Case 1:19-cv-07900 Document 1 Filed 08/22/19 Page 1 of 13

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
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|
CROWN STERLING LIMITED LLC, | ECF Case No. 19 CV 7900
|
| COMPLAINT
Plaintiff, |
| Jury Trial Demanded
v. |
|
UBM LLC a/k/a BLACK HAT USA |
and DOES 1-10, |
|
|
|
Defendants. |
|
--------------------------------------------------------------X

1. Plaintiff Crown Sterling Limited LLC (“Crown Sterling” or “Plaintiff”), as and

for its complaint against Defendants UBM LLC aka Black Hat USA and DOES 1-10, alleges as

follows:

NATURE OF THE ACTION

2. Crown Sterling brings this action against Black Hat USA, the owner, organizer

and promoter of the Black Hat USA 2019 cryptography industry conference, to remedy Black

Hat USA’s breaching its sponsorship agreement with Crown Sterling and the implied covenant

of good faith and fair dealing arising therefrom, and for other wrongful conduct, actions and

omissions, as described more fully herein.

PARTIES

3. Crown Sterling is a Delaware limited liability company having its principal place

of business at 4040 MacArthur Boulevard, Newport Beach, CA 92660.

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4. Defendant Black Hat USA is a Delaware limited liability company having a place

of business at 2 Penn Plaza, 15th Floor, New York, NY 10121.

5. Defendants DOES 1 through 10 inclusive currently are unknown to Plaintiff; as

such, Plaintiff identifies those defendants in this action with fictitious names. Plaintiff is

informed and believes that each of the defendants designated as DOES is legally responsible at

least in part for the events and actions constituting the conduct damaging Plaintiff. Plaintiff will

seek to amend this Complaint to identify and include the actual names and capacities of such

defendants after Plaintiff has determined such data.

JURISDICTION AND VENUE

6. Jurisdiction is proper under 28 U.S.C. § 1332. On information and belief after

reasonable inquiry, Plaintiff’s membership is completely diverse from Black Hat USA’s

membership and the amount in controversy exceeds $75,000 exclusive of interest and costs.

7. Venue is proper in this District under 28 U.S.C. § 1391(b)(1), in that Black Hat

USA maintains its principal office and place of business in the State of New York.

BACKGROUND

8. This action concerns the abject failure of Black Hat USA, the organizer of Black

Hat USA 2019, a celebrated and highly attended information security industry conference, to live

up to its declared mission statement of fostering an open community, and Black Hat USA’s

refusal to conform to its own code of conduct to ensure a respectful, collaborative, and

considerate forum for industry participants to exchange and promote their ideas and business

platforms.

9. Black Hat USA’s failure was occasioned by a premeditated, orchestrated attack

on Plaintiff Crown Sterling at Black Hat USA 2019, staged by certain industry detractors and

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competitors. Plaintiff Crown Sterling was not simply a participant at the conference. Crown

Sterling was a sponsor. In purchasing the highest (“gold”) sponsorship package, Crown Sterling

went all in to support the Black Hat conference, trusting that Black Hat USA reasonably would

stand by its high standards. But it did not.

10. Rather than treat Crown Sterling with the respect due any participant or member

of the public attending the Black Hat conference, Black Hat USA looked the other way when a

small group of detractors staged a coordinated harassment of Crown Sterling’s scheduled talk,

which was part of its sponsorship package.

11. This small group of detractors used this staged “event” to initiate a smear

campaign on social media during the conference and immediately after. In that campaign, these

detractors defamed Crown Sterling, questioning both its integrity and its cryptography solutions,

which they described in one publication as “Snake Oil Crypto.” Black Hat USA’s response fell

well below the community standards which they espoused. Rather than treat Crown Sterling, a

sponsor of the conference, with respect due all conference participants, Black Hat USA did the

opposite. It made public statements and took actions which had the direct effect of validating the

defamatory attacks on its own sponsor, rendering Crown Sterling’s sponsorship agreement a

nullity, and causing damage to Crown Sterling.

12. As a consequence of Black Hat USA’s acts and omissions, at the very least,

Crown Sterling was denied the benefit of its bargain under the Sponsorship Agreement for

reasons entirely within Black Hat USA’s control.

CROWN STERLING BECOMES A GOLD SPONSOR OF BLACK HAT USA 2019

13. The Black Hat USA conference is widely regarded as the premier conference for

information security (“infosec”) industry participants. It is the “see and be seen” event for such

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participants, boasting the attendance annually of all or nearly all players of any significance in

the information security space. Also attracting the journalists and analysts who follow the infosec

space, the annual Black Hat conference is the de facto venue of choice for launch of new infosec

products, services and ideas.

14. The Black Hat USA 2019 conference was held at the Mandalay Bay Hotel in Las

Vegas from August 3, 2019 through August 9, 2019. On its website, Black Hat positioned the

conference thusly: “Now in its 22nd year, Black Hat USA is the world’s leading information

security event, providing attendees with the very latest in research, development and trends.

Black Hat USA 2019 opens with four days of technical Trainings (August 3-6) followed by the

two-day main conference (August 7-8) featuring Briefings, Arsenal, Business Hall and more.”

In addition, “[t]his year, over 20,000 information security professionals from around the world

came together for innovative research, skill-developing courses and community building.”

15. Crown Sterling, a start-up company, is developing a novel, next-generation

information security encryption solution that it believes will supplant the current industry

standard RSA encryption platform and usher a new era and paradigm shift in data encryption.

This, at a time when data breaches are becoming more prevalent and costly, individuals’ privacy

rights are under siege, and the protection of personally identifiable information is becoming more

important to individuals, who themselves are becoming more sophisticated and guarded

concerning such matters.

16. Crown Sterling decided to participate in Black Hat USA 2019 to introduce its

next-generation cryptography solution, which it hopes might replace the current standard RSA

encryption platform and contribute to greater data security for companies and individuals.

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17. The Black Hat USA 2019 conference would be the first time that Crown Sterling

participated in a Black Hat conference. About two dozen of Crown Sterling’s employees spent

months preparing to do so. Crown Sterling and its employees at every level, from the Chief

Executive Officer down to administrative assistants, were eager to participate in what by all

accounts promised to be a spirited engagement in and with the information security industry at

Black Hat USA 2019.

18. Precisely because Crown Sterling was innovating away from the current RSA

encryption standard, Crown Sterling expected some participants’ skepticism. Crown Sterling

understood that many of the Black Hat participants are highly invested and entrenched in the

RSA encryption model, and that Crown Sterling’s methodology will disrupt that model (which

was developed in the 1970s), transforming how digital information will be encrypted and

protected. Indeed, Crown Sterling welcomed the opportunity to participate in the premier forum

for healthy debate about these matters. That respectful dialogue, Black Hat’s organizers assured

Crown Sterling, was the very hallmark of the Black Hat conference.

