Last Updated: 05/12/2024
These Exhibitor Terms & Conditions posted on the HRIMM.com website. These terms and conditions automatically apply to any contract sent by HRIMM Events, and are considered accepted upon signature, whether via electronic or physical means.
This HRIMM Exhibitor Master Terms & Conditions (this “T&C”) governs your registration as an exhibitor (“Exhibitor,” “you,” or “your”) at any HRIMM conference event held virtually online or at a physical venue (each, an “Event” and collectively, the “Events”). Exhibitor agrees to strictly adhere to all provisions set forth in (a) this T&C, (b) the exhibitor contract provided by HRIMM (“Manager,” “us,” “we,” or “our”) and executed by Exhibitor (the “Exhibitor Contract”), which may be a hard copy agreement signed by Exhibitor and returned to Manager by mail, facsimile, or email, or an electronic signature by Exhibitor using an electronic verification signature service, and (c) any supplemental terms or agreements (including the Exhibitor Handbook) applying to any Event (collectively, the “Exhibitor Agreements”). In the event of any conflict, Manager’s interpretation of the Exhibitor Agreements shall be final and binding.
- ENTIRE AGREEMENT. This T&C, together with the other portions of the Exhibitor Agreements, sets forth the entire agreement between you and Manager with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings between you and Manager relating to such subject matter. No modification of this T&C shall be binding unless in writing and signed by an authorized representative of Manager.
2. EVENTS AND VENUES. The Events are business-to-business trade shows for business owners, entrepreneurs, and related business industry professionals. Each Event will be held on the dates and times in the Exhibitor Contract and will be conducted either as a virtual Event (each, a “Virtual Event”) at a virtual venue(s) accessible online (each, a “Virtual Venue”) or as a physical Event (each, a “Physical Event”) at a physical venue(s) (each, a “Physical Venue”), unless rescheduled by us due to matters beyond our control. Manager has the sole and absolute right to reschedule any Event. The date, time, and location of each Event (whether a Physical Event or a Virtual Event) will be in the Exhibitor Contract and/or as subsequently communicated by Manager to Exhibitor. “Event” includes all activities promoted by Manager in connection with any HRIMM Expo conference event (whether at a Virtual Venue or Physical Venue), including all pre-conference and post-conference event activities. Virtual Events and Physical Events may be referred to collectively as “Events,” and Virtual Venues and Physical Venues may be referred to collectively as “Venues.”
3. SMS TEXT MESSAGES; ROBO CALLS; EMAIL BLASTS; OTHER CONTACTS. Exhibitor consents to receive communications from Manager by automated technology, and authorizes Manager or third parties to whom Manager has transferred Exhibitor’s personally identifiable information (“PII”), or who has collected PII from Exhibitor at an Event, to contact Exhibitor for advertising, marketing, reminders, and other commercial purposes, including telephone calls or text messages using any automatic telephone dialing system(s), artificial voice(s), pre-recorded call(s), and/or pre-recorded voice(s) (to Exhibitor’s mobile, home, and/or office phone numbers), email blasts, and postal mail. Exhibitor acknowledges and agrees that (a) Manager may sell or transfer Exhibitor’s contact list to third parties, who may contact Exhibitor to solicit business, and (b) once any such transfer is made, Manager has no control over the information or its use. Exhibitor must contact such third parties directly to request removal of PII. If Exhibitor has provided prior express written consent to receive automated text messages and calls, Exhibitor agrees that Manager may use PII to make such calls and text messages, regardless of any state or national do not call list. Exhibitor may not opt out of such communications.
4. EXHIBITOR REGISTRATION; MODIFICATION. By registering as an Exhibitor, you represent and warrant that you are at least eighteen (18) years of age and not a minor in your state of residence, and that, if you are executing an Exhibitor Contract and any other part of the Exhibitor Agreements on behalf of an entity, you have been duly authorized to do so. Manager reserves the right to modify its policies regarding exhibitors at any time without notice. You agree to adhere to any such new policies. If you do not agree to abide by the Exhibitor Agreements, you are not authorized to attend any Event as an exhibitor. Manager has the right to refuse Exhibitor registration for any reason.
