These are the terms (the “Agreement”) governing your attendance at and participation in any MVP Media Network Inc. owned and operated event (the “Event”). By registering for the Event you agree to these terms, which form a binding legal contract between the Event owner and organizer, MVP Media Network Inc. (“MVP” or “Owner and Organizer”) and the registered attendee or participant (“you”). If you are registering on behalf of another individual, it is your responsibility to ensure the person attending is aware of these terms and accepts them. By completing the registration on behalf of another individual you are warranting that you have made the attendee or participant aware of these terms and that they have accepted these terms.
1 Attendee Requirements
1.1 Admittance. Your registration entitles you to admittance to the Event for which you have registered. Any and all other costs associated with your attendance (including without limitation travel and accommodation expenses) shall be borne solely by you, and Event shall have no liability for such costs.
1.2 Use of Likeness. By attending the Event you acknowledge and agree to grant Event the right at the Event to record, film, photograph, or capture your likeness in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant to Event includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media.
1.3 Event Content. You acknowledge and agree that Event, in its sole discretion, reserves the right to change any and all aspects of the Event, including but not limited to, the Event name, themes, content, program, speakers, performers, hosts, moderators, venue, and time.
1.4 Age Requirements. No one under the age of 21, including children in strollers accompanying their parents, will be admitted.
1.5 Identification. All attendees must provide one of form of identification with the name appearing on their registration (business card, license, etc.)
1.6 Attendee Badge Usage. Attendee badges must be worn at all times in Event areas.
1.7 Visa Requirements. It is the sole responsibility of the attendee to take care of any government visa requirements. Attendees who require an entry visa should allow sufficient time for the application procedure. Attendees should contact the nearest embassy or consulate to determine the appropriate timing of their visa applications. Event will not contact embassies and consulates on behalf of visa applicants or provide any other assistance relating to visa issues. Failure to obtain a visa in advance of an Event does not constitute a valid basis for obtaining a refund.
2 Prohibited Conduct
2.1 Limitations on Use. By registering for a MVP Events pass you agree not to sell, trade, transfer, or share your complimentary code or badge, unless such transfer is granted by the Organizer. By registering for a paid Event Pass, you agree not to share, sell or trade your badge. In the event that MVP determines that you have violated this policy, Event may cancel your badge(s), retain any payments made by you, report you to law enforcement authorities, and ban you from future Event Events.
2.2 Disruptive Conduct. You acknowledge and agree that Event reserves the right to remove you from the Event if MVP, in its sole discretion, determines that your presence or behavior create a disruption or hinder the Event or the enjoyment of the Event by other attendees. All Event badges are the property of MVP and must be returned to Event upon request.
2.3 Badge Misuse. Attendees wearing badges from previous MVP Events or falsified badges and/or sharing or swapping badges will be immediately ejected from the Event and banned from future Events. MVP considers such conduct theft of service, trespassing, and fraud and will report violators to law enforcement authorities. If such conduct is discovered after an Event, violators will be invoiced according to onsite registration pricing and will be required to pay their invoice in full in order to avoid being reported to law enforcement authorities.
2.4 Suitcasing. “Suitcasing” refers to the practice of attending a trade show but “working the aisles” from a suitcase or briefcase, soliciting business from other attendees and exhibitors. For the good of the show and the exhibitors supporting the show, the only legitimate place to conduct business during show hours is within a contracted exhibit space on the show floor. Exhibiting companies are encouraged to protect their investment and report any violations to MVP management. Attendees observed soliciting business in the aisles or other public spaces, or in another company’s booth, will be ejected from the Event and may be banned from future events in MVP’s sole discretion.
2.5 Photography, Recording, Live Streaming, and Videotaping. Attendees may not record or broadcast audio or video of sessions at MVP Events. MVP allows cameras on the show floor. Attendees may take pictures within the show for purposes of company or annual reports, company media pieces, marketing materials, etc.
2.6 Unethical/Non-Compliant Business Practices. MVP reserves the right to deny admission to anyone who engages in or is reputed to engage in unethical or non-compliant business practices.