19. Keenly aware that many of its Black Hat participants routinely and vocally assert

impassioned and opinionated stances on matters impacting the encryption field, Black Hat also

has distinguished and promoted itself as a champion of and forum for free, fair, professional and

respectful debate of such matters. Indeed, Black Hat has promulgated its Code of Conduct (a

copy of which is attached as Exhibit 1 and also available for public view at Black Hat’s website

at https://www.blackhat.com/code-of-conduct.html), which sets forth the high professional

standards expected of its participants and also the penalties and remedies for participants’

violations thereof.

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20. Among other standards mandated, Black Hat’s Code of Conduct makes clear to

the general public and to conference attendees and sponsors alike, that all participants in the

Black Hat conference must behave in a manner that is respectful, considerate and collaborative,

not demeaning, discriminatory, harassing or abusive. Black Hat’s Code of Conduct lists

unacceptable behavior in detail. Among other things, it prohibits “[i]ntimidating, harassing,

abusive, discriminatory, derogatory, or demeaning materials or conduct by any attendees of the

event and related event activities…” and “sustained disruption of talks or events (whether verbal

or otherwise)” and physical, written, verbal or other abuse, intimidation, threats.”

21. Based on Black Hat USA’s encouragement, its Code of Conduct, and its avowed

ethos of holding an open, fair and respectful conference, Crown Sterling entered into a

Sponsorship Agreement with Black Hat USA whereby Crown Sterling paid Black Hat USA

$115,000 to be a gold sponsor at Black Hat USA 2019, operate an exhibition booth at the two-

day conference, and give a scheduled, promoted talk in what Black Hat USA called a

Sponsorship Session. A true copy of the Crown Sterling’s Sponsorship Agreement with Black

Hat USA is attached hereto as Exhibit 2.

22. Well in advance of the Black Hat USA 2019 conference, Crown Sterling

submitted the title of its scheduled talk to the Black Hat conference organizers and provided

links to articles and a website that related to the content of the talk. Black Hat had ample

opportunity to vet the talk. No one from or associated with the Black Hat conference at any time

questioned the talk’s subject matter or inquired further about it.

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DETRACTORS AT THE CONFERENCE STAGE A DISRUPTION OF CROWN

STERLING’S TALK AND INITIATE A SMEAR CAMPAIGN

23. As discussed herein, a small group of detractors staged an apparent premeditated

attack on Crown Sterling’s credibility and viability as a company. Moreover, as discussed

herein, this small group of detractors acted with a degree of brazenness strongly suggesting that

they had received tacit if not explicit permission to aggressively smear Crown Sterling’s

reputation at the Black Hat conference. These events unfolded as follows.

24. Crown Sterling on the afternoon of August 9 presented a sponsored session,

presented by Crown Sterling’s founder Robert Grant entitled “The 2019 Discovery of Quasi-

Prime Numbers: What Does This Mean for Encryption?” The room was filled to capacity with

conference attendees.

25. Excitement over Crown Sterling’s presence at the Black Hat conference had been

building. In two days of the conference, Crown Sterling’s Booth had received 477 inquiries,

from companies including, IBM, Microsoft, BEA Systems, and other highly desirable potential

customers, consultants and valued added resellers. Apparently, Crown Sterling’s competitors

and detractors had taken note of the substantial and growing interest and high level of

engagement at Crown Sterling’s exhibitor booth.

26. At the conclusion of Crown Sterling’s presentation, one of the detractors stood up

and angrily addressed the room, seizing the floor, so to speak. He shouted accusations that

Crown Sterling were fraudsters. He threatened that Black Hat itself would “take them down.”

This statement seemed absurd, but later proved uncannily revealing.

27. Crown Sterling also did not anticipate that this heckler would address its

employees who were present, yelling at them that they should be ashamed for participating in a

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fraud and urging them to quit. This attack took Crown Sterling and its employees aback and by

complete surprise. What about Black Hat’s vaunted Code of Conduct? How could such

slanderous conduct be allowed? Was it not demeaning to every single person in attendance, each

of who could be presumed to possess both intellect and reason sufficient to form their own

judgments? And indeed, many attendees had the same response, imploring the rabble rouser to

stop the disruption and conduct himself appropriately. Those pleas went unheeded.

BLACK HAT USA SIDES WITH CROWN STERLING’S DETRACTORS, AFFIRMING

THE ABUSIVE CONDUCT DIRECTED AT ITS EVENT SPONSOR

28. Subsequent events leave little doubt that the disruption of Crown Sterling’s talk

was orchestrated and planned by a small group of industry detractors, and was not the action of a

single bad actor. Perhaps it is not surprising that industry participants, whose income and

relevance are entrenched in the status quo, fear disruption, especially in the tech space.

29. Immediately following the talk, the small group of detractors initiated a Twitter

storm directed at attendees of the Black Hat conference, in which they began seeding defamatory

accusations about Crown Sterling.

30. This so-called “protest” at Crown Sterling’s talk, and the resulting defamatory

Twitter Storm, immediately invited coverage from tech publications, including PC Magazine,

which hastily published an article on August 10, 2019 entitled “Black Hat Attendees: Sponsored

Session was ‘Snake Oil Crypto’.” Notably, for its source, the article relied heavily on interviews

and statements by two of the detractors responsible for the disruption of Crown Sterling’s

sponsored session – the very persons who had openly initiated a smear campaign on Twitter.

31. In the face of all of this, Black Hat USA, as the Black Hat conference organizer

and party with whom Crown Sterling entered the Sponsorship Agreement, had an obligation both

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to conference attendees and to Crown Sterling to ensure that Crown Sterling, as a participant and

a sponsor, was treated only with respect and dignity. Black Hat USA also had an obligation to

provide Crown Sterling the benefit of its bargain, which was to be able to use its exhibitor booth

and its sponsored session as means to invite fair, open, considerate and non-abusive dialog

regarding its technology breakthrough, and to attract prospective clients, collaborators and

business partners.

32. Crown Sterling never could have anticipated what happened instead: Black Hat

USA itself, rather than enforcing its own Black Hat protocol and Code of Conduct, and rather

than renouncing the abusive conduct and demanding civility and decorum, instead made good on

that detractor’s threat to “take Crown Sterling down” by publicly stating that it had taken down

Crown Sterling’s presentation materials from its event website. In fact, this statement was false.

Black Hat USA had never posted the Crown Sterling materials on its website, and presumably

did not know its contents when it subsequently purported to have screened them after the fact,

and based on this screening which never occurred, taken them down. What Black Hat USA did

do, however, is take down any mention of Crown Sterling’s participation in the event from its

website, essentially disavowing their presence and vitiating the very essence of the Sponsorship

Agreement.

