Terms of Service & End User License Agreement

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS.
THESE TERMS AND CONDITIONS ARE ACCEPTED AND CONSTITUTE A BINDING AGREEMENT UPON CLICKING THE “AGREE” BUTTON OR OTHER COMPARABLE OPTION (“ASSENT”). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, DO NOT CLICK “AGREE” AND YOU ARE NOT GRANTED A LICENSE IN ACCORDANCE WITH THIS AGREEMENT, AND ANY INSTALLATION, ACCESS, COPYING, OR OTHER USE IS UNAUTHORIZED AND PROHIBITED.

This Terms of Service and End User License Agreement (“Agreement”) is made and entered into on the date the Assent was made (“Effective Date”) by and between Tradeshow Casting, LLC, a Nevada limited liability company (“TCast”) and you as the natural person that indicates the Assent and, as applicable, entity you identified, jointly and severally (“Member”) and you represent that you are at least 18 years of age and of legal age within your jurisdiction and able to form a binding agreement with TCast and, as applicable, authorized to bind the entity identified.

In consideration of the covenants, representations, and warranties set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TCast and Member (each a “Party” and together the “Parties”) hereby agree as follows:

EACH PARTY UNDERSTANDS THAT THIS AGREEMENT SETS FORTH IMPORTANT RIGHTS AND LIABILITIES THAT IMPOSE SUBSTANTIAL OBLIGATIONS, RESPONSIBILITIES AND COVENANTS UPON EACH PARTY. WHILE EACH PARTY HEREBY COVENANTS, REPRESENTS AND WARRANTS THAT SUCH PARTY HAS FULLY READ AND HAS FULLY UNDERSTOOD THE NATURE, SPIRIT AND SCOPE OF THIS AGREEMENT, EACH PARTY ALSO UNDERSTANDS THAT IT IS IMPORTANT TO SEEK THE ADVICE OF LEGAL COUNSEL WHEN ENTERING INTO SUCH AN AGREEMENT AND EACH PARTY HAS TAKEN THE OPPORTUNITY TO EVALUATE THE NEED FOR LEGAL COUNSEL, AND HAVE EITHER OBTAINED LEGAL COUNSEL’S ADVICE WITH RESPECT TO THIS AGREEMENT OR HAVE DETERMINED, IN SUCH PARTY’S OWN BEST INTEREST, THAT IT IS UNNECESSARY TO TAKE THE TIME TO OBTAIN SUCH LEGAL COUNSEL’S ADVICE.

Definitions and Interpretations.

Certain terms used herein shall have the meaning ascribed to such terms as set forth below

Claim” shall mean any demand, complaint, request for redress, assertion of a cause of action or other claim whatsoever.

“Confidential Information” shall mean all the Content relating to, used in or arising out of TCast’s business, finances or other operations and held by, owned, licensed, or otherwise possessed by TCast (whether held by, owned, licensed, possessed or otherwise existing in, on or about TCast’s (or TCast’s clients or Representatives’) premises or Member’s offices, residence(s) or facilities and regardless of how such Content came into being, as well as regardless of who created, generated or gathered the Content), including, without limitation, all Content contained in, embodied in (in any Media whatsoever) or relating to TCast’s inventions, ideas, creations, works of authorship, works of visual art, business documents, Contracts, licenses, business and non-business relationships, correspondence, operations, manuals, performance manuals, operating data, projections, bulletins, supplier and customer lists and data, sales data, cost data, profit data, strategic planning data, financial planning data, designs, logos, motifs, proposed trademarks or service marks, test results, product or service literature, product or service concepts, manufacturing or sales techniques, process data, specification data, know how, show how, software, databases, research and development information and data.

“Content” shall mean all material, information, manuals, teaching materials, creative works, sketches, drawings, prints, charts, reports, records, documents, matter, text, software, data, graphics, computer-generated displays and interfaces, images, photographs and works of whatsoever nature, including, without limitation, all compilations of the foregoing and all results and/or derivations of the expression of the foregoing.

“Contract” shall mean all agreements, contracts, understandings, undertakings, obligations, and other documents or matters where there is or was an agreement to be bound.

“Develop” shall mean develop, conceive, discover, reduce to practice, create, or otherwise arise out of a Person’s efforts in any manner whatsoever and through any means whether now known or hereafter developed.

“Disclose” shall mean disclose, disseminate, transmit, publish, distribute, make available or otherwise convey.

“Enabled Content” shall mean data, information, text, graphics, images and other Content resulting from and enabled by the execution of the Licensed Software and accessible by User.

