Participation policy and Agreement
LICENSE AGREEMENT-EXHIBITION RULES AND REGULATIONS The company, its employees and agents, as described on page one, is herein after referred to as Exhibitor, and Reed K. Fairs Ltd., is herein after referred to as Management. Exhibitor agrees to prepare an exhibit of its products, as described on page one, in accordance with these rules. Exhibitor must have paid in full before Exhibitor will be permitted to install its display. The actual occupancy of the space taken by Exhibitor is of the essence of this License. If Exhibitor does not occupy such space, Management is authorized to occupy such space or to cause such space to be occupied as Management deems in the best interest of the Exhibition without in any way releasing Exhibitor from any liability hereunder. Management reserves the right to relocate Exhibitor to space other than specified on page one. It is further agreed that the conditions, rules and regulations printed on this License or any attachments hereto, and in the exhibitors' manual, as any of such may be amended from time to time, are made a part hereof as though fully incorporated herein, and Exhibitor agrees to be bound by such. All payments are non-refundable in the event Exhibitor cancels, withdraws, downsizes, defaults, or is not present for the Exhibition. Carefully read the Cancellation, Withdrawal, Downsizing and Default Policy to ensure you fully understand your rights and financial obligations. This Policy will be strictly enforced. A non-refundable payment in accordance with Payment Schedule is required upon Exhibitor’s return to Management of this License, in order to reserve a booth. Cancellation, Withdrawal, Downsizing and Default Policy. In the event Exhibitor seeks to cancel this License, withdraw from the Exhibition, or downsize its space requirements for the Exhibition, Exhibitor may only do so by giving written notice to Management, by certified mail, return receipt requested. The date of cancellation, withdrawal or downsize in space as applicable shall be the post mark date on the notice. If Exhibitor cancels, withdraws, or downsizes space requirements, Exhibitor agrees to pay on demand to Management, the amounts set forth on page one, as applicable, as liquidated damages and not as a penalty, and the parties agree that such amounts constitute a reasonable provision for liquidated damages. The term “Total License Fee Differential” set forth on page one, means the difference between the original license fee due from Exhibitor hereinunder and the license fee calculated on the basis of the smaller booth assigned to Exhibitor. In case of downsizing, in addition to the assessed liquidated damages, Exhibitor’s booth location on the floorplan of the Exhibition may be moved. In the event Exhibitor defaults in any of its obligations under this License, in addition to having the right to direct Exhibitor to vacate the Exhibition hall, Management shall have the right to collect from Exhibitor on demand the full amount of the License fees payable to Management as of the date of default, as well as the right to pursue any other remedy afforded it by law. 1. Eligible Exhibits. Exhibits will be limited to those companies or other entities offering materials, products, or services of specific interest to registrants. Managementreserves the right to determine the eligibility of any product for display.Exhibiting manufacturer’s representatives and/or distributors must list itsparticipating principals as the exhibitors of record. Only the sign of Exhibitor may beplaced on the booth or in the printed list of exhibitors of the Exhibition. No exhibitorsor advertising will be allowed to extend beyond the space allotted to Exhibitor, orabove the back and side rails of such space. Exhibitor agrees that its exhibit shall beadmitted and shall remain from day to day solely by strict compliance with theserules. Management reserves the right to reject, eject, or prohibit any exhibit inwhole or in part, or Exhibitor or any of Exhibitor’s representatives upon Management’sgood faith determination that the same is not in accordance with these rulesand regulations 2. Limitation of Liability. Exhibitor agrees to indemnify and hold harmless Managementand the sponsor, owner, exhibition hall facility, and city in which this Exhibitionis being held, and each of their respective officers, agents and employees, againstall claims, losses, suits, damages, judgments, expenses, costs (including, withoutlimitation, reasonable legal fees) and charges of every kind arising out of orresulting from its execution of this License or its occupancy of the space hereincontracted for by reason of personal injuries, death, property damages or any othercause sustained by any persons or others. Management shall not be responsiblefor loss or damage to displays or goods belonging to Exhibitor, whether resultingfrom fire, storms, acts