General Terms and Conditions for Exhibitors
1. Defined Terms
The term “Event” means AM², currently scheduled to be held on July 1 – July 3, 2011 (“Event Dates”) at the Anaheim Convention Center (“Exhibit Facility”). The Event is owned, produced and managed by AM². As used hereinafter, the term “Organizer” means, collectively, AM², and each of its/their respective officers, directors, agents, affiliates, representatives, employees and assigns, unless context requires otherwise. The term “Exhibitor” means, collectively (I) the company, any other business entity, or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by AM² in the manner stated below and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable.
2. Contract Acceptance
This contract shall become binding and effective when it has been signed on the facing page Exhibitor.
3. Assumption of Risks; Releases
Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with Exhibitor’s participation or presence at the Event, including, without limitation, all risks of theft, harm, damage or injury to the person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by its insurer). Neither Organizer nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Organizer nor the Exhibit Facility shall be liable and Exhibitor hereby fully and forever releases and discharges the Organizer and the Exhibit Facility, individually and collectively, and their present and former officers, directors, shareholders, partners, affiliates, employees, agents, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys’ fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively “Claims”) which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Exhibitor’s participation or presence in the Event. Exhibitor acknowledges that there possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract. Exhibitor acknowledges and agrees that by reason of this contract, and the releases contained in this Section 3, it is assuming any risk of such unknown facts and such unknown and unsuspected claims. Exhibitor has been advised of the existence of Section 1542 of the California Civil Code (“Section 1542″), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding such provisions, this release shall constitute a full release in accordance with terms. Exhibitor knowingly and voluntarily waives the provision of Section 1542, as well as any other statute, law or rule of similar effect.
Exhibitor shall on a current basis, indemnify, defend (with legal counsel satisfactory to AM² in sole discretion) and hold Organizer and the Exhibit Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys’ fees and expenses, result from or arise out of or in connection with (a) Exhibitors’ participation or presence at the Event; (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under contract; (c) any matter for which Exhibitor is otherwise responsible under the terms of this contract; (d) any violation or infringement (or claim or violation or infringement) of any law or ordinance rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; any libel, slander, defamation or similar claims resulting from the actions of Exhibitor; (f) harm injury (including death) to Exhibitor; and (g) loss or damage to property or the business or profits Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against Organizer without Organizer’s prior written consent.
5. Limitation of Liability
Under no circumstances shall Organizer or the Exhibit Facility be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of the acts omissions whether or not apprised of the possibility of any such lost profits or damages. In no shall Organizers maximum liability under any circumstance exceed the amount actually paid to AM² by Exhibitor for exhibit space rental pursuant to this contract. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.
6. Qualifications of Exhibitor
AM², in its sole discretion, shall have the right to determine whether a prospective exhibitor is eligible to participate in the Event. Applicants who have not previously exhibited at a prior event held by Organizer may be required to submit a description of the nature of their business and items intended to be exhibited. AM² reserves the right to restrict or remove any exhibit, which AM², in its sole discretion, believes, is objectionable, inappropriate or illegal. Exhibitors with adult materials (as defined pursuant to Orange County municipal code) may not be displayed except persons over the age of majority, eighteen (18) years of age.
7. Assignment of Space
Exhibit space shall be assigned by AM² in its sole discretion for the Event and for the Event only. Any such assignment does not imply that similar space will be assigned for future events by Organizer. AM2 reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event if AM² in its sole discretion determines that to do so the best interest of the Event.
8. Cancellation by Exhibitor
Exhibitors who cancel exhibit space prior to ninety (90) days prior to the opening day of the Event, full refund of monies paid, less $50.00 for handling will be allowed. Exhibitors who cancel exhibit space less than ninety (90) days prior to the opening day of the Event, but earlier than thirty one (31) days prior to the opening day of the Event will pay a cancellation fee of 50% of monies paid. There will be no refunds for cancellations thirty (30) days or less prior to the opening day of the Event. AM2 reserves the right in its discretion to treat an Exhibitor’s downsizing of booth space cancellation of the original space and purchase of new booth space. An Exhibitor may be required to move to a new location if it requests a downsize of space.