“Exploit” shall mean to use, make, sell, or otherwise exploit in any manner whatsoever (through any means now known or hereafter Developed).

“Intellectual Property” shall mean all foreign, federal, state and common law trademarks, service marks, domain names, Internet path names and addresses of whatsoever nature, trade dress, copyrights, know-how, show-how, patents, inventions (whether or not patentable), mask works, software, proprietary data, customer lists, strategic plans, financial data, trade secrets, all other intangible assets of whatsoever nature and all applications for registration and/or issuance with respect to all the foregoing and whether or not any of the foregoing is registerable or patentable, including, without limitation, with respect to all of the foregoing: (a) all goodwill associated with any and all of the foregoing; (b) all parents, continuations, continuations in part, divisionals, reissues and extensions; and (c) all moral rights associated with any and all of the foregoing.

“Licensed Property” shall mean the Licensed Software and the Enabled Content.

“Licensed Software” shall mean the website, mobile application and/or other Software made generally and commercially available by TCast and licensed pursuant to this Agreement enabling certain functions for: (a) viewing certain Event (as defined in Section 2 below), venue, vendor, talent, and other related Content through certain functions and solutions; (b) promoting and marketing certain Events, venues, talent, and other service providers; and (c) enabling the Member to offer and/or accept Services.

“Losses” shall mean any and all costs, expenses, fees (including, without limitation, attorneys’, accountants’, investigators’, witnesses’ and professionals’ fees), charges, expenditures, liabilities, damages and other losses of whatsoever nature.

“Marks” shall mean the marks TRADESHOW CASTING and any other trademarks, service marks, or other indicia used and/or designated by TCast, along with any designs and variants thereto in association with any TCast Service or TCast Product.

“Media” shall mean any medium of expression or medium in or through which Content may be embodied or Disclosed (whether tangible or intangible, fixed or unfixed), including, but not limited to, a natural person, print, document-based medium, ceramic, glass, cloth, telephone, television, facsimile, telex, telephony, radio, satellite, cable, wire, computer-based network, network, magnetic means, optical means, electronic means, laser means, Internet, intranet, software, compact and laser disc, digital video displays, video cassettes, and multi-media and any other method (now known or hereafter Developed) for the publication, retention, conveyance, possession or holding of Content.

“Member Content” shall mean any Content Disclosed by Member, including, without limitation, all Content entered by Member using the Licensed Software for inclusion in the Enabled Content.

“Member Likeness” shall mean the Member’s image, name (including, without limitation, pseudo-name), biography, impression, voice, form, or other likeness.

“Person” shall mean any natural person, company, limited liability company, limited partnership, partnership trust, association, organization or other entity of whatsoever nature.

“Representatives” shall mean shareholders, directors, officers, strategic advisors, employees, agents, representatives, attorneys, and accountants either holding equity in, retained by, employed by, commissioned by or otherwise controlled by a subject Person.

“Right” shall mean all right, title and interest, including, without limitation, all Intellectual Property right, title and interest.

“Section” shall mean an enumerated provision of this Agreement.

“TCast Intellectual Property” shall mean all Intellectual Property owned, held, licensed, possessed or used by TCast, including, without limitation, the Marks and any other Work Product.

“TCast Products” shall mean mobile applications, merchandise, and/or any other item, product or good capable of embodying any TCast Property and any other product or good associated with the TCast Services.

“TCast Property” shall mean all physical and intangible property owned, held, licensed, leased, possessed, or used by TCast, including, without limitation, Work Product, TCast Intellectual Property, offices, facilities, Confidential Information, Content (in any Media), devices, diskettes, tapes, keys, access cards, credit cards, identification cards, computers, fax machines and/or other property of TCast.

“TCast Services” shall mean enabling the Licensed Software, services offered from time to time by TCast pertaining to casting, advertising, event and/or personnel promotion and related services, including, without limitation, enabling contractors, talent, and/or other individuals to connect in order to participate in conventions and/or other events or activities through a variety of Media.

“TCast Site” shall mean the website, mobile application, or other similar Media made available and licensed by TCast to various users on www.tradeshowcasting.com and/or other domain names owned or controlled by TCast from time to time.

“Trade Secrets” shall mean all methodologies (subject to same being the subject of an issued patent), pricing strategies, marketing approaches and other Confidential Information that TCast reasonably informs (whether orally or in writing) the Member from time to time is a trade secret, as well as other Confidential Information reasonably the subject of trade secret protection under relevant and applicable state statutes (including, without limitation, the Uniform Trade Secrets Act as enacted in Nevada).