of God, air conditioning or heating failure, theft, pilferage,mysterious disappearance, bomb threats or other causes. All such items brought tothe Exhibition are displayed at Exhibitor’s own risk, and should be safeguarded at alltimes. Manage-ment will provide the services of a reputable protective agencyduring the period of installation, show, and dismantling, and Exhibitor agrees thatthe provision of such services constitutes adequate discharge of all obligations ofManagement to supervise and protect Exhibitor’s property within the Exhibition.Exhibitors may furnish additional guards at their own cost and expense, only withprior approval by Management. Exhibitor agrees that Management shall not beliable in the event of any errors or omissions in Exhibitor's Official Directory listingsor in any promotional material. Management makes no representations or warrantieswith respect to the number of Exhibition attendees or the demographic natureof such attendees. 3. Default. If Exhibitor’s booth is not occupied by the time set for completion ofinstallation of displays, such space may be possessed by Management for anypurpose it may see fit. If Exhibitor breaches any of its obligations or covenantsunder this License, including without limitation any Exhibition rule or regulationpromulgated pursuant to this License, Management may, without notice, terminatethis License. In the event of such default, Management may thereupon directExhibitor forthwith to remove its employees, agents and all of its articles ofmerchandise "and other personal property from the space licensed and from theExhibition Hall. Also, refer to ""Cancellation, Withdrawal, Reduction, Downsizingand Default Policy "" of this License for liquidated" damages. 4. Sub-licensing/ Booth Usage. Exhibitor shall not sub-license, assign or otherwisepermit any person to occupy, Exhibitor’s booth, or any part thereof, or use the boothfor the exhibition of anything not specified in this License. Exhibitor may not exhibit,offer for sale, give as a premium, or advertise articles not manufactured or sold inits own name, except where such articles are required for the proper demonstrationor operation of Exhibitor’s display, in which case identification of such articlesshall be limited to the regular nameplate, imprint, or other identification which instandard practice appears normally on them. Exhibitor may not permit non-exhibitingcompanies’ representatives to conduct business in its booth. Exhibits mustsolely be used for the purpose of promoting Exhibitor’s products or services andshall not be used for other business purposes. Rulings of the Management in itssole discretion shall in all instances be final with regard to use of any exhibit space. 5. Damage to Property. Exhibitor is liable for any damage caused to building floors,walls or columns, or to standard booth equipment, or to other exhibitors' property.Exhibitor may not apply paint, lacquer, adhesives, or other coating to buildingcolumns and floors or to standard booth equipment. 6. Special Services. Electricity, gas, water, and other utilities, as well as otherspecial services needed by individual exhibitors, are provided only when theexhibitor orders and agrees to pay for them directly to the persons authorized tosupply such services in conformity with city, insurance and other requirements. 7. Booth Representatives. Booth representatives shall be restricted to Exhibitor’semployees and their authorized representatives. Booth representatives shall at alltimes wear badge identification furnished by Management. Management may atany time limit the number of booth representatives. All booths must be staffed byExhibitor during all hours the show is open. 8. Electrical Safety. All wiring on displays or display fixtures must conform to theapplicable standards established by various governmental agencies and standardfire inspection ordinances. All display wiring must exhibit the seal and/or such otherseals of official approving agencies as may be required at the site of the Exhibition. 9. Safety and Fire Laws. All applicable fire and safety laws and regulations mustbe strictly observed by Exhibitor. Cloth decorations must be flameproof. Wiringmust comply with local Fire Department and Underwriters’ Rules. Smoking inexhibits is forbidden. Crowding will be restricted and aisles and fire exits must notbe blocked by exhibits. Acetate and most rayon drapes are not flameproof and maybe prohibited. No storage behind exhibits is provided or permitted. 10. Performance of Music. Exhibitor acknowledges that any live or recordedperformances of music by or one behalf of Exhibitor at the Exhibition must belicensed from the appropriate copyright owner or its agent. Exhibitor warrants toManagement that it will take full responsibility for obtaining any necessary licensesto play or perform such music and agrees to defend, indemnify and hold harmlessManagement from any damages or expenses incurred by Management due toExhibitor's use or authorization of use of such music. 