Exhibitor Agreement – General Terms and Conditions
In consideration of the mutual promises and conditions contained herein, the Parties agree to the Specific Terms and Conditions, executed by the Parties, as well as the following provisions. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Specific Terms and Conditions of this Agreement.
1. Acceptance and Agreement. This Agreement, when properly executed by Exhibitor and accepted by Organizer (“Agreement”), constitutes a valid and binding agreement between the Organizer and the Exhibitor for Exhibitor to license exhibit space or booth(s) at the Event. Organizer reserves the right to accept or refuse, in its sole discretion, any application for participation in the Event. In the absence of Organizer acceptance, Organizer incurs no obligations hereunder. Exhibitors who have not participated in a prior event held by Organizer similar to that of the Event may be required to submit a description of the nature of their business and the items intended to be exhibited.
2. Assignment of Space. Upon acceptance, Organizer will attempt to place Exhibitor in a requested space and location, but no guarantee can be given as the ultimate location of the Exhibitor. Space will be allocated on a first come, first served basis. Organizer reserves the right to move locations of Event participants, from time to time in order to allow companies already signed up for the show to increase their space if necessary, or for any other reason. Organizer in its sole discretion reserves the right to add, alter, or delete from the floor plan at any time in its sole discretion. Should circumstances make it necessary, in Organizer’s sole discretion, it may move an already allotted space from one place to another, reduce the size of the space, close or alter the location of any exits or entries, carry through any structural alterations or make any other changes it deems appropriate in its sole discretion. If the contracted space is reduced by such changes, Exhibitor’s fee will be adjusted proportionately. Organizer shall not be liable for errors in allocation of space.
3. Date(s) of Event. Organizer has the right to postpone, shorten, or cancel the Event. In the event of postponement or shortening of the Event, this Agreement shall be deemed valid for the new dates and duration and confers no right on the Exhibitor to withdraw from the Agreement. In the event the Event is canceled by Organizer, the Agreement will be terminated with no liability to Organizer except that Organizer shall be obligated to refund fees paid by Exhibitor, as required by the provisions of this Agreement.
4. Terms of Payment. Exhibitor shall return the duly signed Agreement to Organizer, accompanied by any required deposit. AGREEMENTS WILL NOT BE ACCEPTED IF NOT ACCOMPANIED BY THE REQUIRED DEPOSIT. All late payments shall bear interest at the lesser of the rate of 12% per year or the highest rate permissible under applicable law, calculated daily and compounded monthly. Exhibitor shall also reimburse Organizer for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Organizer does not waive by the exercise of any rights hereunder), Exhibitor shall be entitled to deny Exhibitor access to the Event if Exhibitor fails to pay any fees when due hereunder and such failure continues for 30 days following written notice to Exhibitor. Exhibitor may not withhold or reduce payment by virtue of any claims against Organizer in connection with this Agreement. If Exhibitor is in breach of any of its obligations under this Agreement, Organizer has the right to terminate this Agreement without liability to Exhibitor.
5. Withdrawal from Participation. Withdrawal from the Event is possible only under the following conditions:
6. Rules and Regulations. Exhibitor will abide by all rules and regulations regarding the construction, maintenance, and tear-down of the exhibit space, as well as any rules and regulations promulgated, from time to time, by Organizer or the Venue. Organizer reserves the right to determine the suitability and appropriateness of all exhibits and the attire and conduct of all exhibit personnel and to regulate the same at its sole discretion. Exhibitor must provide the necessary safety items to protect attendees, other exhibitors, and all others from equipment that is operable or from any other material, processes, or operations that might cause bodily harm. Exhibitor will not use any copyrighted music, dramatic materials, or any other property owned by a third party without first obtaining licenses for the use of the same. Exhibitor will not discriminate against any person in connection with admission to its booth, services rendered, or privileges offered, on the basis of race, creed, ancestry, sexual orientation, disability, color, sex, marital status, age, religion, national origin, or other legally protected status.