“Transfer” shall mean assign, convey and otherwise transfer.

“Work Product” shall mean all Content Developed pursuant to or related to this Agreement, whether in whole or in part by Member, whether or not copyrightable or otherwise protected.

Grant of Limited License.

Subject to the terms and conditions of this Agreement, TCast hereby grants to Member a personal, limited, revocable, non-exclusive, non-transferable, non-assignable license to: (a) access and execute the executable code of the Licensed Software on and through the TCast Site utilizing the Member’s account; and (b) view the Enabled Content only for Member’s personal use or business use specified for the Member’s account and in accordance with all Laws applicable to Member. This foregoing limited license applies to any future versions, improvements, developments, updates and upgrades to the Licensed Software that TCast may make generally and commercially available to the Member, unless such versions, improvements, developments, updates and/or upgrades are accompanied by separate terms.

Member hereby grants TCast a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable, assignable license to use, modify, translate, reformat, create derivative works from, store, distribute and display any Member Content, including, without limitation, in and through the Licensed Property.

TCast may, in TCast’s sole and absolute discretion, modify any and all of the Licensed Property at any time without notice.

All licenses not expressly granted to Member pursuant to this Agreement are reserved by TCast.

TCast retains the right to restrict, suspend, and/or terminate Member’s use of any portion of the Licensed Property, including without limitation, the Licensed Software or Enabled Content, that is the subject of a prohibition of use by any law, or that is determined to infringe a third Person’s intellectual property.

TCast retains the right to remove any Content, including, without limitation, Member Content in the event of an actual or suspected breach of this Agreement (in TCast’s sole and absolute discretion).

TCast Services

Subject to the other terms and conditions of this Agreement, TCast will use its reasonable efforts to enable the foregoing limited license for the personal, corporate, agency and/or other membership options, as may be modified and/or offered from time to time by TCast.

Member Services/Prohibited Activities

Member Services

Member shall, or cause the individual(s) designated by Member to, fulfill the obligations that the Member accepts from or offers to TCast or TCast’s designated customers and/or users (“Services”), including, without limitation: (a) attend and participate in conventions and/or other events or activities identified and accepted by Member from time to time (“Event”) in a professional manner and for the services identified for such Event, as may be described on the TCast Site, (b) comply with any additional terms and conditions reasonably designated for such Event, which may be identified on the confirmation and booking form designated for such Event from time to time (“Confirmation Form”), including, without limitation, timely attendance at the location designated for such Event and timely reporting to TCast regarding the description of the time and Services provided by Member in connection with such Event; provided, however, that the terms and conditions on this Exhibit A shall take precedence over any conflicting terms and conditions set forth in any Confirmation Form; (c) provide feedback and other reports regarding such Events on a periodic basis; and (d) perform other services related to TCast’s business as approved by Member.

Prohibited Activities

Without limiting Section 8, Member covenants, represents and warrants that Member shall not use the TCast Site and the Licensed Software in any inappropriate or disruptive manner, including, without limitation, that Member shall not:

  • defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • use racially, ethnically, or otherwise offensive language;
  • discuss or incite illegal activity;
  • use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);
  • post anything that exploits children or minors or that depicts cruelty to animals;
  • post any copyrighted or trademarked materials without the express permission from the owner;
  • submit, post or otherwise use any false or inaccurate information;
  • delete or revise any material or other information of any other user or the TCast Site or the Licensed Software;
  • disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation;
  • use any robot, spider, scraper or other automated means to access the TCast Site or the Licensed Property;
  • use the TCast Site or the Licensed Software in any manner that is harmful to others;
  • attempt to modify, adapt, translate, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the TCast Site or the Licensed Property;
  • reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the TCast Site or the Licensed Property;
  • remove any copyright, trademark or other proprietary rights notice from the TCast Site or the Licensed Software App or materials originating from the TCast Site or the Licensed Property;
  • frame or mirror any part of the TCast Site or the Licensed Property;
  • create a database by systematically downloading and storing any portion of the Licensed Property, including, without limitation, any Enabled Content;
  • use the TCast Site or the Licensed Property in a manner that intentionally or unintentionally violates any applicable local, state, national or international law, or in a manner that is inappropriate, harmful or offensive; or
  • take any action that imposes an unreasonable or disproportionately large load on TCast’s infrastructure or may otherwise harm, disrupt or overburden the TCast Site or the Licensed Property.