11. Lotteries/Contests. The operation of games of chance, or lottery devices, or theactual or simulated pursuit of any recreational pastime is permitted only to theextent permitted by applicable law and upon prior written approval from Management. 12. Personnel and Attire. Management reserves the right to determine whether thecharacter and/or attire of booth personnel is acceptable and in keeping with thebest interests of other exhibitors and the Exhibition.Further, Exhibitor expresslyagrees that it will not, nor will its employees or representatives conduct officialexhibitor functions in private rooms during business hours of the Exhibition. 13. Decoration. Management shall have full discretion and authority in theplacement, arrangement, and appearance of all items displayed by Exhibitor, andmay require the replacing, rearrangement, or redecorating of any item or of anybooth, and no liability shall attach to Management for costs that Exhibitor may incurthereby. An Exhibitor building special background or side dividers must makecertain that the surfaces of such dividers are finished so as not to be unsightly toexhibitors in adjoining booths (no logos, no graphics). If such surfaces remainunfinished at 3:00 p.m. of the day before the opening day of the Exhibition, Managementshall authorize the official decorator to effect the necessary finishing,andExhibitor must pay all charges involved thereby. In addition, if Exhibitor has notstarted setting up any of its displays by 3:00 p.m. of the day before the opening dayof the Exhibition, Management reserves the right to have such displays installed atExhibitor’s expense. All exhibits are to ready by the opening hour of the Exhibition.Management will not allow any noise or moving of exhibits after this time. Noexhibit may be built or erected to exceed the height limitations as set forth in theExhibitors’ Manual. Any Exhibitor whose booth exceeds the height limitation will berequired at its own expense to alter the display in order to conform with thoseregulations. 14. Obstruction of Aisles or Booths. Any demonstration or activity that results inobstruction of aisles or prevents ready access to nearby exhibitors’ booths shall besuspended for any periods specified by Management. 15. Termination of Exhibition. In the event that the premises in which the Exhibitionis or is to be conducted shall become, in the sole discretion of Management, unfitfor occupancy, or in the event the holding of the Exhibition or the performance ofManagement under the License, of which these rules and regulations are a part),are substantially or materially interfered with by virtue of any cause or causes notreasonably within the control of Management, this License and/or the Exhibition (orany part thereof) may be terminated by Management. Management shall not beresponsible for delays, damage, loss, increased costs or other unfavorableconditions arising by virtue of cause or causes not reasonably within the control ofManagement. If Management terminates this License and/or the Exhibition (or anypart thereof) as aforesaid, then Management may retain such part of Exhibitor’sLicense fee as shall be required to recompense it for expenses incurred up to thetime such contingency shall have occurred, and there shall be no further liability onthe part of either party. For purposes hereof, the phrase “cause or causes notreasonably with the control of Management” shall include, but not be limited to:fire; casualty; flood; epidemic; earthquake; explosion or accident; blockadeembargo; inclement weather; governmental restraints; restraints or orders of civildefense or military authorities; act of public enemy; riot or civil disturbance; strike,lockout, boycott or other labor disturbance; inability to secure sufficient labor;technical or other personnel failure; impairment or lack of adequate transportationfacilities; inability to obtain condemnation, requisition or commandeering ofnecessary supplies or equipment; laws, ordinances, rules, orders, decrees orregulations whether legislative, executive or judicial, and whether constitutional orunconstitutional; or acts of God. 16. Resolution of Disputes. In the event of a dispute or disagreement betweenExhibitor and an official contractor, or between two or more exhibitors, all interpretationsof the rules governing the Exhibition, actions, or decisions concerning thisdispute or disagreement by Management intended to resolve the dispute ordisagreement shall be binding on Exhibitor. 17. Receipt of Goods and Exhibits. All arriving goods and exhibits will be received atreceiving areas designated by Management. All incoming goods and exhibits mustbe plainly marked and all charges prepaid. 