These terms and conditions are an integral part of the Metrostudy Client Agreement (the “Client Agreement” or “Agreement”) pursuant to which Client agrees to purchase certain services from Metrostudy, Inc. (“Metrostudy”), and they are incorporated therein by reference. By executing the Client Agreement, Client expressly agrees to be bound by and subject to these terms and conditions. All capitalized terms used but not defined in these terms and conditions shall have the meanings assigned to them in the Client Agreement.

1. Trademark License
Sponsor hereby grants to Metrostudy a nonexclusive, non-assignable (except as provided herein), royalty-free license throughout the world to use and display the Sponsor’s name and logo solely in connection with the Event as contemplated herein. The Sponsor’s name and mark, the Sponsor’s logo and trademarks (collectively “The Marks”), are owned by and valued intellectual Property of the Sponsor. Sponsor gives Metrostudy permission to use and display The Marks throughout the world solely in connection with and promotion of the Event(s) identified in the Client Agreement. Metrostudy agrees to use The Marks only in the form(s) provided by the Sponsor to Metrostudy and as pre-approved by the Sponsor as provided for herein. Metrostudy shall not use The Marks in any manner that implies ownership or affiliation of such marks with any person or entity other than Sponsor, or in any manner that would imply co-ownership of the Event by anyone other than Sponsor.

2. Indemnification
Sponsor shall indemnify, defend and hold Metrostudy (and its officers, directors, shareholders, agents, representatives, affiliates, partners, employees and agents) harmless from and against all claims, liabilities, damages, demands, costs, fees, other expenses, suits, proceedings, actions and causes of action of any and every kind and nature (including reasonable attorneys’ fees) payable or paid by the indemnified party to a third party (collectively, “Claims”) arising out of, in connection with or as a result of the Event and the use of the Sponsor’s logo or trademarks by Metrostudy as authorized herein, other than Claims arising out of or in connection with Metrostudy’ s gross negligence or willful misconduct.

3. Disclaimer of Representations and Warranties/Limitation of Liability
Except as expressly set forth herein, Metrostudy hereby disclaims all representations and warranties of any kind or nature, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Except to the extent of their negligence in no Event shall Metrostudy be liable to Sponsor for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, costs, expenses, losses or lost profits arising out of or in connection with the Event. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or otherwise.

4. Miscellaneous
Each party represents and warrants to the other that (i) this Agreement has been duly authorized, executed and delivered by it, (ii) it has the full power and authority and is free to enter into this Agreement and to perform its obligations hereunder, (iii) this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms, (iv) the making of this Agreement does not violate any agreement, right or obligation existing between it and any other person, firm or corporation, and (v) it has all licenses and permits necessary to perform its obligations under this Agreement.

All notices, statements and payments sent to the parties hereunder shall be addressed to the parties at the addresses set forth in the Agreement or at such other address, as the parties shall designate in writing from time to time. All notices shall be in writing and shall either be served by personal delivery (to an officer of each company), mail, or facsimile (if confirmed by mail or personal delivery of the hard copy), all charges prepaid. Except as otherwise provided herein, such notices shall be deemed given when received.

Sponsor may not assign the Agreement or any of its rights or obligations hereunder without the prior written consent of Metrostudy. Metrostudy may not assign the Agreement and/or any of its rights or obligations hereunder without the prior written consent of Sponsor. Any assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon all successors and permitted assigns of the parties.

The entire understandings between the parties hereto relating to the subject matter hereof are contained in this Agreement and the schedules attached hereto which are hereby made a part of this Agreement, and this Agreement supersedes all prior and contemporaneous communications and agreements with respect to such subject matter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. This Agreement cannot be changed, modified, amended or terminated except by an instrument in writing executed by both parties.

No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the party charged therewith. No written waiver shall excuse the performance of any act other than those specifically referred to therein and shall not be deemed or construed to be a waiver of such terms or conditions for the future or any subsequent breach thereof.

There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party shall have any right, power or authority to obligate or bind the other in any manner whatsoever, except as provided for in this Agreement, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.

This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of New York excluding the conflict of laws principles thereof. Each party hereby irrevocably and unconditionally accepts, and agrees to submit to, the exclusive jurisdiction of any state or federal court in the State of New York in respect of any dispute arising out of, based upon, or relating to, this Agreement.

If any provision of this Agreement or any part, portion or the scope of any such provision is or becomes or is deemed invalid, illegal or unenforceable under the applicable laws or regulations of any jurisdiction, then either such provision or part, portion or scope shall be deemed amended to conform to such laws or regulations without materially altering the intention of the parties or it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

Sponsor may terminate this Agreement and its sponsorship of the Event only in the event of a material breach of this Agreement by Metrostudy. If an Event is in conjunction with another industry trade show or exposition, then cancellation of such show will result in automatic cancellation of Event. Each party shall be relieved of the obligations hereunder to the extent that performance is delayed or prevented by any cause beyond its reasonable control, including without limitation, acts of God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes or any acts or orders of any governmental authority. If Metrostudy cancels the Event due to an act of God or other similar Event, Metrostudy shall refund to Sponsor all payments made by Sponsor with respect to such Event, minus all costs and expenses incurred by Metrostudy relating to such Event obligations hereunder to the extent that performance is delayed or prevented by any cause beyond its reasonable control, including without limitation, acts of God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes or any acts or orders of any governmental authority. If Hanley Wood cancels the Event due to an act of God or other similar Event, Hanley Wood shall refund to Sponsor all payments made by Sponsor with respect to such Event, minus all costs and expenses incurred by Hanley Wood relating to such Event.