These Terms of Agreement (“Agreement”) sets forth the terms and conditions under which vFairs, LLC (“vFairs”), with an address of 1510 Randolph St., Carrollton, Texas 75006, will provide access to the client (“Client”) for Virtual Event(s).The Client and vFairs will individually be referred to as the “Party” and together as the “Parties”.Definitions“Charges” means the fee payable for the provision of the Services and any other fees payable, as further defined in an Order referencing this Agreement.“Client Branding” means the Client’s corporate branding, such as trademarks or names or logos.“Effective Date” means the date of an Order referencing this Agreement.“Intellectual Property” means all copyrights, patents, registered and unregistered design rights, trademarks and service marks and applications for any of these, together with trade secrets and other intellectual property rights in all parts of the world.“Services” or “Virtual Fairs” means vFairs’ virtual event platform (vFairs.com) designed to help exhibitors interact with visitors in an online event platform environment, and is further defined in Schedule 1 of this Agreement.Term means 12 months from the Effective Date of this Agreement.Term & Termination2.1 This Agreement will be in effect during the Term.2.2 This Agreement will automatically renew for additional one (1) year periods (each a “Renewal Term”) unless both Parties agree in writing thirty (30) days prior to the end of the Term or the Renewal Term, as applicable.2.3 This Agreement may be terminated by:2.3.1 Either Party on written notice to the other if:(a) the other commits a material breach of this Agreement, provided that the defaulting party shall have failed to remedy such breach within 10 days of receiving written notice specifying the breach; or(b) the other is adjudicated bankrupt, enters into liquidation or any arrangement or composition with or assignment for the benefit of its creditors or if a trustee or a receiver or administrator or administrative receiver or receiver and manager is appointed against the whole or any part of its assets or business;2.3.2 either Party on not less than thirty (30) days written notice to the other Party, but not taking effect until, the expiry of the initial Term or any Renewal Terms.Services3.1 The Services, as further described in Schedule 1, will be provided during the Term period after the receipt of all Charges by vFairs. Any changes to the Services after the Effective Date must be mutually agreed upon by the Parties and incorporated into Schedule 1.3.2 The Services will be maintained for a single event organized by the Client, unless the Parties agree otherwise and Charges are amended accordingly.3.3. vFairs Service Level Agreement (SLA) is listed here: https://www.vfairs.com/service-level-agreement/Charges4.1 All Charges for the Services will be paid by the Client immediately upon the issuance of an invoice by vFairs. All Charges paid by the Client are non-refundable.4.2 Any additional Charges agreed upon by the Parties after the Effective Date will be invoiced separately.vFairs fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes associated with the purchases hereunder. If vFairs has the legal obligation to pay or collect Taxes for which Client is responsible, vFairs will invoice Client and Client will pay that amount unless Client provides vFairs with a valid tax exemption certiﬁcate authorized by the appropriate taxing authority. For clarity, vFairs is solely responsible for taxes assessable against vFairs based on vFairs income, property and employees.The below state taxes are applicable to the United States:Arizona8%Chicago, Illinois6%Connecticut9.53%District of Columbia6.25%Hawaii8.33%Maryland7%Massachusetts6%New Mexico4%New York6%Ohio6%Pennsylvania7.84%South Carolina8.875%Tennessee6.35%Texas9%Utah7.19%Washington9.29% Client Branding & Client Information5.1 The Client warrants that it is the owner or authorized user of all Intellectual Property rights and all other rights in the Client Branding. The Client agrees that for the purpose of customizing the Services, vFairs may incorporate Client Branding according to the Client’s instructions.5.2 The Client acknowledges and agrees that it is responsible for any information it provides for use in the Services, and any use that it may make of such information for any purpose, and that vFairs will have no responsibility for the use of such information.5.3 The Services shall remain branded as the Client’s site and shall be described at the bottom of the page with a “Powered by vFairs.com”.5.4 Client further acknowledges that vFairs has the right to identify Client as its customer on its marketing site, social media accounts, and sales collateral. vFairs also reserves the right to post the event’s details on vFairs Discover (events marketplace).Intellectual Property Rights6.1 vFairs reserves all rights in its Intellectual Property and no rights or obligations other than those expressly granted are to be implied from this Agreement. In particular, no license or rights are granted directly or indirectly by vFairs to the Client in relation with its Intellectual Property including, without being limited to, any proprietary technology, database, trade name, trade secrets, trademark and logo, copyright, software or any other proprietary rights that are held or owned and/or could be held or obtained by vFairs after the Effective Date. The Client shall have no rights therein and shall not be entitled to assert any rights, title, or interest in respect thereof.6.2 The Client acknowledges that vFairs is the exclusive owner of “vFairs” and all designs and logos displayed in the Services or printed, electronically generated or identiﬁed in any other form and used by vFairs to create, design and maintain the Services.6.3 vFairs acknowledges that the Client is the exclusive owner of their company name and brand name and all Intellectual Property rights therein.WarrantiesvFairs will provide the Services using reasonable skill and care in accordance with the terms of this Agreement. Each Party represents and warrants to the other that it has obtained, where required by law or regulatory authority, all registrations, permits, licenses and approvals necessary in any relevant country for it to perform its obligations hereunder, or alternatively, that it is exempt from obtaining them. Each Party further warrants and undertakes to the other that in performing its obligations under the terms of this Agreement it will comply with all applicable laws and regulations. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND VFAIRS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.Limitation of LiabilityIN NO EVENT SHALL VFAIRS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CLIENT FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL VFAIRS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.IndemnificationTo the extent permitted by the law, either Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party (“Indemniﬁed Party”) from and against any claims, damages, and expenses directly arising from or relating to the Indemnifying Party’s obligations under this Agreement, including loss of data, provided that any such loss, damage or claim is not attributable in whole or in part to the negligence, willful misconduct or bad faith of the Indemniﬁed Party, its ofﬁcers, directors, employees or agents.MiscellaneousThis Agreement constitutes the entire agreement between the Parties and supersedes any previous agreement between the Parties relating to the subject matter of this Agreement. Each of the Parties acknowledges that in entering into this Agreement, it does not rely on and will have no remedy in respect of any statement of fact or opinion not recorded in this Agreement (whether negligently or innocently made), except for any representation made fraudulently.All Schedules and Orders constitute an integral part of this Agreement. In case of inconsistency between the Schedules and the terms of this Agreement, the terms of this Agreement shall prevail.No variation of these terms and conditions will be valid unless conﬁrmed in writing by authorized signatories of both Parties on or after the Effective Date of this Agreement.This Agreement and the relationship between the Parties shall be governed by, and construed in accordance with the laws of the state of Delaware, without regard to the conﬂict of laws provisions of any state or jurisdiction.Any action arising out of, or related to, this Agreement shall be brought in the state or federal courts located in New York each party hereby submits to the exclusive jurisdiction of such courts.Client may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of vFairs. Any assignment or transfer in violation of this paragraph shall be null and void.Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modiﬁed by such reformation.vFairs shall not be liable to Client for any delay or failure of vFairs to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of vFairs. Such causes shall include, but are not limited to, acts of God, ﬂoods, ﬁres, loss of electricity or other utilities, or delays by Client in providing required resources or support or performing any other requirements hereunder.Schedule 1: Description of ServicesServices mentioned in an Order will be available in the scope of services provided.Included with every virtual event:1 lobby, 1 hall, 1 auditorium, 1 lounge and 1 help deskAll networking, chat and webinar toolsLive day supportCustom landing page and custom registration formProject management and project coordinator supportPDF & Excel Reports & Raw DataNotes:Client will be responsible to manage all of their LIVE and Semi-LIVE sessions (i-e start/stop sessions). vFairs will provide Zoom accounts if needed. vFairs will provide reasonable tech support as required on the LIVE day of the event.Client will be responsible for the booths set up. vFairs will provide training on how to do that.This license covers up to 3,000 concurrent users to attend the platform. Unlimited registrations are allowed.Branded Landing Pages and URLThe Virtual Event shall be provided with a landing/ registration page that can be served on the vFairs sub-domain / URL or a custom domain.Custom Registration FormFor the event registration setup, vFairs enables Client to define any number of custom fields on the registration form. Client can choose to customize the labels, placeholders, field types, attachments and options for drop downs etc.Virtual LobbyAfter logging in, users arrive at a 3D photorealistic lobby from where they can navigate to other parts of the event.Help Desk and Live Day supportvFairs shall provide an online information desk which enables the Client to respond to general enquiries from visitors. This is available during the event.Exhibition HallVisitors will be able to visit the exhibitors’ booths through the hall area. Several booth templates are available.BoothsEach booth can list the documents, videos and other content such as about vFairs, products, services information etc.Networking LoungeA networking lounge or rooms offers various chatrooms to allow for knowledge exchange and networking between attendees & exhibitorsADA ComplianceUsers with vision and hearing impairments can navigate the virtual trade show using voice, screen readers and other assistive technologies.Email BuilderLaunch email campaigns attendees upon registration, reminders or communicate.Two Factor AuthenticationAdd an extra layer of security to allow veriﬁed users to login via Email.Job Search/Resume SearchSearch for job postings and a directory of candidates. Filter profiles with ease.Agenda BuilderAllow participants to customize their experience by selecting webinars & sessions they are interested in & limiting notifications to only those agenda items.Chat & Video ChatVisitors will be able to chat / video chat with representatives from the booth chat rooms. The Service will allow group chat as well as private chat. Within private chat, the Service will allow for text, voice and video chat options.Global Documents & Video TabvFairs has a documents and videos tab that lists and consolidates all videos and documents in one section.Virtual Swag BagvFairs allows visitors to add documents and videos in a “Virtual Bag”. Visitors can subsequently email this information to their email address.AuditoriumThe system allows the Client to run a pre-recorded or live webinar using Zoom platform. Maximum 500 concurrent users are allowed on any webinar as part of the webinar cost. LIVE Webinar sessions open separately on Zoom platform.Facebook/Twitter WidgetAdd a standard Facebook or Twitter widget to display Client’s social media feed.Photo BoothTake a selfie or upload a photo at the virtual Photo Booth.GamificationGamify the experience by rewarding attendees on favorable actions like attending a webinar or downloading content.Scavenger HuntHelp increase engagement by rewarding attendees when they find & click on hidden images placed across the event.MatchMakingFind recommended profiles to network with.Social WallPull in social media posts from Facebook, LinkedIn, Twitter & Instagram based on hashtags of choice & display them as one consolidated feed in the event.Kahoot! GameReal-time Multiplayer trivia games.Book Meeting SlotsAttendees can book meeting slots with exhibitors through vFairs built-in appointment calendar.Self-Service BackendLogin to vFairs intuitive event builder backend and instantly modify landing pages, session schedules, webinars, chatrooms, booths & much more.Dedicated Project Management TeamEach project typically consists of a dedicated project manager, a project coordinator and a shared technical/design team to ensure the Client event goes smoothly.Reporting & Data AnalyticsExport all data collected during the event into Excel files for internal sharing and advanced analysis.