33. Black Hat also sided with the detractors in the most public of ways, providing a

statement for the very PC Magazine article that served as a mouthpiece for those conference

detractors. In its statement, Black Hat USA confirmed that it would take down Crown Sterling’s

content from its website, and it disavowed Crown Sterling as a sponsor. By doing so, Black Hat

USA unfairly and inappropriately placed its imprimatur on the abusive sponsored session

disruption and the defamatory smear campaign that followed shortly thereafter.

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34. Instead of observing and enforcing its Black Hat Code of Conduct, which it used

to induce Black Hat USA to enter into the Sponsorship Agreement, Black Hat USA closed ranks

with certain industry insiders in an effort to embarrass and ostracize Crown Sterling from the

entrenched data security community. By doing so, Black Hat USA turned its espoused ethos of

fostering an open community characterized by fair-minded dialog into empty words, and it

violated the purpose and spirit of its Sponsorship Agreement with Crown Sterling. Crown

Sterling, however, at all times complied with the Sponsorship Agreement as well as Black Hat

USA’s Code of Conduct.

35. By means of its actions and omissions, and in ways that will be more deeply

investigated and understood in discovery and at trial, Black Hat USA deprived Crown Sterling of

the benefit of its bargain under the Sponsorship Agreement

36. When the dust settled, as it often does, Crown Sterling reached out to Black Hat

USA in good faith to try to resolve this matter amicably. Understandably, Crown Sterling asked

for a refund of its sponsorship fee (seeking nothing for the countless hours of its staff time

invested and out of pocket expenses incurred for travel, booth construction, and all other

ancillary conference needs). Crown Sterling also asked Black Hat to issue a public statement

clarifying its neutral position concerning Crown Sterling’s encryption technology and

denouncing the detractors’ abusive actions undertaken on its watch. Black Hat USA declined to

do so, leaving Crown Sterling no choice but to seek vindication in this Court.

FIRST CLAIM FOR RELIEF

(Breach of Contract)

37. Plaintiff repeats and re-alleges the allegations set forth in paragraphs 1-36 hereof

with the same force and effect as if fully set forth herein.

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38. Plaintiff has performed all conditions, covenants, and promises required to be

performed by Plaintiff in accordance with the terms of the Black Hat Sponsorship Agreement

alleged herein.

39. As detailed above, Defendant has breached the Black Hat Sponsorship Agreement

by, among other things:

• conducting itself in a manner that directly negated any and all benefits of the gold

sponsorship program that Crown Sterling paid for;

• unreasonably refusing to prevent or mitigate the disruptive conduct of Crown

Sterling’s detractors at and in connection with the Black Hat USA 2019 Event;

• accepting without comment Crown Sterling’s sponsored talk materials months in

advance of the event, without providing any feedback or imposing any requirement on

their content, and then issuing a public statement post-event in PC Magazine to disavow

the content of the sponsored talk;

40. As a direct and proximate result of Defendant’s breaches of the Black Hat

Sponsorship Agreement as aforesaid, Plaintiff has suffered, and will continue to suffer, monetary

damages in an amount to be proven at trial.

SECOND CLAIM FOR RELIEF

(Breach of Implied Covenant of Good Faith and Fair Dealing)

41. Plaintiff repeats and re-alleges the allegations set forth in paragraphs 1-40 hereof

with the same force and effect as if fully set forth herein.

42. Plaintiff has performed all conditions, covenants, and promises required to be

performed by Plaintiff in accordance with the terms of the Black Hat Sponsorship Agreement

alleged herein.

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43. Defendant has breached the covenant of good faith and fair dealing implied in the

Sponsorship Agreement by unfairly interfering with Plaintiff’s right to receive the benefits of the

Sponsorship Agreement by, among other things:

• conducting itself in a manner that directly negated any and all benefits of the gold

sponsorship program that Crown Sterling paid for;

• unreasonably refusing to prevent or mitigate the disruptive conduct of Crown

Sterling’s detractors at and in connection with the Black Hat USA 2019 Event;

• accepting without comment Crown Sterling’s sponsored talk materials months in

advance of the event, without providing any feedback or imposing any requirement

on their content, and then issuing a public statement post-event in PC Magazine to

disavow the content of the sponsored talk;

44. As a direct and proximate result of Defendant’s breaches of the implied covenant

of good faith and fair dealing as aforesaid, Plaintiff has suffered, and will continue to suffer,

monetary damages in an amount to be proven at trial.

///

///

///

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PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment against the Defendant as follows:

A. For monetary damages in an amount to be determined at trial;

B. That Plaintiff be awarded all pre-judgment interest allowable by law; and

C. For such further relief as the Court deems just and proper.

Respectfully submitted this 22nd day of August 2019.

By: /s/ Michael I. Katz

MASCHOFF BRENNAN
100 Spectrum Center Dr., Suite 1200
Irvine, CA 92618
Telephone: (949) 202-1900
Facsimile: (949) 453-1104
Email: mkatz@mabr.com

By: /s/ Joshua R. Bressler

BRESSLER LAW PLLC

3 West 35th Street, 9th Floor
New York, NY 10001
Telephone: (917) 969-4343
Facsimile: (917) 591-7111
Email: jrb@jrblaw.com

Attorneys for Plaintiff

Crown Sterling Limited LLC

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EXHIBIT 1
8/22/2019 Black1-1
Case 1:19-cv-07900 Document Hat | Code of Conduct
Filed 08/22/19 Page 2 of 3
USA Europe Asia Trainings Archives Sponsorships Press About

BLACK HAT | CODE OF CONDUCT UPCOMINGEVENTS

Black Hat Virginia Trainings

Contact Information October 17-18, 2019
To report an issue or Code of Conduct violation please contact codeofconduct@blackhat.com.

You may also reach out to Event Management directly: Black Hat Japan Trainings
October 24-25, 2019
Steve Wylie, General Manager, swylie@blackhat.com

Marissa Parker, Project Manager, marissa.parker@ubm.com Black Hat Europe

December 2-5, 2019

In any emergency situation please call the authorities immediately via the house phones or directly.
Black Hat Asia
March 31-April 3, 2020

Purpose
Black Hat USA
We believe our community should be truly open for everyone. As such, we are committed to providing a friendly, safe and welcoming August 1-6, 2020
environment for all, regardless of gender, sexual orientation, disability, ethnicity, or religion.

This code of conduct outlines our expectations for participant behavior, as well as the consequences for unacceptable behavior.