5. NO WARRANTIES REGARDING EVENTS OR ANY SERVICES. Manager makes no representations or warranties, express or implied, regarding the number or type of persons who will register or attend each Event (including visiting your exhibitor booth(s) and/or attending workshop(s) and webinar(s)) or any services provided and/or any other matter related to any of the Events or any such services. Exhibitor acknowledges that Manager can only provide Exhibitor with registration and attendance estimates based on the registrations and attendance of prior similar Events, and that Manager is not promising that an Event or any services will have any particular attendance, registrations or demographic of attendees, open rate, click-through rate, or any financial gain, or that Exhibitor will receive any business or other results from Exhibitor’s presence at any Event or for using any services. Manager makes no representations or warranties, express or implied, regarding the number of contacts in any Event registration list or included in any email blast services. All services are provided “as is.”
6. DEADLINES. If Exhibitor purchases a promotion but fails to deliver required materials to Manager (via email, an online intake landing page website form, or otherwise) by the specified deadline, Manager will not be liable to Exhibitor, and Manager is not obligated to provide any refund or credit.
7. EXHIBITOR FEES. Exhibitor’s participation in each Event is contingent upon Exhibitor having paid in full the applicable fees in the Exhibitor Agreements (the “Exhibitor Fees”). Exhibitor may pay any portion of the Exhibitor Fees by Visa, MasterCard, American Express, Discover credit cards, PayPal, check, ACH, or wire transfer. Exhibitor authorizes Manager to charge such credit card or other payment method for all Exhibitor Fees as they become due.
8. NO REFUNDS, CANCELLATIONS, OR CHARGEBACKS. ALL EXHIBITOR FEES ARE FINAL. ONCE THE EXHIBITOR CONTRACT IS EXECUTED, THERE ARE NO REFUNDS OF THE EXHIBITOR FEES OR ANY CHARGEBACKS PERMITTED. ALL EXHIBITOR FEES ARE DUE AND PAYABLE IN FULL EVEN IF EXHIBITOR DOES NOT ATTEND ANY EVENT TO WHICH SUCH EXHIBITOR FEES APPLY. Manager has the absolute right to cancel Exhibitor’s registration to any Event and/or to remove Exhibitor and/or Exhibitor’s representatives (“Representatives”) from any Event at any time, for any reason, without any obligation to refund any portion of the Exhibitor Fees.
9. REIMBURSEMENT OF COSTS. Exhibitor is exclusively responsible for (a) obtaining all licenses, permits, and approvals, and all tax identification numbers, under local, state, or federal law applicable to Exhibitor’s participation in each Event, and (b) paying all taxes, license fees, and other charges that may become due in connection with or related to Exhibitor’s participation in each Event. Exhibitor shall pay all fees, expenses, and costs incurred by Manager, including all legal and collection services (including all reasonable attorneys’ fees) incurred by Manager in collecting any past due amounts from Exhibitor. All past due invoices are subject to the greater of (a) three percent (3%) interest per month on the past due amount owed (plus accrued interest), or (b) the maximum amount permitted by law.
10 LOCATION AND MAKE-UP OF EXHIBITOR SPACE; NO TRANSFERS. Manager has the sole and absolute right to determine the (a) eligibility of any exhibitor or Event attendee to attend (or continue to attend) any Event, and (b) appropriateness of any exhibition or other material used by an exhibitor at any Event. Manager has the right to determine and change the location of the Exhibitor Space at any time, even during an Event, without prior notice and without any liability or obligation to provide a refund or compensation to Exhibitor. Manager is not liable for any of Exhibitor’s materials left in the Exhibitor Space before, during, or after any Event and/or which are stored/shipped with Manager, and all such materials are used at Exhibitor’s own risk.
11. SPONSORS. Exhibitor may become an advertiser and/or sponsor of an Event (“Sponsor”) by undertaking sponsorship responsibilities in connection with such Event. If Exhibitor becomes a Sponsor, a supplementary agreement between Sponsor and Manager may apply.