Member Conduct

TCAST IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY MEMBER. MEMBER IS SOLELY RESPONSIBLE FOR INTERACTIONS WITH OTHER MEMBERS, CUSTOMERS AND/OR USERS. MEMBER UNDERSTANDS THAT TCAST CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS MEMBERS. TCAST ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. TCAST MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OR ABILITY OF MEMBERS, INCLUDING, WITHOUT LIMITATION, THEIR ABILITY TO PROVIDE THE SERVICES OR FULFILL ANY PORTION OF AN EVENT. TCAST RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

Likeness

Member hereby consents and grants to TCast and TCast’s Representatives the perpetual right, permission and authority to use, publish, modify, change, distribute, display, and/or otherwise Exploit worldwide (in whole or in part, severally or in conjunction with other Content) the Member Likeness (including, without limitation, any Content with Member Likeness provided by Member in anticipation of this Agreement) in any manner (including, without limitation, brochures, advertisements, or other promotional or marketing Content) in and through any Media whatsoever relating to, associated with, or arising from the Services or any TCast Service, including, without limitation, in connection with any Event, TCast shall have the right to record, produce, reproduce, enlarge, broadcast, use, distribute and exhibit in any manner and by any art, device, or method, now known or hereafter devised through any Media, Member Likeness.

Payment

Member shall pay TCast by credit card, electronic funds transfer, or other payment method designated by TCast the periodic fees and/or other amounts designated by TCast for the respective level of membership in advance on or before the respective due date. In addition to all other rights and remedies available to TCast at law and equity, in the event Member fails to pay TCast the amounts when due, TCast shall have the right, in TCast’s sole and absolute discretion, to immediately and with or without notice, terminate this Agreement and/or suspend or restrict access and all other licenses to the Licensed Property.

Nothing in this Agreement shall obligate TCast to pay any Losses incurred by or on behalf of Member to render the Services, including, without limitation, any expenses relating to or arising from the materials used by Member to render the Services. Member shall be solely responsible for payment of all taxes, as well as expenses for obtaining any governmental authority approvals, on any transactions set forth herein or undertaken by any Party, including, without limitation, taxes, duties, or expenses imposed by any governmental authority for the delivery and/or payments set forth in this Agreement. Payments shall be made payable by credit card, wire transfer, check or other payment means designated by TCast.

Termination

This Agreement may be terminated by either Party, for any or no reason, providing notice to the other Party (which may be through account settings within the Member’s account); provided, however, that if Member terminates or cancels a membership, TCast will have at least seven (7) days or longer amount of time reasonably designated by TCast to process the action. Under no circumstances will Member be entitled to any refund of any amount without the express written permission of TCast, such permission granted or denied in TCast’s sole and absolute discretion. Unless designated by a Party, cancelling a membership will not terminate this Agreement, but will reduce the membership level to the basic membership level. Notwithstanding the foregoing or any other provision in this Agreement, TCast shall have the right to any and all remedies available at law or equity available to TCast, including, without limitation, the right to terminate this Agreement upon notice, in the event Member materially breaches this Agreement.

Member Covenants, Representations and Warranties

Member covenants, represents and warrants the following:

  • Member is at least eighteen (18) years of age and has full and unrestricted power and authority, corporate or otherwise, to execute, deliver and perform this Agreement and other instruments and documents required or contemplated herein;
  • Member is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation;
  • Member has sufficient resources to perform the obligations set forth in this Agreement, including, without limitation, performing the Services and to procure alternative capability in the event that Member’s primary resources in performing the Services change in such a manner that such primary resources would reasonably be unable to fulfill Member’s obligations pursuant to this Agreement;
  • neither the execution and delivery of this Agreement or any document, agreement or instrument required or contemplated herein, nor the consummation of the transactions contemplated herein or therein shall constitute a violation of, or default under, or conflict with, any term or provision of any commitment, indenture, lease or other Contract to which Member is a party or by which Member is bound;
  • Member shall comply with all laws of all relevant, applicable governmental authorities in the conduct of Member’s activities pursuant to, and arising from, this Agreement, including, without limitation, that Member holds and maintains all permits, licenses, and/or other regulatory requirements necessary to provide the Services;
  • Member shall not conjoin the TCast Intellectual Property with any name, service mark, trade name or trademark whatsoever;
  • Member has read and consents to TCast’s privacy policy;
  • Member shall: (a) be responsible for all use of Member’s account, including, without limitation, all use of the Member account log-in information; (b) maintain the confidentiality of Member’s account name and password; (c) take reasonable steps to prevent unauthorized use of Member’s account and the Licensed Property; and (d) immediately notify TCast in writing of any disclosure and/or unauthorized use of such account name and password;
  • Member is the natural person or entity associated with the Member account, and to the best of Member’s knowledge, all information or Content Disclosed by Member through the Licensed Software is true and correct;
  • Member owns or has the right to Disclose all the Member Content and the Member Content does not and shall not infringe, misappropriate, or otherwise violate any Right of any third Person or otherwise violate any laws, including, without limitation, any privacy, security or defamatory laws;
  • Member shall not undertake any act or fail to act in any manner which may disparage, diminish, dilute, damage or endanger TCast or any Right of TCast or allow any third Person to do so; and
  • Member shall not delegate any of Member’s duties and/or obligations herein to any third Person.