We invite all sponsors, speakers, attendees, media, exhibitors and other participants to help us realize a safe and positive conference
experience for everyone. LATESTINTEL

All determinations of appropriate or inappropriate behavior are in UBM's sole discretion and the decision(s) of the UBM representatives
View All Intel Posts for Blogs and
on-site will be final.
Conference Updates
In any emergency situation please call the authorities immediately via the house phones or directly.

Expected behavior includes, but is not limited to:

SHOWCOVERAGE
Be considerate, respectful, and collaborative.

Refrain from demeaning, discriminatory or harassing behavior, materials and speech.

Black Hat in the News
Be mindful of your surroundings and of your fellow participants. Alert conference organizers if you notice a dangerous situation or
someone in distress.

STAYCONNECTED
Unacceptable behavior & materials include, but are not limited to:
Intimidating, harassing, abusive, discriminatory, derogatory, or demeaning materials or conduct by any attendees of the event and Sign up to receive information about
related event activities. Many event venues are shared with members of the public; please be respectful to all patrons of these upcoming Black Hat events including
locations. Briefings, Trainings, speakers, and
important event updates.
Harassment includes: offensive comments (verbal, written, or otherwise) related to gender, sexual orientation, race, religion,
disability; inappropriate use of nudity and/or sexual images in public spaces (including presentation slides); deliberate intimidation,
 
stalking or following; harassing materials, photography or recording; sustained disruption of talks or other events (whether verbal or
otherwise); inappropriate physical contact, and unwelcome sexual attention. REVIEWBOARD
Wearing clothing that is not suitable for a professional work environment, that is provocative, or otherwise potentially offensive.

Physical, written, verbal or other abuse, intimidation, threats, annoyance, harassment, stalking, pushing, shoving or use of any
physical force whatsoever against any person, which in any way creates a disturbance that is disruptive or dangerous, or creates
apprehension in a person, as determined by UBM and its show management, in their sole discretion.
Possession of any item that can be used as a weapon, which may cause danger to others if used in a certain manner.

Any boisterous, lewd or offensive behavior or language, including but not limited to using sexually explicit or offensive language,
materials or conduct, or any language, behavior or content that contains profanity, obscene gestures, or racial, religious or ethnic
slurs.
Possessing any open can, bottle or other receptacle containing any alcoholic beverages, except in areas specifically designated for
the consumption of alcohol. Please drink responsibly. View All 24 Review Board Members
Possessing any illegal substance, including but not limited to narcotics, marijuana, or other illegal drugs. UBM does not tolerate the
use or abuse of illegal substances anywhere in the Venue.
Smoking – other than in designated areas. TRAINING REVIEWBOARD
Assembling for the purpose of, or resulting in, disturbing the peace, or committing any unlawful act or engaging in any offensive
behavior.
Failure to obey any rules or regulations of the Venue.

Consequences of unacceptable behavior

Unacceptable behavior will not be tolerated whether by other attendees, media, speakers, volunteers, organizers, venue staff, sponsors,
or exhibitors.

https://www.blackhat.com/code-of-conduct.html 1/2
8/22/2019 Black1-1
Case 1:19-cv-07900 Document Hat | Code of Conduct
Filed 08/22/19 Page 3 of 3
Anyone asked to stop unacceptable behavior is expected to comply immediately.

If a participant engages in unacceptable behavior, the conference organizers may take any action they deem appropriate, including
expulsion from the conference without warning or refund and contacting the authorities as necessary.

View Training Review Board Members

What to do if you witness or are subjected to unacceptable behavior
In any emergency situation please call the authorities immediately via the house phones or directly.
If you are subjected to unacceptable behavior, notice that someone else is being subjected to unacceptable behavior, or have any other
concerns, please notify a conference organizer as soon as possible. All reports will remain completely confidential.

Event Staff will be available to help participants contact venue security or local law enforcement, to provide escorts, or to otherwise assist
those experiencing unacceptable behavior to feel safe for the duration of the conference. You can report unacceptable behavior to any
member of staff. Staff can be found in the Show Office onsite or you may email one of the contacts below.

Scope
We expect all conference participants (staff, sponsors, volunteers, speakers, attendees, and other guests) to abide by this code of conduct
at all conference venues and conference-related social events.

The above policies may be revised at any time by UBM LLC and are non-negotiable. This Code of Conduct is without prejudice to UBM
LLC's rights, all of which it expressly reserves.
 

SUSTAINING PARTNERS

Technology Group COMMUNITIES SERVED WORKING WITH US

Black Hat Enterprise Connect ICMI No Jitter Content Marketing Advertising Contacts
Content Marketing Institute GDC InformationWeek Service Management World Enterprise IT Event Calendar
Content Marketing World Gamasutra Interop XRDC Enterprise Communications Tech Marketing
Dark Reading HDI Network Computing Game and VR Development Contact Us
Information Security Licensing
IT Services & Support

Terms of Service | Privacy Statement | Copyright © 2019 UBM, All rights reserved.

https://www.blackhat.com/code-of-conduct.html 2/2
Case 1:19-cv-07900 Document 1-2 Filed 08/22/19 Page 1 of 6

EXHIBIT 2
 Case 1:19-cv-07900 Document 1-2 Filed 08/22/19 Page 2 of 6
Black Hat USA 2019
Mandalay Bay Convention Center | Las Vegas, NV, USA
Conference: August 3-8, 2019 | Business Hall: August 7-8, 2019
www.blackhat.com

APPLICATION FOR EXHIBITING SPACE/MEETING ROOM/SPONSORSHIP

The Company/Division identified below (“Sponsor”) applies to UBM LLC (“Organizer”), for exhibit space (the “Space”) at the “Event” identified above, on the terms and conditions
of this “Application” plus the “Terms and Conditions” on the following pages (collectively, the “Agreement”).

COMPANY INFORMATION BILLING INFORMATION

Company Address Billing Address
Company Name: Crown Sterling Ltd
Company Name: Crown Sterling Ltd
4040 MacArthur Blvd
4040 MacArthur Blvd
Newport Beach, California 92660
Newport Beach, California 92660
United States
United States
(512) 658-2532
Website: Purchase Order #: {{PONum_es_:signer1}}
Logistics Contact (For exhibit and sponsor information) Billing Contact
Company Name: Crown Sterling Ltd Company Name: Crown Sterling Ltd
Name: Thomas Yemington Name: Thomas Yemington
Title: Business Strategy Title: Business Strategy
Email: ty@strathspeycrown.com Email: ty@strathspeycrown.com
Phone: Mobile: Phone: Mobile:
EXHIBITING NAME (For Website, Exhibitor List, Printed Materials, etc.)
Exhibiting As: {{ *ExhibitingAs_es_:signer1}}
PRODUCT
Item Code Qty Description Detail (i.e. booth #) Price Other Amount
Thus 1:20 - 2:10
BHUV190003 1 Sponsorship - Sponsored Session (50 Minute Presentation) 25,000.00 0.00 25,000.00
OceanF
BHUV190003 1 Sponsorship - Newsletter (per ad) 7/25 Middle 4,500.00 -4,500.00 0.00
BHUV190007 1 Package - Gold Sponsorship 20x20 400 SQFT Booth 560 90,000.00 0.00 90,000.00
Total USD 119,500.00 -4,500.00 115,000.00
ADDITIONAL COMMENTS

