Terms of Service

Exhibitorly, Inc.

Last Updated: Feb 1, 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Exhibitorly, Inc., a Delaware corporation (“Exhibitorly,” “we,” “our,” or “us”), governing your access to and use of the Exhibitorly website, marketplace, and related services (collectively, the “Platform”).

By accessing or using the Platform, you agree to be bound by these Terms.

1. The Exhibitorly Marketplace

Exhibitorly operates an independent digital marketplace that connects exhibitors with independent exhibit builders and related service providers.

Exhibitorly:

Is not a contractor, subcontractor, broker, or agent
Does not employ or supervise builders
Does not control project execution
Does not set pricing
Does not guarantee performance or outcomes

All contracts, negotiations, and payments occur directly between exhibitors and builders. Exhibitorly’s role is strictly limited to providing marketplace infrastructure and facilitating introductions.

2. No Agency; Independent Parties

Nothing in these Terms creates:

A partnership
Joint venture
Agency relationship
Employment relationship
Fiduciary relationship

Builders are independent contractors and independent businesses. Exhibitorly does not act as an agent for either exhibitors or builders.

3. User Accounts & Eligibility

You represent that:

You are at least 18 years old
You have authority to bind your company
Information provided is accurate
You will comply with applicable laws

Exhibitorly may suspend or terminate accounts at its sole discretion.

4. Exhibitor Submissions & Data Sharing Consent

By submitting a request through the Platform:

You consent to sharing your information with relevant vetted partners
You authorize builders to contact you directly
You acknowledge that Exhibitorly does not guarantee proposals or responses

Exhibitorly shares information on a need-to-know basis consistent with its Privacy Policy.

5. Builder Responsibilities

Builders are solely responsible for:

Project performance
Contractual obligations
Compliance with laws
Insurance coverage
Licensing
Safety standards
Payment terms

Exhibitorly does not verify all representations made by builders and does not guarantee accuracy.

6. Fees, Lead Purchases, and Commission Structure

If applicable, builders may be charged:

Listing fees
Lead access fees
Subscription fees
Commission fees based on project value

All fees are non-refundable unless otherwise stated.

Builders agree:

Not to circumvent the Platform to avoid fees
To accurately report project value where commissions apply
That Exhibitorly may request documentation to verify transactions

Failure to comply may result in suspension or termination.

7. Non-Circumvention

Users agree not to:

Use the Platform to identify a counterparty
Then complete transactions outside the Platform, without keeping Exhibitorly informed
For the purpose of avoiding fees or commissions

Violation may result in account termination and legal action.

8. License to Builder Content

By submitting content (including images, portfolios, project photos, company information, branding, and marketing materials), builders grant Exhibitorly a worldwide, non-exclusive, royalty-free, transferable (for marketing partners), sublicensable, irrevocable (unless account removed) license to use, reproduce, distribute, display, modify for formatting, and promote such content for:

Marketing
Advertising
Platform promotion
Investor presentations
Sales materials

Builders represent they possess full rights to submitted content.

9. Intellectual Property

All Platform materials, including trademarks, branding, design, software, databases, and platform structure are owned by Exhibitorly.

Users may not:

Scrape data
Reverse engineer
Copy listings
Use automated bots
Republish Platform content

Unauthorized use may result in legal action.

10. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

Exhibitorly disclaims all warranties, express or implied, including:

Merchantability
Fitness for a particular purpose
Non-infringement
Accuracy
Reliability
Uptime guarantees

Exhibitorly does not guarantee:

Builder quality
Timely project completion
Budget adherence
Regulatory compliance

11. Limitation of Liability

To the fullest extent permitted by law:

Exhibitorly shall not be liable for indirect damages, lost profits, business interruption, loss of goodwill, data loss, or project-related damages.
Exhibitorly’s total aggregate liability shall not exceed the greater of:
- Fees paid to Exhibitorly in the prior 12 months, or
- $1,000 USD

12. Indemnification

You agree to indemnify and hold harmless Exhibitorly, its directors, officers, employees, affiliates, and agents from any claims arising from:

Your use of the Platform
Your content
Your breach of these Terms
Any dispute between exhibitors and builders

13. Dispute Resolution & Arbitration

Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration under the Federal Arbitration Act.

Arbitration shall be conducted in: Delaware, United States

You waive:

The right to trial by jury
The right to participate in class actions

This arbitration provision survives termination.

14. Class Action Waiver

You agree that disputes will be resolved on an individual basis only and not as part of any class, collective, or representative action.

15. Force Majeure

Exhibitorly shall not be liable for delays or failure due to causes beyond reasonable control, including:

Natural disasters
Government action
Internet outages
Cyberattacks
Infrastructure failure

16. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

17. Severability

If any provision is deemed unenforceable, the remaining provisions remain in effect.

18. Survival

The following survive termination:

Intellectual Property
Limitation of Liability
Indemnification
Arbitration
Class Action Waiver

19. Modifications

Exhibitorly may modify these Terms at any time. Continued use constitutes acceptance.