12. EXHIBITOR CONDUCT; NON-SOLICITATION OF PERSONNEL. Exhibitor and all Representatives shall comply with all applicable laws, rules, regulations, codes, and ordinances. Exhibitor may not operate the Exhibitor Space or engage in any activity that is competitive with Manager or that annoys, endangers, or interferes with the rights of other exhibitors or attendees, as determined by Manager in its sole discretion. Exhibitor agrees, during the time as an exhibitor (including a sponsor) and for a period of five (5) years thereafter, not to, directly or indirectly, solicit or take away, or attempt to solicit or take away, any personnel of Manager, either as an independent contractor, employee, consultant, agent, partner, joint venture, or otherwise, either for itself or for any other person.
13. REGISTRATION LIST LICENSE. If Exhibitor has purchased a registration list license in the Exhibitor Contract, then in consideration of Exhibitor’s full payment of the Exhibitor Fees and for the period in the Exhibitor Contract only, Manager shall provide Exhibitor with a non-exclusive, limited license to use Manager’s applicable registrant contact information list(s) obtained by Manager from an Event or Events as indicated in the Exhibitor Contract (collectively, the “List”) (a) for Exhibitor’s own internal business use only, (b) not in any manner which could compete with Manager directly or indirectly, and (iii) only in strict compliance with all applicable laws and regulations, including but not limited to the Telephone Consumer Protection Act and the CAN-SPAM Act (the “License”). Manager does not guarantee or warrant any results from the use of the List, including any open rate, click-through rate, financial gain, or other benefit. No refunds are provided for the List. Exhibitor acknowledges that the List is the sole and exclusive property of Manager.
14. EMAIL BLAST SERVICES. If Exhibitor has purchased email blast services in the Exhibitor Contract, then in consideration of Exhibitor’s full payment of the applicable fees and for the period in the Exhibitor Contract only, Manager shall provide Exhibitor with email blast services on behalf of Exhibitor for Exhibitor’s advertising campaigns sent to Manager’s email database for the Events in the Exhibitor Contract. Manager does not guarantee or warrant any results from the services, including any open rate, click-through rate, financial gain, or other benefit. No refunds are provided for such services.
15. MUSIC LICENSING. Exhibitor agrees not to permit any copyrighted musical work to be staged, produced, or performed, via either “live” or mechanical means, in connection with any Event unless Exhibitor has previously obtained written permission from the copyright owner or the copyright owner’s designee (e.g., ASCAP, BMI, or SESAC) of such work for such use. Exhibitor accepts full and complete responsibility for fulfilling all obligations under any agreement permitting the public performance or other use of any such musical work, or its failure to secure any such rights, including all obligations to obtain public performance rights and/or to accurately report data and pay royalty fees.
16. SPECIAL REQUESTS. All special requests by Exhibitor and any Representatives, such as requests for seeing-impaired or hearing-impaired interpreters, must be delivered in writing to Manager no less than thirty (30) days prior to such Event. Manager’s decision regarding any special request is final.
17. THIRD PARTIES AND ADDITIONAL ITEMS FOR PURCHASE. Exhibitor’s participation, correspondence, or business dealings with any third party in connection with or related to any Event, or otherwise (regarding payment and delivery of specific goods and services or otherwise), and any terms, conditions, covenants, representations, or warranties associated with such dealings, are solely between Exhibitor and such third party or parties. Manager is not responsible or liable, directly or indirectly, for links to any third-party websites or any interaction with any third party with whom Exhibitor connects through the Platform or at any Event. Additional items, such as electrical/power drops, internet drops, Wi-Fi, advertising, set-up and/or dismantle labor, material handling and drayage, furniture, and other items, are available for purchase from Manager. By purchasing these additional items from Manager, Exhibitor agrees to these Terms and Conditions, and no refunds or chargebacks are allowed. Exhibitor agrees that any labor ordered to set up or dismantle an exhibitor booth must be ordered directly through Manager, and no outside labor is permitted. Exhibitor may not use Manager’s loading dock and/or 4-wheel dollies at venues without Manager’s consent and payment of material handling and drayage fees based on the size and weight of booth materials.