Independent Contractor.

The Parties intend that the relationship between them created under this Agreement is that of independent vendor-vendee relationship only. Member shall not be considered an agent or employee of TCast for any purpose.

Ownership

Notwithstanding any other provision in this Agreement, Member covenants, represents and warrants the following: (a) TCast owns the exclusive Right in and to the Confidential Information, including, without limitation, all Intellectual Property embodied in, relating to, based upon or arising from Confidential Information; (b) to the extent that Member is deemed to have or retain any Right or otherwise possess any Right in and to any TCast Intellectual Property, Member hereby Transfers all such Right to TCast; (c) Member shall execute all documents and undertake all actions necessary to effect the clarification of ownership of all TCast Intellectual Property in and to TCast and to allow TCast to apply for registrations of the TCast Intellectual Property and/or issuances of patents, as well as maintain any registrations or issuances gained; and (d) Member hereby waives and releases any Claim of infringement of any Right of Member (whether based in any Intellectual Property Right, other proprietary interest whatsoever or applicable fiduciary theory) in, to or respecting any Confidential Information and/or TCast Intellectual Property (including, without limitation, any Claim based on any Member’s rights in any Work Product which may be construed as “works of visual art” as defined in the Visual Arts Rights Act of 1990, 17 U.S.C. 106A) and shall never challenge nor dispute TCast’s Right in and to Confidential Information and/or TCast Intellectual Property.

No Warranty.

THE LICENSED PROPERTY IS PROVIDED “AS IS.” TCAST MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED AND DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, WHETHER OR NOT IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, LICENSED PROPERTY, OR ANY OF THE TRANSACTIONS REASONABLY CONTEMPLATED BY THE PARTIES PURSUANT TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES (some jurisdictions do not allow the exclusion of implied warranties, so the exclusion of implied warranties may not apply to the User) OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT TCAST KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING

Limitations of Liability

TCAST AND TCAST’S REPRESENTATIVES SHALL NOT BE LIABLE TO MEMBER (OR TO ANY PERSON CLAIMING ANY RIGHT, TITLE OR INTEREST DERIVED FROM OR AS SUCCESSOR TO MEMBER’S RIGHT, TITLE AND INTEREST) WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHER LEGAL THEORY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF BUSINESS, LOSS OR CORRUPTION OF CONTENT, INTERRUPTION OR COMPUTER FAILURE ARISING OUT OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL TCAST AND TCAST’S REPRESENTATIVES BE LIABLE TO MEMBER (OR TO ANY PERSON CLAIMING ANY RIGHT, TITLE OR INTEREST DERIVED FROM OR AS SUCCESSOR TO MEMBER RIGHT, TITLE AND INTEREST) IN OR FOR AN AMOUNT THAT EXCEEDS THE AMOUNTS, IF ANY, RECEIVED BY TCAST FROM USER WITHIN THE ONE (1) MONTH PRIOR TO MEMBER’S CLAIM OR THE TERMINATION OF THIS AGREEMENT, WHICHEVER OCCURS EARLIER.

Confidentiality

Throughout this Agreement and for a period of two (2) years thereafter (or such longer period allowed by law), Member shall not Exploit any Confidential Information or Disclose any Confidential Information to any Person without the prior written consent of TCast (such consent granted or denied in TCast’s sole and absolute discretion). In perpetuity, Member shall not Exploit any Trade Secrets or Disclose any Trade Secrets to any Person. Member’s obligations of confidentiality shall not apply to any information or data generally publicly known through no act (directly or indirectly) of Member. All provisions protecting Confidential Information shall be deemed to also protect Trade Secrets, but references to Trade Secrets shall not be deemed to automatically refer to Confidential Information.

Limitation on Assignment.