2.7 In addition to the requirements and prohibitions set forth in this Section 2, MVP may also exclude any prospective attendee from registering for or attending any Event, in MVP’s sole discretion. Furthermore, MVP reserves the right to cancel, in its sole discretion, any attendee’s registration upon refund of the admission fees paid to MVP; provided, however, that if an attendee is cancelled for violating any prohibition or requirement set forth in this Section 2, MVP may retain all fees paid.
3 Fees & Membership
3.1 Payment. The payment of the applicable fees for the Event is due upon registration. If such payment is insufficient or declined for any reason MVP may refuse to admit you to the Event and shall have no liability in that regard.
3.2 Taxes. The fees may be subject sales tax, value added tax, or other taxes and duties which, if applicable, will be charged to you in addition to the fees.
4 Cancellation and Quality Assurance
4.1 MVP strives to provide you with the most productive and effective educational experience possible. If after completing the course you feel there is some way we can improve, please provide us in writing with your comments on the evaluation for provided up on arrival. Should you feel dissatisfied with your learning experience and wish to request a credit or refund, please submit it in writing no later than 10 business days after the end of the training to: VP of Educational Services, 1501 India St. Suite 103-60, San Diego, CA 92101.
We will evaluate individual complaints in a context of collective comments from the event. As speakers are confirmed months before the event, some speaker changes or topic changes may occur in the program. MVP is not responsible for speaker changes, but will work to ensure a comparable speaker is located to participate in the program.
4.2 Cancellations received up to 4 weeks (28 days) before the conference are refundable in full. After that, cancellations are subject to the entire conference fee, minus a $300 service fee. The remainder of your credit may apply toward a future conference. Please note that if you do not cancel and do not attend, you are still responsible for payment. Substitutions may be made at any time.
4.3 Once you have received your badge on site, it cannot be changed, substituted, or reissued to a different person.
4.4 If your badge is lost, a replacement will only be issued at the current onsite rate.
5 Registration Confirmation, Event Updates
5.1 Once you have completed your registration, you will receive your registration confirmation by email. Please ensure that your valid email is entered correctly on the registration form. Be sure to check your junk email box to in case any of your Event email(s) are caught by spam filters.
5.2 You will receive essential information for registered attendees electronically at the email address and mailing address that provided on your registration form.
5.3 By attending, you give explicit permission to MVP and its agents to be contacted by event sponsors and or vendors. In addition, you will also be added to the Event attendee list for notifications of future events.
5.4 If you would like to opt-out of any of these benefits, a link is provided in each email to provide the ability to opt-out.
6.2 Collection of Information. MVP collect personally identifiable information, like names, postal addresses, email addresses, etc., when voluntarily submitted by our visitors. The information you provide is used to fulfill your specific request. This information is only used to fulfill your specific request.
6.3 Commitment to Data Security. Your personally identifiable information is kept secure. Only authorized employees, agents and contractors (who have agreed to keep information secure and confidential) have access to this information. All emails and newsletters from this site allow you to opt out of further mailings.
7 Intellectual Property
7.1 All intellectual property rights in and to the Event, the Event content, and all materials distributed at or in connection with the Event are owned by MVP, or the Event sponsors or speakers presenting at the Event. You may not use or reproduce or allow anyone to use or reproduce any trademarks or other trade names appearing at the Event, in any Event content or in any materials distributed at or in connection with the Event for any reason without the prior written permission of MVP.
7.2 For the avoidance of doubt, nothing in this Agreement shall be deemed to vest in you any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by MVP or any of its affiliates; nor does this Agreement grant to you any right or license to any other intellectual property rights of MVP or its affiliates, all of which shall at all times remain the exclusive property of MVP and its affiliates.
8 Disclaimer of Warranties, Limitation of Liability
8.1 MVP gives no warranties in respect of any aspect of the Event or any materials related thereto or offered at the Event and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. The Event is provided on an “as-is” basis. The views, opinions, and positions expressed by the speakers, attendees, or sponsors at the Event are theirs alone and do not necessarily reflect the views, opinions, or positions of MVP or any employee thereof. Event makes no representations as to accuracy, completeness, timeliness, suitability, or validity of any information presented by speakers, attendees, or sponsors at a MVP Event and will not be liable for any errors, omissions, or delays in this information or any losses, injuries, or damages arising from its display or use. MVP does not endorse, and expressly disclaims all liability relating to, any of the products or services provided by speakers, attendees, or sponsors.
