1. DEFINED TERMS. The term “Event” means Telecom Exchange is owned, produced and managed by Jaymie Scotto & Associates, LLC. As used herein, the term “JSA” means, collectively, Jaymie Scotto & Associates, LLC and each of its owners, officers, directors, agents, affiliates, representatives and employees. The term “Attendee” means, collectively, (i) the person or company that applied for a registration pass and agreed to enter into this contract upon acceptance by JSA in the manner stated below and (ii) each of its officers, directors, shareholders, employees, personnel, contractors, agents, representatives and/or invitees, as applicable.

2. ASSUMPTION OF RISKS. Releases. Attendee expressly assumes all risks associated with, resulting from or arising in connection with Attendee’s participation or presence at the Event, whether within the venue or otherwise, including, without limitation, all risks of theft, loss, harm, damage or injury to or of any person (including death), property, business or profits of Attendee, whether caused by negligence, intentional act, accident, act of God or otherwise. Attendee has sole responsibility for its property and any theft, damage or other loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Neither JSA nor the Event Facility accepts responsibility for property delivered by or to Attendee.

3. QUALIFICATIONS OF ATTENDEE. JSA, in its sole discretion, determines whether a prospective Attendee is eligible to participate in the Event. Eligibility is generally limited to executive-level persons that are representing firms that supply products and services to the telecom industry. Applicants may be required to submit a description of the nature of their business and the items to be exhibited. JSA reserves the right to restrict or remove any exhibit that JSA, in its sole discretion, believes is objectionable or inappropriate.

4. ATTENDEE CONDUCT.

a) Ethical and dignified conduct is expected of all Attendees.

b) The following practices are prohibited in all areas of the Event Facility throughout the Event:

i. Canvassing/distributing advertising materials outside a company’s purchased exhibitor space.

ii. Placing business cards, marketing collateral, corporate literature on any table or exhibitor space not owned by your company.

iii. Any display or billboard advertisement.

c) All promotional products on exhibition must be registered with JSA prior to the opening of the show.

d) The Attendee is responsible for complying with all Terms and Conditions of this Agreement. If the Attendee is determined to be in breach of any aspect of this Agreement, in JSA’s sole discretion, JSA reserves the right to exclude the Attendee from further Participation in the Event, and future Telecom Exchange events, and no refunds shall be given.

5. PRIVATE EXHIBIT RESTRICTIONS. During the dates of the entire Event, no Attendee may conduct any private displays of merchandise or social functions in the Event facility during event hours.

6. LISTINGS AND PROMOTIONAL MATERIALS. By exhibiting at the Event, Attendee grants to JSA a fully paid, perpetual, non-exclusive license to use, display and reproduce the name, trade names, logos, product names of Attendee’s company in any directory (print, electronic or other media) listing the companies attending the Event and to use such names in JSA promotional materials. JSA shall not be liable for any errors in any listing or descriptions or for omitting Attendee or any other attendee from any directory or other lists or materials. JSA may also take photographs of Attendee during, before or after the open hours of the Event and use these photographs for any promotional purpose.

7. HOLD HARMLESS AND INDEMNIFICATION. The Attendee agrees to indemnify, defend, and hold harmless JSA and the Event Facility from and against any and all claims, demands, suits, liabilities, damages, losses, costs (including attorneys’ fees) and expenses which result from or arise out of or in connection with (a) Attendee’s participation in or presence at the Event, (b) any violation or infringement by Attendee of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right, (c) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor, (d) harm or injury (including death) to Attendee, and (e) loss of or damage to property or the business or profits of Attendee, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise.

8. LIMITATION OF LIABILITY. Under no circumstances shall JSA be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of their acts or omissions, whether or not appraised of the possibility of any such lost profits or damages. JSA makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.

9. ATTENDEE DISCLAIMER. Any estimates or representations made by Quest Events as to the number or make-up of event participants are based on market research and experience, and are estimates only and not a guarantee or warranty as to the number, actual identity, purchasing power or level of responsibility of attendees at a Quest event.

10. AMENDMENTS.

a) JSA reserves the right to alter aspects of the event or venue due to unforeseen circumstances.

b) All measurements shown on the floor plan are believed to be accurate; JSA reserves the right to make such modifications as may be necessary to meet the needs of exhibitors and the exhibit programs.

11. CANCELLATIONS.

a) If you wish to cancel your sponsorship and/or exhibit table, JSA must receive written notification twentyeight (28) days prior to the start date of the event. No refunds can be given after this date, and all invoiced amounts will be payable in full.

b) If you wish to cancel an attendee pass, JSA must receive written notification twenty-one (21) days prior to the start date of the event. No refunds can be given after this date. A substitute delegate can attend in replacement at no additional cost.

c) In the event of any cancellation, whether by Attendee request or for non-payment of sponsorship fees, Attendee will be responsible for all charges incurred for branded items and signage previously approved by Attendee.

d) No refunds will be given for failure to attend.

e) In the event of cancellation of an event by JSA, we will endeavor to inform all sponsors and attendees a week before the event is due to take place, although please be aware that this is not always possible. All event fees paid will be reimbursed in full, or the payment will be transferred in full to another Telecom Exchange event. JSA shall not accept liability for any consequential loss and shall have no liability to reimburse any other costs that may have been incurred, including transport costs, accommodation etc.

12. GOVERNING LAW, SEVERABILITY. This Agreement shall be governed by the laws of the State of Virginia. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.