fit without liability on its part. This clause shall not be construed as affecting the obligation of the Sponsor to pay the full amount specified in the space rental contract. Failure to make payment of the full amount specified in the Agreement by the cut-off date constitutes cancellation by the contracting Sponsor.

EARLY TEAR-DOWN OR DISMANTLING: Sponsors agree by signing this contract that they will remain on the exhibit hall floor until the official close of the trade show, as published in their Sponsor manual. Early teardown or dismantling is prohibited. Any Sponsors dismantling their booths prior to the scheduled time will be penalized by losing points in the priority system used for assigning space for future conferences.