Terms of Exhibitor Pass Agreement

1. General Event Information. TecCrunch50 Conference (“TC50”) will manage all components of the conference, including the agenda, presenting-company selection process and advisory board, venue format, exhibitor space, signage, attendee policy and ticket sales, photography and video rights, press support, and marketing materials for the Conference. TC50 makes no representations or warranties about the number of persons who will attend the conference. You, the sponsor (“Sponsor”) agree to abide by the terms and conditions set forth in this agreement (“Agreement.”) Sponsor grants to TC50 limited use rights to use the Sponsor’s name, trademark and logo in connection with the promotion and production of TC50 and the purposes of this Agreement. This Agreement will be fully binding between the parties.

2. Payment and Terms. Sponsor tables will be released on a first-come first-served basis. Exhibitor reservations to be paid by check will be held for 10 days, and then released back for sale if payment is not received. TechCrunch reserve the right to deny exhibitors access to the conference is payment in full is not received by August 15, 2008. Sponsor may cancel its participation in the TC50 conference, but due to the limited number of sponsorship slots allocated for the event, Sponsor fees are non-refundable. Without limiting its rights to the foregoing, TC50 reserves the right to prohibit sponsor from participation in the conference if payment is not received prior to the Conference.

3. Exhibition Space Use.. TC50 will make available a 5’ table and signage to Sponsor during the 3 days of the event, 7:30 am – 7:30 pm daily. TC50 will supply a 5’ table, linens, signage, 4 amps of power and wireless internet connectivity (sponsors should bring EVDO cards for alternative/backup connectivity.) Sponsors are welcome to bring custom-printed materials to compliment or replace the set-up provided by TC50 as long as the materials do not exceed the original 5’ exhibitor footprint. Corporate marketing materials and schwag welcome for distribution. Sponsor will be responsible for providing demonstration and/or presentation materials for use in the space. Sponsor is responsible for securing any third-party intellectual property rights for media and materials used in Sponsor’s exhibition space. Sponsors may not assign, sublet or share sponsorship packages with other companies. All exhibits, signage and display materials will be subject to the restrictions and guidelines set forth by the conference venue. Exhibits will not block, obstruct the view of, or otherwise interfere with other exhibits. All displays will be set up in full by 8 am pst September 8. Sponsor will maintain the exhibition space for the duration of the conference and will be responsible for promptly dismantling the exhibit immediately following the conclusion of the conference. Sponsor is liable for any damage caused to building floors, walls or columns caused by materials it uses for its exhibition. Secure, overnight storage space is not available at the venue.

4. Schwag Bag, optional. Sponsors will have the right to have corporate “schwag” inserted into the TC50 conference bags. Products only, no fliers please. Sponsor must supply quantity appropriate for all conference attendees. Product must be delivered to physical address specified by TC50 no later than August 25, 2008.

5. Photography / Video / Recording. Sponsor agrees that TC50 may record, video or photograph Sponsor’s booth space and/or other partner placements during the Conference and authorizes such for promotional purposes. Sponsor may take photographs, videos and recordings of the conference with the prior written consent of TC50.

6. Cancellation or Termination of Event. If, because of fire, strike, earthquake, war, construction or renovation projects affecting the venue, government regulation, disaster, disease, terrorism, interruption of transportation or communications, Acts of God, or the public enemy, the TC50 conference, or any part thereof, is prevented from being held or is cancelled, TC50 will reimburse Sponsor its proportionate balance of the Sponsorship fee paid after deducting non-refundable expenses incurred by TC50 and reasonable costs incurred by TC50 to organize the event. In no case shall the amount of the refund to Sponsor exceed the amount of the Sponsor fee paid.

7. Indemnity and Limitation of Liability. Neither TC50, nor the venue, nor its officers, agents, contractors, employees or other representatives shall be liable for any damage, loss, harm or injury (i) to Sponsor’s persons or property, (ii) to visitors or guests of the conference, (iii) to the exhibition space, if they are result of Sponsor’s participation in the conference or its exhibition space, whether from negligence, earthquake, fire, theft, water or accident of any other cause, or Sponsor’s breach of this Agreement. Sponsor shall indemnify, defend, and hold harmless TC50 and the venue and their respective owners, directors, officers, employees, agents and representatives, from any and all claims, demands, suits, liability, damages, loss, costs, attorneys fees and expenses of any kind which might result or arise from any action or failure to act on the part of the Sponsor or its officers, agents, employees or other representatives or breach of this Agreement. Neither TC50 nor the venue will be responsible for the security of Sponsor’s products, proprietary information or exhibit materials. Under no circumstances will TC50, its agents, affiliates, employees or directors be liable for lost profits or other indirect, incidental, consequential or exemplary damages in connection with the conference. In no event will TC50’s liability exceed the value of the fee paid by Sponsor.

8. Observance of Laws and Regulations. Sponsor will abide by and observe any laws, rules, regulations and ordinances, and all rules and regulations of TC50 and the venue in connection with its participation in the conference as may be set forth from time to time. In addition, Sponsor must observe all union regulations and electrical codes to which the venue is subject.

9. Warranty. Except as expressly set forth in this Agreement, TC50 disclaims any and all other warranties, express or implied. The rights of TC50 under this Agreement will not be deemed waived except as specifically stated in writing and signed by an authorized representative of TC50.

10. Entire Agreement. This Agreement will be governed by the laws of the state of California. This contract contains the entire Agreement between the parties with respect to the subject matter hereof, and this Agreement may not be modified or terminated except by mutual written agreement.