8.2 Except as required by law, neither MVP nor its affiliates shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the Event or other aspect related thereto or in connection with this Agreement.
8.3 The maximum aggregate liability of Event for any claim in any way connected with, or arising from, the Event or this Agreement, whether in contract, tort, or otherwise (including any negligent act or omission), shall be limited to the amount paid by you to MVP under this Agreement.
Event’s failure to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. MVP shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond MVP’s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by you except with MVP’s prior written consent. This Agreement shall be governed by the laws of the State of California and the parties shall submit to the exclusive jurisdiction of the California courts. A party that substantially prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you acknowledge that you do not have any authority of any kind to bind MVP in any respect whatsoever.
In addition to this Agreement, if you are an Exhibitor or Sponsor for an Event, the following Exhibitor/Sponsor Terms and Conditions apply to you:
ACCEPTANCE OF TERMS AND CONDITIONS
The “Exhibitor” and/or “Sponsor” as defined on the cover page incorporated herein, hereby contracts with MVP Media Network Inc., referred to herein as “the Organizer” or “Company” or “MVP”. “Exhibitor” or “Sponsor” refers to the applicant indicated on the first page of the Agreement (“Cover Page”) which forms part of this Agreement. The below Terms and Conditions are incorporated herein below and listed for your reference on the Event website.
- Payment and Terms – The Event Participation Fee is the total fee payable by the Exhibitor to the Organizer in respect of the licensing of the Exhibition Space, sponsorship, advertisement and related services. The amount is stated herein above on the Cover Page of the Exhibitor/Sponsorship Confirmation. All payments are non-refundable except as otherwise expressly provided herein. The total (100%) fee is due no later than 60 days prior to the Event start. If this agreement is executed less than 60 days prior to the event date, full payment is due upon contract execution. The entire Event Participation Fee must be paid in full prior to move-in of the Exhibition. In the event of total or partial cancellation (space size reduction) by the Exhibitor, the participation fee will not be reduced or refunded, and the total amount will be due. If the Exhibitor fails to pay the entire Event Participation Fee at the time specified, or fails to comply with any of the terms and conditions or rules and regulations, the Organizer may reassign the exhibition booth location reserved for the Exhibitor and/or may resell the exhibition booth location to another party. If payment in full is not received prior to the start of the event, all passes, as well as exhibit space and guest passes will be cancelled. There will be no exceptions. The Organizer reserves the right to charge interest on all overdue amounts under this Agreement.
- Cancellation/Termination – If the Exhibitor cancels or breaches this Agreement for any reason whatsoever, in addition to whatever rights the Organizer may have under applicable law, any payments made by the Exhibitor prior to the date of termination shall be retained by the Organizer and the Exhibitor shall also be liable for the balance of the Event Participation Fee to be paid that has not yet been paid. The Organizer and the Exhibitor agree that such amounts constitute a reasonable provision for liquidated damages.If the exhibition premises which are used for the purpose of the Exhibition (“Exhibition Premises”), shall become in the sole discretion of the Organizer, unfit for occupancy, or if the holding of the Exhibition or the performance of any of the provisions of this Agreement are interfered with by virtue of any cause, this Agreement and/or the Exhibition (or any part thereof), may forthwith be terminated or cancelled by the Organizer without the Organizer being liable in damages or otherwise to the Exhibitor. The Organizer shall also not be responsible for delays, claims, demands, damages, losses, increased costs, liabilities, changes, actions, expenses or any other unfavorable direct or indirect, consequential or otherwise conditions arising by virtue of any cause not within the control of the Organizer. Upon termination or cancellation as aforesaid, the Organizer shall not be liable to the Exhibitor. The Organizer shall have the right to retain the Exhibitor deposit or if the full payment has been made up to 33% of the sponsorship fee to cover pending costs. The remaining fees shall be credited to the exhibiting/sponsorship of one or more future events. For purposes hereof, the phrase “cause not within the control of the Organizer” shall include fire, casualty, flood, epidemic, earthquake, explosion or accident, blockage, embargo, inclement weather, governmental restraints, restraints or orders of civil defense or military authorities, act of public enemy, riot or civil disturbance or commotion, malicious damage, sabotage, vandalism, acts of terrorism, or other similar activities, strike, lockout, boycott or other labor dispute or disturbance, inability to secure sufficient labor, technical or other personnel, absence of premises required for the Exhibition, failure, impairment or lack of adequate transportation facilities, inability to obtain or requisition or commandeering of necessary supplies or equipment, change in local, state or other law, ordinance, rule, order, decree or regulation, whether legislative, executive or judicial, and whether constitutional, or act of God and the words “act(s) of” shall include “threat of or perceived threat of”. This Agreement may be terminated by the Organizer forthwith if in the Organizer’s opinion, the Exhibitor does not or may be unable to perform or comply with any of its obligations.