7. Event Management, Exhibit Construction, and Tear-Down. Organizer will manage and coordinate all aspects of the Event space and may appoint any subcontractors or outside sources of supply as it deems fit to assist it in carrying out this responsibility. APPLICANT SHALL NOT UTILIZE THE SERVICES OF ANY THIRD-PARTY CONTRACTOR WITHIN THE CONFINES OF THE EVENT SPACE UNLESS AUTHORIZED BY ORGANIZER. Set-up and tear-down hours shall be specified by Organizer and are subject to change, upon notice to Exhibitor. If Exhibitor is not set up by the time specified by Organizer, Organizer reserves the right to reassign the allocated space to another exhibitor or to make other use of the space as it deems appropriate, in its sole discretion. The cost for any such reassignment or allocation will be solely Exhibitor’s responsibility. Exhibits are to be kept intact until the Event ends. Exhibitors shall not remove any part of an exhibit during the Event without written prior permission from Organizer. All exhibits must be dismantled and removed from the facility within two hours of the conclusion of the Event or as required by the Venue, whichever is sooner. Exhibitor shall have an authorized representative on site during setup and dismantling periods to oversee exhibit materials, receipt, and shipment.
8. Quality, Character, and Construction of Exhibit. Exhibitor shall cause its exhibit to display its products or services in a tasteful manner as determined by Organizer in its sole discretion. Exhibitor shall limit its advertising, marketing, and distribution of samples and printed materials of any kind to its own exhibit space. The aisles, passageways, and overhead spaces remain strictly under Organizer’s control and no exhibit materials or equipment, including but not limited to signs, decorations, banners, advertising materials and special exhibits, are permitted in any of these spaces without Organizer’s express, written permission. Exhibitor shall construct its exhibit in conformity with law, the Venue’s rules and any additional and specific rules, set forth by Organizer. Exhibitor shall change or alter its exhibit at the request or instruction of Organizer or the Venue. Organizer reserves the right to reject or later remove an exhibit based on, without limitation, Exhibitor’s failure to: (a) initially construct its exhibit in conformity with all applicable laws, terms, and rules; or (b) subsequently obey instructions pertaining to the exhibit’s quality, character, or construction. Organizer reserves the right to restrict or remove any exhibit that Organizer, in its sole discretion, believes is objectionable or inappropriate. Without limiting the foregoing, Exhibitor is solely responsible for ensuring that its exhibit is accessible to persons with disabilities, as required by the Americans with Disabilities Act and shall defend, indemnify, and hold Organizer harmless from any consequences or liability for any failure by Exhibitor to do so.
9. Event Security. While the Venue may provide perimeter security for the Event area during the Event, it is under no obligation to do so, and any security provided by the Venue may be discontinued at any time. Whether or not such security is provided, Exhibitor shall be solely responsible for the protection of its property and its confidential and proprietary information, and for obtaining insurance with respect thereto. Organizer shall, in any event, have no obligation to provide security services and makes no representation or warranty whatsoever and disclaims all liability with respect to security of the premises or Exhibitor’s goods or equipment. Exhibitor hereby releases and shall hold Organizer harmless with respect to the same.
10. Limitation of Liability and Timing of Claims. IN NO EVENT SHALL ORGANIZER OR VENUE OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, AFFILIATES AND ASSIGNEES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THEIR ACTS OR OMISSIONS OR ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT ORGANIZER OR THE VENUE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL ORGANIZER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ORGANIZER PURSUANT TO THIS AGREEMENT. CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT MUST BE MADE IN WRITING WITHIN THIRTY DAYS AFTER THE LAST DAY OF THE EVENT, AND FAILURE TO GIVE SUCH NOTICE SHALL CONSTITUTE A WAIVER OF ANY CLAIMS.
11. Indemnification. Exhibitor shall indemnify, hold harmless, and defend the Organizer and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses”), arising out of or resulting from: (a) injury to the person, property, or business of any person in connection with Exhibitor’s conduct of its exhibit; (b) Exhibitor’s construction or maintenance of an unsafe exhibit; (c) any act, omission, negligence, fault, violation of law or ordinance, or misconduct of Exhibitor, its employees, subcontractors, invitees or agents, or any breach by Exhibitor of any agreements, covenant, promises or other obligations under this Agreement; (d) Exhibitor’s participation or presence at the Event and/or use of any of the Event facilities; (e) Any claim brought by any of its employees, agents, contractors, or invitees against an Indemnified Party in connection with such activity; or (f) Exhibitor’s actual or alleged infringement of the patent, trademark, copyright, or any other intellectual property rights of a third party including any claim resulting from the use of copyrighted music, dramatic materials, or other property which is used by Exhibitor in connection with the Event.