9. Cancellation by AM²
If Exhibitor fails to make a payment required by this contract in a timely manner, AM² may terminate this contract immediately (and Exhibitor’s participation in the Event) without further notice and without obligation to refund monies previously paid. AM² reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to AM². AM² is expressly authorized (but has no obligation, expressed or implied) 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 hereunder. AM² may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under the contract without any obligations, expressed or implied, on AM²’s part to refund any payments previously made and without releasing Exhibitor from any liability arising as a result of or in connection with such breach. If AM² removes or restricts an exhibit which AM² considers to be objectionable or inappropriate, no refund will be due Exhibitor.
10. Cancellation of the Event
If AM² cancels the Event due to circumstances beyond the reasonable control of AM² (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility) AM2 shall refund to each Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of Organizer’s liabilities to Exhibitor. AM² reserves the right to cancel, re-name or re-locate the Event or change the dates on which it is held. If AM² changes the name of the Event, relocates the Event to another event facility within the same city or changes the dates for the Event to dates that are not more than thirty (30) days earlier or thirty (30) days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Exhibitor; provided however, AM² shall assign use of such space to Exhibitor pursuant to the terms of this contract. If AM² elects to cancel the Event other than for reasons previously described in this paragraph, AM² shall refund to each Exhibitor its entire exhibit space rental payment previously paid, in full satisfaction of any and all liabilities on the part of the Organizer to Exhibitor.
11. Exhibit Space Occupancy
Hours and dates for installing, occupying and dismantling exhibits shall be those expressly specified by AM². If Exhibitor fails to install its display in its assigned space by one hour before show opens or leaves its space unattended during the Exhibit hours, AM² shall have the right to take possession of the space and no refund will be due to Exhibitor. All exhibits must be open for business during the Event hours. Exhibitor may not dismantle the display until the Event is officially closed by AM².
12. Listings and Promotional Materials
By Exhibitor’s participation in the Event, Exhibitor expressly grants to AM² a fully paid, perpetual nonexclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic or other media) listing the exhibiting companies at the Event and to use such names in AM² promotional materials. AM² shall not be liable for any errors in any listing or descriptions or for omitting any Exhibitor from the directory or other lists or materials. Exhibitor agrees that AM² may also take photographs or Exhibitor’s booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any AM² promotional purpose.
13. Care of Exhibit Facility
Exhibitor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities, booth equipment or the property of others caused by Exhibitor. AM² reserves the right to cause Exhibitor to immediately cease all distribution of food and drink, even free samples, at AM² ’s sole discretion.
14. Taxes and Licenses
Exhibitor shall obtain any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event at its sole expense. Exhibitor shall obtain any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event.
15. Copyrighted Materials
Exhibitors shall not play or permit the playing or performance of, or distribution of any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties, fees or other payments.
16. Observance of Laws
Exhibitor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Exhibit Facility (including without limitation any union labor work rules). Without limiting the generality of the foregoing, Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act.
17. Additional Terms and Conditions
AM² has sole control over attendance policies. Except as provided to the contrary in this contract; all monies paid by Exhibitor shall be deemed fully earned and nonrefundable at the time of payment. Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw acceptance of the contract, AM² in its sole judgment may refuse to consider for participation in future events held by Organizer an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment or modification to this contract must be in writing and signed by an authorized representative of AM². Exhibitor may not assign this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of AM², which consent shall be in AM² ’s sole discretion.
18. Exhibitor Service Guide
Approximately two months prior to the Event, AM² will make available an exhibitor’s kit in downloadable format that will include information integral to participation at the Event which may include but not be limited to, additional exhibitor rules and regulations, official contractor order forms, registration, shipping and drayage, utilities and building services, exhibitor display rules, and move-in, move-out schedules.
19. Incorporation of Rules and Regulations
Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by AM² in its sole discretion. AM² may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon reasonable notice to Exhibitor. Any such rules and regulations (whether or not included in an Exhibitor’s Kit or similar document) are an integral part of this contract and are incorporated herein by reference and shall have the full force and effect as if such rules and regulations are fully set forth herein. Exhibitor shall observe and abide by additional regulations made by AM² as soon as these additional rules or regulations are communicated to Exhibitor. This contract (including the Exhibitor Service Guide and any additional rules or regulations adopted by AM² from time to time) states the entire agreement of the parties with respect to the subject matter hereof.
20. Governing Law
This contract is governed by the laws of the State of California as applied to contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located in the State of California shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue property lies in Los Angeles, California.