Payment terms* 50% due upon signing, 50% balance due April1, 2019

Final Space assignment is made by Organizer and is provided on the same unit basis regardless of location, configuration, or other conditions.
PAYMENT TERMS AGREEMENT
By signing below, I acknowledge that (i) I am authorized to execute this
The Total Fee is calculated on Sponsor’s selections above. One half of the Total Fee is due upon Agreement for Sponsor; (ii) I have read and agree to the Agreement, and
application; the second half of the Total Fee is due February 1, 2019. For applications received on or (iii) Sponsor will pay the Total Fee and abide by the terms and conditions
after February 1, 2019, 100% of the Total Fee is due upon application. All fees are deemed fully of the Agreement.
earned and nonrefundable when due, unless Application is denied. Agreement is not transferable. {{SigB_ES_:Signer1:SignatureBlock}}
Noncompliance with any payment term or cancellation by Sponsor will, among other things, result in
loss of space and collection of any fees due. Sponsor should request a copy of the “Terms and
Conditions of Participation in Event” if none is attached.

TOTAL AMOUNT: 115,000.00 USD

Account Manager: Lowell Geiger Title: {{ *Sig1_ES_:Title}}

EVENTS - UBM Tech

Opportunity ID#: 0065A000014Wxtp
Copyright © 2018 UBM LLC. All Rights Reserved. 303 2nd St., South Tower, 9th floor, San Francisco, CA 94107
tech.ubm.com
 TERMS
Case 1:19-cv-07900 AND CONDITIONS
Document 1-2 Filed 08/22/19 Page 3 of 6
EXHIBIT SPACE
1. DEFINITIONS. The term “Event” means Black Hat USA 2019 scheduled to
be held August 03, 2019 - August 08, 2019 (the "Event Dates") at the
Mandalay Bay Convention Center, Las Vegas, NV, USA (the "Event Facility").
The Event is owned, managed and produced by UBM LLC (“UBM”). The term
"Organizer" means UBM LLC, and their officers, directors, agents, affiliates,
representatives, employees, successors and assigns. The terms "Exhibitor"
or “Sponsor” means the company or person listed on the facing page,
together with its officers, directors, shareholders, contractors, agents,
representatives, employees and/or invitees, as applicable.
2. ACCEPTANCE BY ORGANIZER. UBM, in its sole discretion, determines
whether a prospective exhibitor is eligible to participate in the Event.
Eligibility is generally limited to person or firms who supply products and
services to the Communications Market. UBM may withdraw its acceptance
at any time by refunding the Total Space Fee paid if UBM determines that
Exhibitor or its Product(s) is ineligible. UBM has sole control over attendance
policies. UBM makes no representation or warranties of any kind, express or
implied, regarding the Event or the number of persons who will attend the
Event.
3. ASSIGNMENT AND USE OF SPACE.
a. Benefits and License Grant. UBM will provide exhibit space (the “Space”) at
the Event for Exhibitor to display its qualified products and services (the
“Exhibit”). The Total Space Fee includes use of the Space and any other
benefits as specified in this Application and Contract for Exhibit Space or in
the Exhibitor Services Manual as amended from time to time (the “Manual”),
which UBM will supply to Exhibitor. Exhibitor grants to Organizer the right to
use Exhibitor’s name and logo in connection with the promotion and
production of the Event, and to take photographs of its exhibit, booth space
and personnel, before during and after the Event, and use such photographs
in connection with its promotion of the Event and future events. Exhibitor
may use the Event name before and during the Event solely to promote its
participation in the Event and solely in compliance with any guidelines
furnished by UBM.
b. Space Assignment, Use, Installation, Occupancy, and Dismantling. UBM will
assign the Space, and may reassign the Space or alter the Event layout or
venue at any time. The Space is for Exhibitor’s use only. Exhibitor may not
share, sell, assign, sublease or charge admission for entry into any portion of
the Space (including to an affiliated company) without UBM's prior written
consent. Exhibitor must fully occupy the Space, and must provide displays,
equipment, carpeting, etc., unless UBM specifies otherwise. Any Exhibits
supplied by Exhibitor must be constructed safely using sound engineering
practices, and must be installed before, occupied during, and dismantled
after the Event in accordance with UBM’s schedule. Exhibitor’s activities
must be confined within the Space, and must be in support of products or
services identified on the Application and directly related to Exhibitor’s
normal business activities. UBM may refuse permission to exhibit any
products or services UBM deems objectionable or unsuitable for the Event.
At the Event, Exhibitor may not exchange goods or money without UBM’s
prior written consent, nor assist any other party in soliciting business without
UBM’s prior written consent.
c. Own Risk. Exhibitor releases Organizer and Event Facilities and waives all
claims it has or may have against them, now or in the future, including any
subrogation claims by its insurers, for any loss or theft of its equipment,
property, materials, proprietary information, or for any similar loss or theft.
d. Third-Party Contractors. UBM may require Exhibitor to use designated
third-party contractors to provide certain services (“Required Contractors”),
and Exhibitor must then use only the Required Contractors for such services.
Notwithstanding such designation, Required Contractors and third-party
vendors listed in the Manual act solely as independent contractors, and
Organizer is not responsible for their performance, acts, or omissions.
e. Other Events and Marketing. Exhibitor agrees that it may not use any
Organizer event to leverage any other event in which Exhibitor is a sponsor
or participant, and therefore agrees that it may not promote its products or
organization within 500 yards of any Event locations, except (i) in advertising
contained in periodicals or similar regularly published media or (ii) as
permitted by this contract or by UBM in writing. In the interest of the success
of the Event, Exhibitor agrees not to extend invitations, call meetings or
otherwise encourage absence of exhibitors or invited guests from the Event
or Event Facility during the official hours of the Event or any function
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sponsored in connection with the Event by Organizer or its official sponsors.
f. Other Event Payments. Organizer may apply any payments made by
Exhibitor under this contract to any obligation that is past due under any
other Event-related agreement between Exhibitor and Organizer, in which
case Organizer will notify Exhibitor of such application.
4. COMPLIANCE WITH LAWS AND RULES/INSURANCE.
a. Laws and Rules. Exhibitor must comply with all applicable local, state and
federal laws, regulations, codes and ordinances in connection with its
participation in the Event, including but not limited to the rules of the Event
Facility and any relevant labor union, and the terms, conditions and rules
issued by UBM in the Manual and otherwise in connection with the Event.
Without limiting the foregoing, Exhibitor shall construct the Exhibit in
compliance with the Americans with Disabilities Act or its local equivalent.
Exhibitor’s use of names and lists captured at the Event or provided by
Organizer is subject to applicable data protection, email marketing, and
privacy laws and regulations, and to any restrictions imposed by the
individuals whose names are listed.
b. Third Party Rights. Exhibitor will not violate any rights of third parties in
