Rose City Comic Con - Exhibitor Terms and Conditions
The following Terms and Conditions are part of this Exhibit Space Agreement order form to which they are attached. Such order form together with these Terms and Conditions and the Exhibitor Manual (collectively the “Agreement”), with or without a payment, shall constitute a contract between Exhibitor and Organizer for Exhibit Space and Services at the Event. Capitalized terms used in these Terms and Conditions and not defined have the meanings defined on the order form.
1. Space. Upon and subject to Organizer’s acceptance of this Agreement, Organizer grants Exhibitor a license to occupy the Space described on the order form during the Event. Such license is subject to Exhibitor’s compliance with this Agreement and the Exhibitor Manual. The Exhibitor Manual will be provided by Organizer to Exhibitor approximately four (4) months before the first day of the Event and contains specific rules related to the Event and Exhibitor’s use of the Space. Exhibitor agrees to comply with the rules contained in the Exhibitor Manual and any venue rules applicable to the Event. Organizer may change or modify Exhibitor’s Space location/number to a new location/number which Organizer deems to be equivalent to Exhibitor’s previous Space location/number.
2. Unoccupied Space; Late Payments. If any of Exhibitor’s Fees have not been fully paid or any of Exhibitor’s Space remains unoccupied at the start of the opening day of the Event, Organizer will have the right, in its sole discretion, to license such Space to any other exhibitor, or otherwise use such Space in any manner that Organizer chooses.
3. Cancellations. In the event that Exhibitor wishes to cancel some or all of its allotted Space and/or Services, Exhibitor may request and Organizer may grant such cancellation, but only with the following understandings: (i) all cancellations must be requested in writing and addressed to Organizer, (ii) Organizer is not required to refund any portion of monies previously paid by Exhibitor, and (iii) if Exhibitor’s cancellation request is received by Organizer after the Agreement has become effective, Exhibitor nevertheless agrees to pay the full Fee based on the original space requirements, before such cancellation will be become effective. If Organizer grants such cancellation, Organizer assumes no responsibility or liability for having included the name of Exhibitor in the Event catalog, brochures, news releases, website, or other materials.
4. Use of Space. Only items which are, in the Organizer’s opinion, within the scope of the Event may be exhibited, displayed or made available from the Space. Organizer reserves the right to prohibit an exhibit or part of an exhibit that, in Organizer’s sole discretion, may detract from the character or nature of the Event. Exhibitor is prohibited from distributing (i) literature, souvenirs, or other items from outside the boundaries of Exhibitor’s Space, and (ii) literature, souvenirs, or other items that are not Exhibitor’s own materials. Exhibitor (i) will not display or distribute libelous, obscene or offensive materials, and (ii) agrees not to play, broadcast, perform, or distribute any copyrighted material owned by others without first obtaining (at its own expense) all necessary rights and licenses and paying in full all required royalties or other fees. Exhibitor is prohibited from taking photographs, video or otherwise recording other exhibits or other aspects of the Event. Exhibitors may photograph, video or record only their own booth(s). These prohibitions apply before, after, and during Event hours. If Exhibitor requests an increase of its Exhibit Space or Services (other than upgraded Exhibitor Listings, ancillary add-ons, or for other enhanced services that in the aggregate are less than U.S. $1,500), a new Exhibit Space Agreement is required.
5. Name, Likeness and Certain Other Rights. Exhibitor hereby grants Organizer the non-exclusive and royalty free right, solely in connection with the Event (including in any form of media created by the Organizer for the current or any future Event) to (i) use Exhibitor’s name and logo, (ii) photograph Exhibitor’s Space and exhibits, and any of its personnel, representatives and visitors attending the Event, and use such photographs in connection with the Event, including in advertising, marketing and promoting the current or any future Event, and (iii) photograph, record in audio, video or other format, transcribe, accurately summarize, and otherwise document Exhibitor’s participation in the Event, and the right to distribute the same throughout the world in all media now known or hereafter developed.
6. Exhibitor Personnel. Specialists qualified to discuss Exhibitor’s products must be present at the Space at all times during Event hours. Exhibitor will conduct itself and will require its personnel and representatives to conduct themselves at all times during the Event in accordance with customary standards of decorum and good taste.
7. Payment. Exhibitor agrees to pay the Fee set forth on the order form in accordance with the payment schedule set forth on the order form. If Exhibitor fails to make any payment of Fees when due, Exhibitor agrees to pay a late fee to Organizer on such delinquent Fees of 1.5% per month or if less, the maximum rate allowed by applicable law, until paid in full.
8. Remedies. If Exhibitor fails to make any payment when due or otherwise breaches any provision of the Agreement, Organizer will have the right to exercise any one or more of the following remedies (subject to any applicable cure period provided in the next sentence): (i) cancel the Agreement in whole or in part; (ii) evict Exhibitor from any or all of the Space; (iii) seek monetary damages or to have any of the Agreement’s provisions specifically enforced; and/or (iv) exercise any other remedy available at law or equity. Organizer may exercise such remedies: (i) immediately as to any breach occurring during the Event, and (ii) if any other breach is not fully cured within 5 days after Organizer gives Exhibitor written notice of such breach. In addition to its other rights and remedies, Organizer may retain all monies received from Exhibitor as liquidated damages, it being understood that Organizer’s losses and damages from Exhibitor’s breach of this Agreement are difficult to ascertain and that the agreed liquidated damages are not intended and may not be construed as a penalty. Upon cancellation of this Agreement, without prejudice to any other available remedies, Organizer will have the right, in its sole discretion, to license the Space to any other exhibitor, or otherwise use the Space in any manner that Organizer chooses.