21. Character of Displays:
Use of Aisles and Common Areas Distribution of samples and printed matter of any kind, and any promotional material is restricted to the exhibit booth. All exhibits shall display products or services in a tasteful manner as determined in AM² ’s sole discretion. The aisles, passageways and overhead spaces remain strictly under control of AM² and no signs, decorations, banners, advertising material or special exhibits will be permitted in any of these spaces except by written permission of AM². Uniformed attendants, models and other employees must remain within the booths occupied by their employers. Any and all advertising distribution must be made from Exhibitor only from within his or her booth. Equipment must be arranged so that show visitors do not stand in the aisle while examining equipment or watching demonstrations. Strolling entertainment or moving advertisements outside of an Exhibitor’s exhibit space is prohibited.
22. Sound Advertisements
The use of devices for mechanical reproduction of sound or music is permitted, but must be controlled. Sound of any kind must not be projected outside of the exhibit booth. Exhibitors are specifically prohibited from employing any carnival-type attraction, animal or human, or from operating such noise-creating devices as bells, horns or megaphones. AM² reserves the right to determine sound interference with others and Exhibitor shall comply with any request by AM² to discontinue any such sound or music.
23. Fire and Safety Laws
Federal, state and city laws must be strictly observed. A full listing of these fire and safety regulations will be found in the exhibitor’s kit.
24. Grey Market Goods
Grey Market Goods, also known as bootleg merchandise, shall mean all unlicensed products and reproductions of any kind including but not limited to weapons, costumes, accessories, and all products containing trademarked properties that are not authorized for sale by the AM². Grey Market Goods are NOT permitted for sale under any circumstances. If a booth or Exhibitor is caught offering Grey Market Goods for sale, the Exhibitor and any persons associated with the Exhibitor or otherwise connected with the sale or exploitation of Grey Market Goods must leave the Exhibit Facility immediately and will not be permitted to return to the Event for a period of not less than five (5) years.
25. Weapons and Adult Material sales
The Exhibitor agrees that no weapon or adult material shall be purchased by or handled by any person below the legal age of 18. The Organizer shall furnish adequate information to the Exhibitor as to the proper removal of a weapon or adult material from the Exhibit Facility after purchase. The Exhibitor has read and understands California Penal Code Section 12020 with regard to the sale of weapons and is solely responsible for compliance with the rules there under. AM² reserves the right to cause Exhibitor to immediately remove all weapons and adult materials from the Exhibit Facility at AM²’s sole discretion. All Exhibitors displaying or selling weapons or adult material must display signage approved by the AM² that specifies all of the requirements for purchase of weapons and adult materials. The sign must be approved by the AM² prior to the Event and visible at all times during the Event. If a sign is not on display, the AM² can, in its sole discretion, allow the Exhibitor to remain at the Event by providing the Exhibitor with a sign for which the Exhibitor must immediately pay the AM² to provide. All weapons that are purchased must be in a box and sealed before going to the purchaser in a manner approved by the AM². If boxes cannot be provided, then the sale cannot proceed until a box can be acquired for the weapon in a form approved by the AM². The AM² reserves the right to require the immediate removal of any Exhibitor that fails to comply with these provisions of this Agreement.
26. Rights of Offset
Enforcement In the event Exhibitor is indebted to AM², whether or not such indebtedness arises from this or any other agreement, AM² shall have the right in its discretion, to apply any refunds of exhibit booth fees properly due Exhibitor to such other indebtedness in the event legal action is filed by AM² to enforce the terms and provisions of the agreement, the prevailing party in such action shall be entitled to reimbursement of court costs and reasonable legal fees.
27. AM² will be providing to you from time to time additional materials that will specify additional terms and conditions for your participation and/or presence at the Event.
Such additional terms and conditions (including without limitation those specified in the document entitled “General Terms and Conditions For Exhibitors at AM²™”) are hereby fully incorporated herein by reference and shall have the full force and effect as if such terms and conditions are fully and expressly set forth herein. You hereby agree that all information containing terms and conditions provided to you by AM² shall be deemed fully read and understood by you and that you shall be bound by all the terms and conditions contained herein and therein.
28. Exhibitor passes
The Exhibitor shall receive a total of three (3) passes (badges) good for the run of the Event for each 10 x 10 booth space purchased. The Organizer and AM² will not be responsible for any issuance of parking vouchers or passes.