18. PLATFORM AND CONTENT. The platform through which each Virtual Venue is provided to Exhibitor (the “Platform”) is operated by a third-party service. As between Exhibitor and Manager, Manager owns all text, messages, comments, files, icons, images, tags, notes, links, photographs, audio, video, and other content appearing on or provided through the Platform (collectively, “Content”), whether posted by Manager or any third party. Any content uploaded or provided by Exhibitor through the Platform (“Your Content”) is owned by Exhibitor, subject to the rights granted to Manager below.
19. YOUR CONTENT. Exhibitor agrees that: (a) Manager has no obligation to use or respond to any of Your Content; (b) providing Your Content to Manager does not impose any obligation on Manager, whether of confidentiality, attribution, compensation, or otherwise; (c) all Your Content shall be accurate and correct and will not violate any person’s copyright, trademark, patent, trade secret, right of publicity, right to privacy, or any other legal right, (d) Exhibitor shall pay all royalties, fees, and other monies owing any person by reason of any of Your Content, (e) Your Content may be subject to size and usage limitations, and (f) Exhibitor shall not use the Platform in any manner that is intended to harm Manager or any Event.
20. QUALITY AND REVIEW OF YOUR CONTENT. Manager has no obligation to review, monitor, check, or investigate any of Your Content and does not guarantee the accuracy, integrity, or quality of any of Your Content or any other person’s Content. Manager is not responsible for any Content not created and posted by Manager or the accuracy or opinions expressed in any such Content. Manager has the absolute right (but not the obligation) to (a) pre-screen, monitor, review, flag, filter, alter, edit, refuse to post, and/or remove any and all of Your Content in Manager’s sole discretion, and (b) disclose Your Content and the circumstances surrounding its transmission to any third party for any reason, as determined by Manager in our sole discretion.
21. PROPRIETARY RIGHTS. Content provided by Manager or its third-party licensors is protected by copyright, trademark, and other laws of the United States and/or other jurisdictions. Other than for Your Content and third-party trademarks appearing at any Event, Exhibitor acknowledges and agrees that (a) as between Exhibitor and Manager, all right, title, and interest (including all copyright, trademark, patent, trade secret, and other intellectual property rights) in and to each Event (including all Content appearing in connection with such an Event) is owned by Manager, and (b) Exhibitor has no rights in and to any Event or the Platform other than for Your Content as expressly set forth in this T&C.
22. GRANT OF LICENSE TO YOUR CONTENT. By posting Your Content to the Platform, Exhibitor automatically grants, and represents and warrants that it has the right to grant to Manager, a non-exclusive, perpetual, irrevocable, sub-licensable (through multiple tiers), assignable, fully-paid, royalty-free, and worldwide license to use, copy, modify, adapt, publish, make, sell, create derivative works of or incorporate into other works all of Your Content (in whole or in part), distribute (through multiple tiers), publicly perform or display all of Your Content (in whole or in part), in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing through multiple tiers of sub-licensees.
23. TRADEMARKS AND BRANDING. “HRIMM” are trademarks of Manager. All other trademarks referenced on the Platform or in connection with any Event are the property of their respective owners. Exhibitor grants to Manager the right and license to copy, modify, exhibit, display, and use Exhibitor’s trademarks, logos, brands, and names as needed for Manager to carry out Exhibitor’s requests to act as an exhibitor and/or sponsor at an Event, per the Exhibitor Agreement. If Exhibitor has not provided Manager with Exhibitor’s branding (i.e., business name and logo) for an upcoming promotion, Exhibitor authorizes (but does not obligate) Manager to copy and use Exhibitor’s branding found at Exhibitor’s website. If Manager does not use Exhibitor’s logo or other branding, Exhibitor shall not receive any refund.
24. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. EXHIBITOR’S PARTICIPATION IN EACH EVENT AND USE OF ANY OF OUR PRODUCTS/SERVICES IS “AS IS,” “AS AVAILABLE,” AND AT EXHIBITOR’S SOLE RISK. NONE OF THE MANAGER PARTIES SHALL HAVE ANY LIABILITY, OBLIGATION, OR RESPONSIBILITY TO EXHIBITOR, ANY OF ITS REPRESENTATIVES, OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, RELATED TO EXHIBITOR’S PARTICIPATION IN ANY EVENT OR USE OF ANY OF OUR PRODUCTS/SERVICES. NONE OF THE MANAGER PARTIES ARE RESPONSIBLE FOR ANY THEFT, LOSS, OR DAMAGE TO ANY OF EXHIBITOR’S EQUIPMENT, BELONGINGS, OR OTHER PROPERTY (OR ANY EQUIPMENT, BELONGINGS, OR OTHER PROPERTY OF ANY OF EXHIBITOR’S REPRESENTATIVES), AND NONE OF THE MANAGER PARTIES MAKES ANY REPRESENTATION, WARRANTY, GUARANTEE, OR PROMISE, EXPRESS OR IMPLIED, REGARDING ANY EVENT, PRODUCT/SERVICE, OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES REGARDING THE SAFETY OR SUCCESS OF ANY EVENT OR PRODUCT/SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS T&C OR ANY OTHER PART OF THE EXHIBITOR AGREEMENTS, IN NO EVENT SHALL MANAGER OR ANY OF THE OTHER MANAGER PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES IN CONNECTION WITH OR OTHERWISE RELATED TO ANY SUCH PARTY’S INVOLVEMENT IN AN EVENT OR EVENTS OR OTHERWISE ANY SUCH PARTY’S INVOLVEMENT WITH EXHIBITOR OR ANY OF THE OTHER MANAGER PARTIES. THE ENTIRE LIABILITY OF MANAGER AND THE OTHER MANAGER PARTIES COLLECTIVELY, AND EXHIBITOR’S EXCLUSIVE REMEDY FOR ANY DAMAGES, IS LIMITED TO THE LESSER OF (A) ONE-TENTH (1/10) OF THE AGGREGATE EXHIBITOR FEES PAID TO MANAGER BY EXHIBITOR FOR THE PARTICULAR EVENT, PRODUCT, OR SERVICE IN CONNECTION WITH WHICH THE CLAIM FOR SUCH LIABILITY IS BASED, OR (B) FIVE HUNDRED DOLLARS ($500.00). AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE ABOVE LIMITATIONS IN THIS SECTION 23 MAY NOT APPLY TO EXHIBITOR.
25. INDEMNIFICATION. Notwithstanding anything to the contrary in this T&C, Exhibitor shall indemnify, defend, and hold harmless Manager and each of the other Manager Parties from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and disbursements and all other associated costs of a lawsuit or lawsuits), arising out of, in connection with, or related to (a) any breach by Exhibitor (or any representative of Exhibitor) of any representation, warranty, or covenant, or undertaking of any obligation, made by Exhibitor in this T&C or any other portion of the Exhibitor Agreements, (b) any use of the Materials by Manager for the purposes described in this T&C or any other portion of the Exhibitor Agreements, and/or (c) any liability caused (in whole or part) by any act or omission of Exhibitor or any Representative. Exhibitor shall use counsel acceptable to Manager in fulfilling Exhibitor’s indemnification obligations. Any Manager Party covered by the provisions of this Section 24 shall reasonably cooperate with Exhibitor and shall at all times have the right to fully participate in such defense with its own counsel and at its own expense. Exhibitor shall not enter into any settlement that imposes any liability or obligation on any of the Manager Parties or contains any admission or acknowledgment of any wrongdoing by any such party (whether in tort or otherwise), without each such Manager Party’s prior written consent, which consent may be withheld in Manager’s sole discretion.