connection with its participation in the Event, including but not limited to the
reproduction, performance, distribution, or posting of proprietary or
copyrighted material (the "Works") without a license, assignment, or other
legally effective permission. Exhibitor shall make any and all payments to
third parties and/or clearinghouse agencies as may be necessary to lawfully
perform, publish or reproduce any such Works. Exhibitor specifically agrees,
undertakes and assumes responsibility to make any and all reports to such
agencies and/or parties including specifically by way of example only ASCAP,
BMO, SAC, SESAC and other similar agencies, and to provide evidence of such
reports and payments upon request. Exhibitor acknowledges that it (or its
vendor) shall provide Organizer information to identify the individuals on
Organizer’s Event registration list who have visited Exhibitor’s booth.
c. Taxes and Licenses. Exhibitor is solely responsible for obtaining any
licenses and permits, and payment of all taxes (including sales and use taxes),
license fees, or other charges applicable to its participation in the Event,
including taxes collected by Organizer.
d. Insurance. Exhibitor shall at its own expense maintain in effect throughout
the Event including move-in and move-out days, and provide to Organizer at
least thirty (30) days prior to move in to the Event a certificate of insurance
showing that there is in effect: (i) a Commercial General Liability insurance
coverage of not less than $1 million single occurrence/$2 million aggregate
combined limit for bodily injury and property damage, including coverage for
personal injury, broad form contractual liability, operation of mobile
equipment, product and liquor liability (where applicable) and (ii) automobile
liability insurance coverage of not less than $1 million combined single limit
for bodily injury and property damage, including coverage for non-owned
and hired vehicles, including loading and unloading operators, in which
Organizer and the Event Facility are named as additional insureds. Exhibitor
acknowledges that the certificate of insurance requirement in the foregoing
sentence shall not be deemed waived, nor shall Exhibitor be relieved of its
obligation to provide such certificate, even if Organizer provides Exhibitor
with the benefits hereunder without having received such certificate from
Exhibitor. Exhibitor also agrees to obtain and maintain in effect throughout
the Event workers compensation and employers' liability insurance in such
minimum amounts as are required by law or are otherwise consistent with
prudent business practice. Exhibitor agrees to waive the right of subrogation
of its insurance carrier against Organizer and the Event Facility to recover
loss sustained for real and personal property.
5. CANCELLATION OR TERMINATION.
a. Cancellation by UBM. UBM may cancel all or any part of the Event for any
reason beyond its reasonable control, including but not limited to, natural or
public disaster, act of God, acts of terrorism, venue construction, insufficient
participation, market fluctuations, government regulation, or similar reasons,
in which case Organizer will refund to Exhibitor a pro rata portion of any
Space Fees already paid to UBM, after which Exhibitor will have no further
recourse against Organizer. A change in the name of the Event does not
constitute a cancellation by UBM.
b. Termination by Exhibitor. All fees are deemed fully earned and non-
refundable when due. Termination by Exhibitor must be in writing and will be
effective upon receipt by UBM of an email addressed to
jaya.venkataraman@ubm.com. Exhibitor acknowledges the difficulty in
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determining a precise value for services rendered and expenses incurred by
UBM for the Event, and of ascertaining damages incurred by UBM if Exhibitor
terminates this contract or Exhibitor’s participation in the Event; the
amounts due from Exhibitor under this contract as of the effective date of
any termination by Exhibitor belong to UBM and represent an agreed
measure of compensation, and are not to be deemed or construed as a
forfeiture or penalty.
c. Termination by UBM. UBM reserves the right to terminate this contract
immediately by written notice to Exhibitor in the event of breach or
anticipatory breach by Exhibitor of any of the terms and conditions set forth
herein, in any addendum hereto or in the Manual, including failure to make
any payment when due under the terms of this contract. UBM is expressly
authorized (but has no obligation) to occupy or dispose of any space vacated
or made available by reason of action taken under this paragraph in such
manner as it may deem best, and without releasing Exhibitor from any
liability for the Total Space Fee hereunder.
d. Changes to Event. UBM reserves the right to re-name or re-locate the
Event or change the dates on which it is held. If UBM changes the name of
the Event, re-locates the Event to another event facility within 50 miles of
the Event Facility, or changes the dates for the Event to dates that are not
more than 30 days earlier or 30 days later than the dates on which the Event
was originally scheduled to be held, no refund will be due to Exhibitor, but
UBM shall assign to Exhibitor, in lieu of the original space, such other space
as UBM deems appropriate and Exhibitor agrees to use such space under the
terms of this contract. If UBM elects to move the Event to an event facility
more than 50 miles from the Event Facility or to reschedule the Event to a
date more than 30 days earlier or 30 days later than the Event Dates, and
Exhibitor notifies UBM within 10 days after receiving notice of such change
that Exhibitor does not want to participate in the Event as a result of such
change, UBM shall refund to Exhibitor the Total Space Fee paid in full
satisfaction of all liabilities of Organizer to Exhibitor.
e. Right to Rescission. Exclusively for contracts signed prior to the Event
Dates and venue being set, the Exhibitor has a right to rescind this
agreement if upon notification of the Event Dates the Exhibitor determines it
is unable to participate in the Event for compelling reasons. To exercise the
right to rescission, the Exhibitor shall within a period of 14 days after having
received notice of the Event Dates, notify UBM by written notice of his
rescission detailing the compelling reasons for his inability to participate in
the Event. Upon such rescission, UBM shall refund to the Exhibitor the
amount of the Total Space Fee already received by the Exhibitor.
6. UBM MATERIALS. The Manual and any other methodologies or planning
materials distributed to Exhibitor related to the planning or execution of the
Event (“UBM Materials”) are owned exclusively by and are confidential
information of Organizer. Organizer grants to Exhibitor a nontransferable,
nonexclusive license, on an “AS IS” basis, to use such UBM Materials solely in
connection with Exhibitor’s participation in the Event. Exhibitor is responsible
for obtaining the Manual from UBM. Upon completion of the Event or earlier
termination of this contract, Exhibitor must promptly return the UBM
Materials to UBM upon UBM’s written request. Exhibitor may use but may
not sell lists of Event exhibitors or attendees without UBM’s prior written
permission.
7. LIMITATION OF LIABILITY; INDEMNITY.
a. Under no circumstances is Organizer or the Event Facility (the “Event
Providers”) liable for lost profits or other indirect, incidental, consequential,
or exemplary damages for any of their acts or omissions in connection with