- Booth Display and Assignment – Exhibitor/Sponsor may display or exhibit only products and services comprising materials, equipment, apparatus, systems and other component products or services as set forth on the first page of this Agreement and/or deemed by Company, in its sole discretion, to be relevant to industry/s or field/s which are the primary focus of the Event. Sponsor shall not make any promotional efforts, or engage directly or indirectly in any activity that has the effect of promoting a competing conference or trade show concurrent or otherwise.Company, in its sole and absolute discretion, will determine whether a prospective Sponsor is eligible to participate in the Event, the suitability of any promotion or display, the amount of exhibit space provided an Exhibitor/Sponsor, and exhibit space assignment and placement. Company reserves the right of final approval as to which publications Sponsor is allowed to distribute and display within its exhibit space.The Organizer shall use reasonable efforts to make booth assignments in accordance with the Exhibitor’s requests. However, the Organizer reserves the right to make final determination of all booth assignments. The Organizer shall have no liability for its failure or inability to comply with the Exhibitor’s requests, and the Exhibitor shall have no right to cancel this Agreement because of the Organizer’s failure to comply with the Exhibitor’s requests.Exhibition booths will be allocated at the Organizer’s full discretion. The Organizer may change the floor plan and/or the configuration of the exhibition booths.
- No Assignment or “Subletting” of Space – The assigned booth space is for use by the Exhibitor only. The Exhibitor may not assign this Agreement and may not permit or “sublet” all or any part of its assigned booth space to any other business or firm, unless the Organizer has given prior written approval. Any such assignment, permission or “sublease” without the Organizer‘s prior written approval shall be null and void. The Exhibitors are not permitted to give their assigned booth space either fully or in part to a third party, whether for payment or free of charge.
- Warranty – The Exhibitor represents, warrants and undertakes that it is entering into this Agreement as principal and not as agent or nominee of any third party, and the exhibits to be displayed by the Exhibitor at the Exhibition (“Exhibit”) do not infringe or are not likely to infringe any patent, trademark, copyright and other intellectual property right of any party and it agrees that in the event of any breach of the representations, warranties and undertakings herein contained in this Agreement, the license herein granted may be terminated by the Organizer (without the Organizer being liable for any damages or claim whatsoever and without prejudice to the Organizer’s other rights and remedies) and the Exhibitor shall indemnify the Organizer against all claims, demands, losses, liabilities, charges, actions and expenses incurred by the Organizer as a result of such breach
- Right to Reject or Eject – The Organizer may reject, eject or prohibit the Exhibit in whole or part, or the Exhibitor or its representatives, with or without giving cause. If cause is not given, the maximum liability of the Organizer (if any) shall not exceed the prorated amount of the contract price paid by the Exhibitor based on the number of days of the Exhibition remaining at the time of ejection. If any exhibit or the Exhibitor or its representatives is ejected for violation of any provisions of this Agreement or for any other stated reason, no refund of any portion of the contract price shall be made.