9. Liability. All exhibits, fittings and other items brought into the Event by the Exhibitor, its personnel, agents and representatives are the sole responsibility of and at the sole risk of the Exhibitor. Exhibitor assumes full responsibility and liability for the actions of its personnel, agents, representatives and guests. Anyone visiting, viewing, or otherwise participating in Exhibitor’s Space is deemed to be the guest of Exhibitor while doing so, and not the invitee, licensee, or guest of Organizer. Organizer, its affiliates, agents and representatives will not be responsible for any injury, loss, or damage to Exhibitor or to Exhibitor’s personnel, representatives or guests, or any of their property. ORGANIZER WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOST PROFIT, LOST OPPORTUNITY OR LOST GOODWILL, EVEN IF ORGANIZER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ORGANIZER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY EXHIBITOR HEREUNDER.
10. Indemnity. Exhibitor agrees to defend, indemnify, and hold harmless Organizer, the Event venue, and their respective affiliates, personnel and representatives from and against all expenses, costs, claims, losses, damages and liabilities (including but not limited to reasonable attorneys’ fees), resulting directly or indirectly from (i) any actions or omissions of Exhibitor and/or its personnel, agents and representatives that are negligent, wrongful or constitute a breach of this Agreement, or (ii) claims that the Exhibitor’s display, broadcast, performance or distribution of any materials violates the intellectual property, privacy or other rights of any third party.
11. Insurance. Exhibitor will at all times maintain in force insurance with a reputable insurance company sufficient to cover the liabilities of Exhibitor under this Agreement, including, without limitation, commercial general liability insurance with a coverage limit of not less than $1 million per occurrence. The amount and scope of such insurance must be reasonably satisfactory to Organizer. As a condition to occupying the Space, Exhibitor will provide Organizer with a certificate of insurance verifying that the required insurance is and will remain in place for the duration of the Event and naming the Organizer and the Event venue as additional insureds.
12. No Warranty. Organizer does not make any representation or warranty (express or implied) as to the Event. Without limiting the generality of the foregoing, Organizer makes no representation or warranty as to the number of Event attendees or as to the presence, absence or location of any other exhibitor.
13. Force Majeure. Organizer will not be liable for failure to perform its obligations under this Agreement as a result of strikes, riots, acts of God, or any other cause beyond its control. If the Event venue is damaged or destroyed by fire, the elements, or any other cause, or if circumstances make it unreasonable or impractical for Organizer to permit Exhibitor to occupy its Space during all or any part of the Event, then during such circumstances Organizer and the Event venue will not be obligated to provide the Space, and Exhibitor agrees to accept in complete settlement and discharge of all claims against the Organizer a refund of the amount paid by Exhibitor for Space and Services for the Event as of the date of the force majeure event. Due to force majeure or otherwise, Organizer reserves the right to cancel, re-name, or relocate the Event or change the dates on which it is held. If Organizer relocates the Event, or changes the dates for the Event to dates that are not more than thirty (30) days earlier or later than the dates originally scheduled, no refund will be due Exhibitor.
14. Governing Law and Jurisdiction. The validity, construction and performance of the Agreement will be governed by the laws of the State of Delaware, without giving effect to principles of conflict of laws, and will be subject to the exclusive jurisdiction and venue of the State and Federal Courts located in the county of New Castle. THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL.
15. Compliance with Law; Taxes and Licenses. Exhibitor will comply with all Federal, state and local laws and regulations, union rules, regulations and requirements, and rules of the Event venue, in each case applicable to Exhibitor, its exhibits and its occupancy of the Space, including but not limited to all laws and regulations governing accessibility or data protection. Exhibitor will be responsible for obtaining any licenses or permits required for Exhibitor’s activities at the Event. Exhibitor will be responsible for obtaining any tax identification numbers and paying all applicable taxes, license fees, use fees, or other charges (including but not limited to value added tax and sales tax, if any) in connection with Exhibitor’s activities related to the Event.
16. Other Matters. The Event is owned, managed, and produced by Organizer. All matters not expressly covered in this Agreement or the Exhibitor Manual are subject to the decision of Organizer, which decision will be final. Nothing in this Agreement will create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, policies, assurances, warranties, representation and understandings between them, whether written or oral, relating to the Space. This Agreement may not be modified or amended except in writing signed by each party, and no provision of this Agreement will be deemed waived by Organizer unless such waiver is in writing signed by Organizer. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement may be assigned by Organizer but may not be assigned by Exhibitor without Organizer’s prior written consent. This Agreement may be executed in two or more counterparts, including by facsimile or electronic copy, each of which will be deemed to be an original, but which together will constitute one and the same instrument. Headings in this Agreement are for convenience only and may not be used to interpret or define the provisions of this Agreement.
Exhibitor’s signature below signifies that Exhibitor has read, understands, and agrees to be bound by all the terms and conditions in this Agreement and the Exhibitor Manual. Also, by signing below, Exhibitor acknowledges that if Exhibitor has deemed it necessary or desirable, Exhibitor has raised and obtained satisfactory answers to any questions about the clarity, legibility or readability of this Agreement. The undersigned represents that he/she is authorized to execute this Agreement on behalf of Exhibitor and to bind Exhibitor to perform its obligations under this Agreement.