the Event, whether or not such Event Provider has been apprised of the
possibility of such damages or lost profits. In no event will Organizer’s liability
hereunder, or otherwise in connection with the Event, exceed the amount
actually paid to it by Exhibitor for the Space. Organizer is not liable for any
errors in any listing or descriptions or for omitting Exhibitor from any
directory or other materials.
b. None of the Event Providers are liable to Exhibitor for any damage, loss,
harm, or injury to the person, property, or business of Exhibitor, or any of its
visitors, officers, agents, employees, or other representatives, resulting from
theft, fire, earthquake, water, unavailability of the venue or intermediate
staging facilities, insufficient participation, accident, or any other reason in
connection with the Event or any planning meetings, demonstrations, or
stagings, except to the extent such liability arises directly from the negligence
or willful misconduct of the Event Provider against whom liability is sought to
be assessed.
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c. Exhibitor agrees to defend, indemnify, and hold harmless the Event
Providers from and against any actual, loss, liability, or damage, including
reasonable attorneys' fees and expenses, suffered due to (i) Exhibitor’s
construction or maintenance of an unsafe Exhibit, (ii) Exhibitor's
unauthorized or unlawful use of intellectual property of third parties, (iii) the
negligence or misconduct of Exhibitor or (iv) Exhibitor’s breach of any
commitment made hereunder. Exhibitor shall promptly pay for any and all
damage to the Event Facility and the property of others caused by Exhibitor.
d. The parties agree that the terms of the Exhibitor Services Manual (the
“Manual”), which sets forth rules and information concerning show set-up,
logistics and other operational matters, are incorporated into this Agreement
by this reference.
8. RELEASE. Exhibitor acknowledges that the Event may be recorded and
reproduced in any form (including but not limited to digital formats), and
hereby authorizes Organizer and its designees to record, transcribe, modify,
reproduce, publicly perform, display, distribute, redistribute, and transmit in
any form and for any purpose any such recording of the Event. Exhibitor
agrees to execute or obtain any additional releases from individuals
authorized to represent Exhibitor at the Event, in connection with such
activity, as necessary to give effect to this provision. Exhibitor agrees that
Organizer may, and hereby irrevocably grants to Organizer the right to, use
and publish Exhibitor’s name as part of any full or partial list or compilation
of Event participants. Exhibitor hereby releases Organizer and Organizer's
designees from and waives all claims it has or may have, now or in the future,
in connection with all activities contemplated by this paragraph 8, and
waives any statutory restriction on waivers of future claims or moral rights.
9. MISCELLANEOUS. This contract (including the Manual and any additional
rules or regulations adopted by UBM for the Event) will constitute the entire
agreement between Exhibitor and Organizer concerning its subject matter,
and may only be modified in a writing signed by the parties. Organizer’s
rights under this contract are not deemed waived except as specifically
stated in writing and signed by an authorized representative. If any term of
this contract is declared invalid or unenforceable, the remainder continues in
full force and effect. Organizer may assign this contract or its responsibilities
to any other party. Any action arising out of this contract or the Event must
be brought in New York, and will be governed by New York law, exclusive of
the choice of law rules of any jurisdiction, and Exhibitor consents to the
exclusive venue and jurisdiction in New York and waives any right to claim
such venue or jurisdiction is not convenient. Organizer is entitled to recover
reasonable attorneys’ fees and costs in any action to enforce this contract.
Exhibitor may not assign this contract to any other party, including a
successor in interest in the event of a merger or sale of assets, without the
prior written consent of Organizer, in which event Exhibitor must guarantee
performance of the assigned obligations. This contract is binding upon the
permitted heirs, successors, and assigns of UBM LLC and Exhibitor.
MEETING ROOM
1. ACCEPTANCE BY ORGANIZER. This Application and Contract for Meeting
and/or Exhibit Room Space (the "Meeting Room Contract") at the Event
supplements the terms and conditions of the Application and Contract for
Exhibit Space (the "Exhibit Agreement") between UBM and Exhibitor relating
to the Event, which are incorporated herein by reference. Exhibitor’s
participation in the Event and use of meeting room space is subject to UBM’s
approval. UBM may withdraw its acceptance at any time by refunding the
Total Meeting Room Fee paid if UBM determines that Exhibitor or its product
is ineligible. Unless separately defined herein, all capitalized terms shall have
the meanings set forth in the Exhibit Agreement.
2. ASSIGNMENT AND USE OF SPACE.
a. Benefits. UBM will provide the “Meeting or Exhibit Rooms" set forth in this
Meeting Room Contract for the Event. UBM will make all reasonable efforts
to make the Meeting/Exhibit Room Space available in the location requested
by Exhibitor but makes no guarantee that such location will be available.
Similarly, any such assignment does not mean that similar space will be
assigned for future events. UBM reserves the right to modify, reassign or
close any meeting/exhibit room location.
b. Use of Meeting Rooms. Meeting/exhibit room(s) shall be used only for
business meetings and conferences for which no fee is charged or obtained
from any participant. Any request to charge fees for meetings or conferences
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must be submitted to UBM for its written approval. UBM may condition its
approval on Exhibitor’s payment of a percentage of the fees charged. No
exhibits of any kind are permitted in meeting rooms, without the prior
written consent of UBM. In the event that the meeting/exhibit room(s)
provided are used for any purpose which is in violation of this section,
Exhibitor shall, at the option of UBM, forfeit the use of the meeting/exhibit
room(s) or shall pay to UBM an additional fee. Exhibitor shall not use any of
the Event facilities for the promotion, registration or any other purpose in
connection with other trade shows or conferences.
c. Set-Up. Meeting/exhibit room receiving set up and other requirements and
move-in/move-out date schedules shall be set forth in the Manual. Upon
request, Exhibitor will furnish UBM with engineering certificates prior to or
during the Event. Failure to adhere to move-in/move-out schedules may
result in forfeiture of the Meeting/Exhibit Room Space, without refund of any
Meeting Room Fees. The room fee for permanent rooms includes one-time
set-up with standard Event Facility equipment. If any changes are made to
the original set-up, Exhibitor will incur additional charges. Built rooms include
walls, one round table and four chairs only. All other items, including carpet
if not already there, are the responsibility of the Exhibitor. Official Show
Contractors should be contacted for additional services, such as electrical,
telephone, catering, a/v, special furniture, etc.
d. Security. Meeting/exhibit rooms are provided without security services of
any kind. Exhibitor may arrange for private guard service through the official