- Right of Possession – The Exhibitor hereby grants to the Organizer, the right for the purpose of ensuring the due performance by the Exhibitor of its obligations under this Agreement to take possession of all property of the Exhibitor including the Exhibit on the Exhibition Premises. Such right to possession shall be superior to that of any person. All property shall be deemed to be pledged to the Organizer as security for the performance by the Exhibitor of its obligations under this Agreement and the Organizer may remove, sell or otherwise dispose of all the same upon such terms and conditions as it deems fit. If such property is not removed from the Exhibition Premises by the end of the removal period, then the Organizer shall be at liberty to remove, sell or otherwise dispose of such property, and the net proceeds applied by the Organizer for such purpose as it deems appropriate. The Exhibitor shall indemnify the Organizer against all costs and expenses incurred in connection with such removal, sale or disposal and any claim by a third party to any such property so sold or disposed of.
- Fire, Safety and Health – The Exhibitor assumes all responsibility for compliance with local ordinances and regulations covering fire, safety and health.
- Licenses/Permits – The Exhibitor shall be responsible for obtaining any licenses, permits or approvals required under local or state law applicable to the Exhibit and activity at the Exhibition. The Exhibitor shall be responsible for paying all taxes, license fees or other charges that shall become due to any government authority in connection with the Exhibit and their activities at the Exhibition.
- Taxes/Fees – Exhibitor shall be responsible for payment of all taxes arising out of the Exhibitor’s activities in connection with this Agreement, including without limitation, federal and state income taxes, social security taxes, unemployment insurance taxes, sales tax and any other taxes or business license fees as required. All exhibitors are responsible for the collection and payment of sales tax. Sales may be subject to the general state sales tax and any applicable local taxes. Exhibitors/sellers should separately state the sales tax whenever possible. If the tax is included in the selling price, the item must be marked “tax included,” or a sign posted indicating that tax is included in all prices. The Organizer shall not be responsible for collection or payment of any sales taxes whatsoever on behalf of the Exhibitor.
- Property Loss or Damage – The Organizer shall not be responsible for any loss of or damage to any property of the Exhibitor or of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees. All of the Exhibitor’s property remains under its custody and control in transit to and from the Exhibition Premises and while it is in the confines of the Exhibition Premises. The Exhibitor shall be solely responsible for the loss of or damage to any property of the Exhibitor’s personnel, including but not limited to the Exhibitor’s booth personnel and representatives, models, demonstrators and actors. Accordingly, it is the Exhibitor’s responsibility to obtain adequate insurance or otherwise protect itself and its property and the property of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees.
- Liability and Insurance – In addition to property insurance described above, the Exhibitor shall obtain and keep in force during the term of the installation and use of the exhibit premises, All Risks & Public Liability Insurance policies in an amount not less than $1,000,000. The Exhibitor must provide the Organizer with a certificate of insurance upon request. The Organizer reserves the right to prohibit the Exhibitor from setting up or operating its assigned booth space without having provided a certificate of insurance.
- Indemnification – The Exhibitor shall be liable for and shall insure, indemnify fully and effectively and hold the Organizer, their respective shareholders and all government, statutory and regulatory bodies and agencies of the country where the Exhibition is held and their respective directors, officers, agents and servants harmless against any and all costs, claims, demands, losses, liabilities, charges, actions and expenses which any of them may be subject to or may incur or which may be made, claimed or instituted against them or any of them as a result of any act, breach of any of the terms of this Agreement, omission, conduct or failure of the Exhibitor or its directors, officers, agents, servants, invitees or independent contractors. The Exhibitor’s aforesaid indemnity shall extend to cover all losses or injuries caused to any persons or property howsoever caused by the Exhibitor or the Exhibit or its personnel, or otherwise arising while the said persons are upon or examining, observing or passing the Exhibit or booth occupied by the Exhibitor, or by the demonstration of or otherwise in connection with the Exhibit.
- Liability Limitation – The liability of the Organizer (if any) shall under no circumstances (whether arising from breach of contract, tort or otherwise) exceed the amount of the Event Participation Fee paid by the Exhibitor.