12. Insurance. No later than 30 days prior to the Event, Exhibitor shall furnish Organizer with an insurance certificate reasonably acceptable to Organizer, naming Organizer and the Venue as additional insured and waiving subrogation under its general liability policy. Exhibitor shall maintain adequate property and liability insurance coverage, including coverage for workers compensation, employer’s liability (with limits not less than $1,000,000 per occurrence), comprehensive commercial general liability (with limits not less than $1,000,000 per occurrence), and automobile liability (with limits not less than $1,000,000 per occurrence).
13. Listings and Promotional Materials. Exhibitor grants Organizer a fully paid, perpetual non-exclusive license to use, display, and reproduce Exhibitor’s name, trade names, and product names in any directory (print, electronic, or other media) that list the exhibitors participating at the Event and to use such names in Organizer’s promotional materials. Organizer is not liable for any errors or omissions in any guide listings or descriptions. Organizer shall also have the right to take photographs of Exhibitor’s booth space, exhibit, and personnel during, before or after the open hours of the Event and use such photographs for any legal purpose.
14. Organizer Materials. Any materials that are distributed to Exhibitor related to the planning or execution of the Event are owned exclusively by Organizer. Organizer grants Exhibitor a nontransferable, non-exclusive license to use such materials solely in connection with Exhibitor’s participation in the Event. If Exhibitor ceases to be an exhibitor at the Event, including at the conclusion thereof, Exhibitor shall promptly destroy all such materials.
15. Recording of Event. 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 hereby releases Organizer and its designees from, and waives all claims it may have, now or in the future, in connection with such activities, and specifically waives any statutory restriction on waivers of future claims or moral rights.
16. Use of Event Insignia. Exhibitor may not reproduce the Event’s or Organizer’s logo, name, marks, or other insignia on items, documents or advertising materials, without Organizer’s prior written consent.
17. Cancellation of Event; Force Majeure. If Organizer cancels the Event or is delayed or prevented from performing its obligations under this agreement by reason of: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) shortage of adequate power or transportation facilities; (j) failure of subcontractors to perform in timely fashion; or (k) any other cause beyond Organizer’s control, the performance of such obligation shall be excused and Organizer shall not be liable for any expenditure, liability or loss incurred by Exhibitor. Cancellation by Organizer for any other reason shall entitle Exhibitor to a full refund of all fees paid to Organizer. No refund for cancellation shall be owed to any Exhibitor that withdraws from the Event prior to its cancellation.
18. Assignment. Organizer may assign this Agreement at any time. Exhibitor may not assign this Agreement or sell, transfer, assign or sublet to a third party all or any portion of its exhibit space without Organizer’s prior written consent. Exhibitor shall not assign, sublease, sublicense or otherwise grant rights to a third party for use of the exhibit space without the prior written consent of Organizer, which consent may be denied in its sole discretion. Any purported assignment, sublease, or sublicense in violation of this Section shall be null and void. No assignment, sublease, or sublicense shall relieve Exhibitor of any of its obligations hereunder.
19. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
20. Choice of law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and to be construed in accordance with, the laws of the State of Texas, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Texas.
21. Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud and statutory claims, in any forum other than the United States District Court in the Western District of Texas or the courts of the State of Texas sitting in the City of Austin, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and shall bring any such action, litigation or proceeding only in the United States District Court in the Western District of Texas or the courts of the State of Texas sitting in the City of Austin. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
22. No Representations or Warranties; Rules and Regulations; Entire Agreement. Organizer makes no representations or warranties, express or implied, regarding the number, quality or character of persons who will attend the Event or regarding any other matters. Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this Agreement are subject to Organizer’s sole discretion. Organizer may adopt, amend, or revoke any established rules and regulations from time to time, on reasonable notice to Exhibitor. Any such rules or regulations, including but not limited to those in any communication from Organizer to Exhibitor are hereby incorporated in this Agreement and have the same effect as if set forth herein. This Agreement, including but not limited to any additional rules or regulations adopted by Organizer, states the entire agreement between the parties and may not be amended without Organizer’s written consent.