show supplier of such service. Exhibitor may request an exclusive key for the
meeting/exhibit room by paying an advance fee to UBM for the cost to re-
core the meeting room door. This key must be returned no later than 6:00
p.m. close of the Event. Also, Exhibitors will be charged a fee for all keys not
returned by 6PM on the last day of the Event.
e. Own Risk. Exhibitor has sole responsibility for compliance with laws and
venue rules, permits, licenses for third-party proprietary materials used,
taxes (other than taxes on UBM’s income), and for any losses including any
subrogation claims by its insurer, regarding the Event. Persons attending the
Event are deemed the invitees or licensees of Exhibitor, not Organizer.
3. CANCELLATION OR TERMINATION
a. Termination by Exhibitor. Termination of the Exhibit Agreement shall
operate to terminate this Meeting Room Contract and all cancellation fees
apply.
b. Partial or Full Termination by UBM for Convenience. UBM may in its sole
discretion terminate the availability of the Meeting/Exhibit Space without
liability to Exhibitor if Exhibitor reduces or changes its commitment to the
Event.
4. MISCELLANEOUS
a. Modifications. Any modifications to the terms of this Meeting Room
Contract must be in writing and signed by an authorized representative of
UBM.
b. Entire Agreement. The terms and conditions of this Meeting Room
Contract shall be interpreted as supplementing the terms and conditions of
the Exhibit Agreement, but in the event of direct conflict between this
Meeting Room Contract and the Exhibit Agreement, this Meeting Room
Contract shall control. UBM’s rights under this Meeting Room Contract shall
not be deemed waived except as specifically stated in writing and signed by
an authorized representative. If any term of this Meeting Room Contract is
declared invalid or unenforceable, the remainder shall continue in full force
and effect. UBM may assign this Meeting Room Contract or its
responsibilities to any other party. Any action arising out of this contract or
the Event must be brought in New York, and will be governed by New York
law, exclusive of the choice of law rules of any jurisdiction, and Exhibitor
consents to the exclusive venue and jurisdiction in New York and waives any
right to claim such venue or jurisdiction is not convenient. UBM is entitled to
recover reasonable attorney’s fees and costs, and collection costs, in any
action to enforce this Agreement.
MPO
1. ACCEPTANCE BY UBM. This Application and Contract for Event Marketing
& Promotional Opportunities (“MPO Agreement”) supplements the terms
and conditions of the Application and Contract for Exhibit Space (“Exhibit
Agreement”) between UBM LLC (“UBM”) and Exhibitor relating to the Event,
which are incorporated herein by reference Exhibitor’s participation in this
MPO Agreement is subject to UBM’s approval. UBM may withdraw its
acceptance at any time if UBM determines that Exhibitor or its product is
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ineligible. Unless separately defined herein, all capitalized terms shall have
the meanings set forth in the Exhibit Agreement.
2. SERVICES
a. Benefits. UBM will provide the “Services Descriptions” set forth in this
MPO Agreement for the Event. UBM may use its employees and contractors,
and may retain other third parties, to fulfill UBM’s responsibilities under this
MPO Agreement.
b. Services. The Services are for Exhibitor’s use only, and Exhibitor may not
assign or sublease any portion of the Services (including to an affiliated
company) without UBM’s prior written consent. Except to the extent
responsibilities are assigned expressly to UBM under this MPO Agreement,
Exhibitor is solely responsible for all aspects of the Event, including but not
limited to development, marketing, production, and insurance. Exhibitor will
provide the assistance reasonably requested by UBM to fulfill UBM’s
obligations under this MPO Agreement. Exhibitor acknowledges that many of
the Services are to be performed during the Event and that prompt
notification of problems is paramount for timely resolution; if Exhibitor is
dissatisfied with any aspect of the Services, Exhibitor must notify UBM orally
as soon as possible, and Exhibitor must also deliver a statement of the
problem in writing to UBM’s representative not later than 24 hours after the
issue was first identified by Exhibitor.
c. Own Risk. Exhibitor has sole responsibility for compliance with laws and
venue rules, permits, licenses for third-party proprietary materials used,
taxes (other than taxes on UBM’s income), and for any losses including any
subrogation claims by its insurer, regarding the Event. Persons attending the
Event are deemed the invitees or licensees of Exhibitor, not Organizer.
3. CANCELLATION OR TERMINATION
a. Termination by Exhibitor. Termination of the Exhibit Agreement shall
operate to terminate this MPO Agreement and may result in additional
cancellation fees. Exhibitor acknowledges that termination of this MPO
Agreement will result in damages to UBM in connection with the production
of the Event Marketing & Promotional Opportunities.
b. Partial or Full Termination by UBM for Convenience. UBM may in its sole
discretion terminate the availability of the Event Marketing Opportunities
without liability to Exhibitor; provided that it refunds to Exhibitor any MPO
fees previously paid. UBM may in its sole discretion terminate the
availability of the Event Marketing Opportunities or Exhibitor’s ability to
participate in the Event Marketing & Promotional Opportunities, without
liability to Exhibitor if Exhibitor reduces or changes its commitment to the
Event.
4. INDEMNITY. In addition to any indemnities and/or proprietary rights
provisions of the Exhibit Agreement, Exhibitor agrees to indemnify, defend,
and save harmless UBM from any and all liability relating to the form,
content, or use of any of Exhibitor’s Products (the “Products”). Use or
acceptance by UBM of any Products must not be deemed a waiver of any of
these provisions.
5. MISCELLANEOUS
a. Modifications. Any modifications to the terms of this MPO Agreement, the
Products, or any specifications thereof, must be in writing and signed by an
authorized representative of UBM.
b. Entire Agreement. This MPO Agreement, together with the terms and
conditions of the Exhibit Agreement, will constitute the entire agreement
between Exhibitor and UBM concerning its subject matter, and may only be
modified in a writing signed by the parties. The terms and conditions of this
MPO Agreement shall be interpreted as supplementing the terms and
conditions of the Exhibit Agreement, but in the event of direct conflict
between this MPO Agreement and the Exhibit Agreement, this MPO
Agreement shall control. UBM’s rights under this MPO Agreement shall not
be deemed waived except as specifically stated in writing and signed by an
authorized representative. If any term of this MPO Agreement is declared
invalid or unenforceable, the remainder shall continue in full force and
effect. UBM may assign this MPO Agreement or its responsibilities to any
other party. Any action arising out of this MPO Agreement must be brought
in New York and shall be governed by New York law, exclusive of the choice
of law rules of any jurisdiction, and Exhibitor consents to the exclusive venue
and jurisdiction in New York and waives any right to claim such venue or
jurisdiction is not convenient. UBM shall be entitled to recover reasonable
attorneys’ fees and costs in any action to enforce this MPO Agreement.
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Description

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