- Venue Exhibit Rules and Regulations – Further rules and regulations pertaining to the Exhibition can be found in the Exhibitor Manual and other documents supplied by the Organizer from time to time. The Organizer may at any time and from time to time make further rules and regulations (having immediate effect) in relation to any aspect of the Exhibition. Such rules and regulations shall be deemed to form part of this Agreement, and shall be binding on the Exhibitor. The Organizer reserves the right to require the Exhibitor to alter the Exhibit before or during the Exhibition, as the Organizer deems to be in the best interests of the Exhibition. Such changes shall be made at the Exhibitor’s expense and are subject to the approval of the Organizer.
- Confidentiality Agreement – The terms and conditions of this Agreement are confidential and cannot be disclosed to any third party without written consent. This Agreement is intended to be fully binding.
- Hold Harmless – The exhibitor assumes the entire responsibility and liability for losses, damages, and claims arising out of exhibitor’s activities on the Hotel premises and will indemnify, defend, and hold harmless the Hotel, its owner, and its management company, as well as their respective agents, servants, and employees from any and all such losses, damages, and claims. The terms of this provision shall survive the termination or expiration of the Agreement.
- Exhibitor Directory – MVP may, in its sole discretion, include an exhibitor directory on the Event website as applicable. If the subject Event has an Exhibitor Directory, to be listed in the website exhibitor directory, a company description of no more than 50 words must be submitted within 30 days of contract execution, or at least 30 days prior to the event date. Any submitted descriptions that exceed the allotted word limit will be revised by MVP at its own discretion without prior approval from Exhibitor.
- Guest Passes – As part of the negotiated package, any and all guest passes must be submitted by Exhibitor/Sponsor no later than 30 days prior to the Event. Complete contact information must be submitted for each guest: NAME, TITLE, COMPANY, MAILING ADDRESS, EMAIL ADDRESS, PHONE NUMBER. Failure to submit complete guest pass information timely for registration, results in forfeiting of guest passes.
- Graphics Artwork Guidelines – All Exhibitors and Sponsors must submit high-resolution logos (300 dpi) pursuant to the “Graphics Artwork Guidelines” incorporated herein. Logos must be submitted no later than 60 days prior to the event. If Exhibitor/sponsor fails to submit a high resolution logo, Sponsor/Exhibitor hereby agrees to a charge of $100 for Organizer to create a high resolution logo that meets the high resolution specs for print quality, as noted in the Logo Guidelines.
- Professionalism – Exhibitors are expected to maintain a high level of professionalism while exhibiting at the individual events. This includes, but is not limited to, dressing in appropriate business casual attire, presenting professional exhibitor booths/displays and engaging in respectful communication among fellow sponsors, delegates and event/venue staff.
- Partial Invalidity – The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision herein.
- Revocation – Upon termination of this Agreement the license granted is revoked and thereupon the Exhibitor shall immediately leave the Exhibition Premises and remove the Exhibit.
- Set-Off Clause – The Organizer may, in its sole discretion, deduct from or set-off against any money due by the Organizer to the Exhibitor or any sum which the Exhibitor is liable to pay to the Organizer.
- Assignment Clause – The Organizer may without the consent or approval of the Exhibitor, assign or transfer its rights and/or obligations under this Agreement. The Exhibitor may not assign or transfer any of its rights or obligations under this Agreement.
- Integration – This Agreement contains the entire agreement between the Organizer and the Exhibitor. It may not be orally modified. Only an agreement in writing signed by a duly authorized representative of the party against whom enforcement or waiver or modification is sought will be enforceable.
- Governing Law & Jurisdiction – This Agreement shall be governed by, and construed in accordance with the laws of the State of California. Any action commenced by the Exhibitor arising out of or relating to this Agreement, or arising out of or relating to the Exhibition shall be brought solely in the courts of the County of San Diego, California. The Exhibitor consents to the jurisdiction of the courts in San Diego County, California for the resolution of any action arising out of or relating to this Agreement, or arising out of or relating to the Exhibition.