26. INSURANCE. Exhibitor shall obtain and maintain (at Exhibitor’s sole expense) in force for each Event at a Physical Venue for Exhibitor and all its Representatives general liability insurance, including coverage for personal injury, operation of equipment and products, and property damage, with limits no less than $3,000,000 per occurrence and $5,000,000 in the aggregate. Before beginning any work or undertaking any efforts in connection with or related to any Event at a Physical Venue, Exhibitor shall provide Manager with an original, signed insurance certificate naming Manager and the applicable Physical Venue operator as additional insureds under Exhibitor’s general liability insurance policy for the duration of the Event. Exhibitor acknowledges that Manager does not maintain any insurance covering Exhibitor’s property, and that it is the sole responsibility of Exhibitor to obtain business interruption and property damage coverages for any losses of Exhibitor including its Representatives.
27. NOTICES. All communications must be in writing and sent by postal mail to Manager at HRIMM (A project of TraceXpert Solutions, Inc.), mailing address: 600, N Main Street, #1021, Euless, TX 76039. USA with a copy by email to: Events@HRIMM.com, and to Exhibitor using the contact information in the Exhibitor Contract. During an Event, such communications may be delivered by hand to an authorized representative of Exhibitor or Manager.
28. GOVERNING LAW; JURISDICTION. This T&C and the other portions of the Exhibitor Agreements shall be governed and construed under the laws of the State of Texas, excluding Texas’s choice-of-law principles, and all claims arising out of or related to this T&C and otherwise any other portion of the Exhibitor Agreements, or the breach thereof, whether sounding in contract, tort, or otherwise, shall likewise be governed by the laws of the State of Texas, excluding Texas’s choice-of-law principles. Exhibitor irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Tarrant County, Texas.
29. ARBITRATION; LEGAL FEES; NO CLASS CLAIMS. Any dispute with you or any person acting on your behalf which arises out of or is related to your attendance at any Event, this T&C, or any other portion of the Exhibitor Agreements, and/or any other understanding or arrangement between you and Manager or any of the other Manager Parties, or any breach of any of the foregoing (collectively, “Potential Claims”) shall be finally resolved by binding arbitration administered by a single arbitrator of the American Arbitration Association (“AAA”) under its Commercial Rules (the “Commercial Rules”), and judgment upon the award rendered by such arbitration may be entered in any court having jurisdiction. YOU AND MANAGER ARE EXPRESSLY WAIVING ANY RIGHTS TO A JURY TRIAL PERTAINING TO ANY OF THE POTENTIAL CLAIMS. The arbitration will be conducted in the State of Texas, by an arbitrator with applicable industry expertise in the field of event management services, who shall be named in accordance with the Commercial Rules. The award of the arbitrator shall be final and binding on Exhibitor and Manager. All information concerning such arbitration proceedings, including all evidence and materials submitted by Exhibitor and Manager and any decision rendered, shall be deemed confidential information and shall not be made public by Exhibitor or any person acting on Exhibitor’s behalf or for its interest (and any submission made to any court as part of such a proceeding shall be made under seal if possible). However, if the AAA refuses to hear the arbitration under the Commercial Rules, then Exhibitor and Manager agree to have the arbitration conducted by a retired judge in Tarrant County, Texas. The prevailing party in any such arbitration or litigation shall be entitled to an award of reasonable attorneys’ fees and expenses, and the arbitrator shall award such fees. EXHIBITOR AGREES THAT ANY POTENTIAL CLAIM SHALL BE ADJUDICATED ONLY IN AN INDIVIDUAL ARBITRATION. EXHIBITOR WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
30. SEVERABILITY. If any provision of this T&C or any other portion of the Exhibitor Agreements is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.
31. FORCE MAJEURE. Neither party shall be liable for any failure or delay in performance under the Exhibitor Agreements (other than for the payment of money) due to causes beyond its reasonable control, including acts of God, war, riot, fire, flood, earthquake, hurricane, tornado, sinkhole, act of terrorism, epidemic, pandemic, quarantine restrictions, civil commotion, insurrection, labor unrest, or strike (each, a “Force Majeure Event”); provided that the affected party (a) gives the other party prompt written notice of the Force Majeure Event and its expected duration, and (b) uses commercially reasonable efforts to resume performance as soon as possible. If Manager is the affected party, Manager shall have the right to determine, in its sole and absolute discretion, whether Exhibitor Fees already paid or due for such canceled Event shall be used for any future Event.