This Agreement is personal to Member and Member shall not assign or transfer this Agreement, or any right or obligation hereunder, without the prior written consent of TCast (consent granted or denied in TCast’s sole and absolute discretion), and any assignment or transfer in violation of such restriction shall be void. TCast may assign, transfer, delegate, subcontract, and otherwise convey any right or obligation without restriction.

Indemnification

Member shall fully indemnify, defend and hold TCast and TCast’s Affiliates (“Indemnified Parties”) harmless from and against all Losses resulting in or arising from: (a) any breach by Member of any provision of this Agreement, or (b) any willful but unauthorized, negligent, reckless, or grossly negligent act or omission on Member’s part from which any Indemnified Party incurs any Losses.

Equitable Relief

Member covenants and represents that any violation of this Agreement by Member with respect to TCast Intellectual Property shall cause irreparable injury to TCast and shall entitle TCast to extraordinary and equitable relief by a court of competent jurisdiction, including but not limited to temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting bond or security.

Governing Law, Certain Interpretations & Entire Agreement

This Agreement shall be governed for all purposes by the laws of the State of Nevada as such laws apply to Contracts performed within Nevada by its residents, and that venue and personal jurisdiction for any Claim with respect to or arising out of this Agreement shall exclusively lie in the state or federal courts sitting in Nevada to which both Parties hereby unconditionally consent. All of the defined terms, if defined in the singular or present tense, shall also retain such general meaning if used in the plural or past tense, and if used in the plural or past tense, shall retain the general meaning if used in the singular or present tense. Section headings are used for convenience only and shall have no interpretive effect or impact whatsoever. If any provision of this Agreement is deemed unenforceable by any court with dispute or interpretive jurisdiction over this Agreement or the Parties, then such provision shall be reformed by such court in such a manner to make the provision enforceable and as near the manifest intent of the Parties as possible. Sections 2 (except 2.1), 4.2, 4.3, , 6, , , , , 12, , 14, , , and shall survive termination or expiration of this Agreement. This Agreement constitutes the entire agreement of the Parties as to the subject matter set forth herein, and this Agreement may not be modified except by a subsequent written agreement signed by the Parties. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the Parties with reference to the subject matter of this Agreement will be of any force or effect.

Intellectual Property Notices

© Copyright 2014 Tradeshow Casting, LLC (“TCast”) or its designated licensor(s). All rights reserved. Any reproduction or distribution (except for personal, non-commercial purposes) in any form or by any means, without the express written consent of TCast is strictly prohibited.

All intangible assets embodied in or arising from this website, including, without limitation, all intellectual property in and to the domain name, trademarks, service marks, trade dress, copyrights, know-how, show-how, inventions (whether or not patentable), mask works and software, or other intangible assets of whatsoever nature are owned by TCast, TCast’s affiliates, or various individuals or entities. No license is granted or right conveyed, by implication or otherwise, to you to use the intangible assets without the express written permission of TCast or the other individual or entity that may own the intangible asset.

TCast or its related or affiliated companies may, in TCast’s sole and absolute discretion, modify any and all of the website content at any time without the requirement to provide notice.

Copyright Infringement Claim

You shall direct any copyright infringement claims to TCast’s designated agent, consistent with section 512 of the Digital Millennium Copyright Act (17 U.S.C. Section 512). The designated agent to receive notification of claimed infringement, as filed with the Public Information Office of the Copyright Office, is available in the following manner:

U.S. Mail:

Bryce K. Earl, Esq.
Holley, Driggs, Walch, Puzey & Thompson

400 South Fourth Street, Third Floor
Las Vegas, NV 89101

Telephone: (702) 791-0308
Facsimile: (702) 791-1912
E-mail: TIPGroup@nevadafirm.com

All copyright infringement claims must be in writing and shall include the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that website.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit TCast to locate the material.
  • Information reasonably sufficient to permit TCast to contact the complaining party, including address, telephone number, and e-mail address.
  • A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Third Person Links

This website may contain hyperlinks to other websites controlled by third persons or entities. TCast is not responsible for the content of any linked site or any link contained in a linked site. TCast provides links to you only as a convenience, and the inclusion of any link does not imply endorsement by TCast of the site.

Disclaimer of all Warranties and Representations

THIS WEBSITE IS PROVIDED “AS IS.” TCAST DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, WHETHER OR NOT IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS WEBSITE OR ANY OF THE TRANSACTIONS REASONABLY CONTEMPLATED BY THE PARTIES HERETO INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES (some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you) OR CONDITIONS OF TITLE, NON INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT TCAST KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.

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