18. Care and Removal of Exhibits. Management will maintain the cleanliness of allaisles. Exhibitor must, at its own expense, keep exhibits clean and in good order. Allexhibits must remain fully intact until the Exhibition has officially ended. Disturbingor tearing down an exhibit prior to the official closing hour of the Exhibition canresult in a refusal by Management to accept or process exhibit space applicationsfor subsequent exhibitions. Exhibits must be removed from the building by the timethe exhibit through a carrier of Management’s choosing or to place the exhibit in aLICENSE AGREEMENT-EXHIBITION RULESAND REGULATIONSWe fully understand and agree to abide by Rules and Regulations.Company NameDate SignaturePrint Namespecified in the Exhibitors’ Manual. In the event Exhibitor fails to remove its exhibitin the allotted time, Management reserves the right, at Exhibitor’s expense, to shipthe exhibit through a carrier of Management’s choosing or to place the exhibit in astorage warehouse subject to Exhibitor’s disposition or to make such otherdisposition of the exhibit as it may deem desirable without any liability to Management. 19. Insurance. Exhibitor is advised to see that its regular company insuranceincludes extraterritorial coverage, and that it has its own theft, public liability, andproperty damage insurance. 20. Losses. Management shall bear no responsibility for damage to Exhibitor’sproperty, or lost shipments either coming in or going out, nor for moving costs.Damage to inadequately packed property is Exhibitor's own responsibility. If itsexhibit fails to arrive, Exhibitor is nevertheless responsible for exhibit space cost.Exhibitor is advised to ensure against these risks. 21. Amendment to Rules. Any matters not specifically covered by the precedingrules shall be subject solely to the decision of Management. The Management shallhave full power in the matter of interpretation, amendment and enforcement of allsaid rules and regulations. 22. License Acceptance. Deposit of payment does not constitute acceptance ofthis License. This License shall not be binding until accepted by Management. 23. This License is non-assignable by Exhibitor. Any attempted assignment of thisLicense shall be null and void and shall constitute a breach, resulting in cancellation. 24. Interest and Collection Fees. Exhibitor agrees to pay interest at a rate of 1% permonth (12% per annum), or the maximum allowable by law, on all past duebalances to Management. Exhibitor further agrees to pay any collection costs,including but not limited to, court costs, collection fees, and attorney’s fees. 25. Integration of License. This License contains the entire agreement betweenManagement and Exhibitor. It may not be orally modified. Only an agreement inwriting signed by a duly authorized representative of the party against whomenforcement of any waiver or modification is sought will be enforceable. 26. Hotel Suites. Operation of hotel suites for sales or entertainment purposes isstrictly prohibited during the open hours of exhibition. 27. Sound Level. Mechanical or electrical devices which produce sound must beoperated so as not to disturb other exhibitors. Management reserves the right todetermine the placement and acceptable sound level of all such devices. 28. Offset. Management shall have the right to set off against any amount whichmay be due to Management from Exhibitor, pursuant to this License or otherwise inconnection with the Exhibition, any amounts owed to Management or its affiliatesby Exhibitor or its affiliates for any reason. In addition, Management shall have theright to apply any amounts received from Exhibitor under this Agreement to anyother amounts due to Management from Exhibitor or its affiliates. 29. Admission. Admission is open to adults affiliated with the industry served by theExhibition. No persons under 18 years of age will be admitted to any tradeexhibition. Management shall have sole control over admission policies at all times. 30. Exhibitor Conduct. Retail sales are absolutely prohibited during the Exhibition.Infraction of this rule will result in Exhibitor's booth being repossessed by Management.Subject to the foregoing, thedistribution of samples, souvenirs, publications,etc., or other sales or sales promotion activities must be conducted by Exhibitoronly from within its booth. The distribution of any articles that interferes with theactivities of, or obstructs access to, neighboring booths, or that obstructs aisles, isprohibited. No article containing any product other than the product or materialsmade or processed or used by Exhibitor in its product or service may be distributedexcept by written permission of Management. In no event shall Exhibitor use itsbooth to promote any other exhibition or conference. However, consumer (public)shows will not be subjected to this restriction. The Exhibitor shall conduct andoperate its exhibit so as not to annoy, endanger or interfere with the rights of otherexhibitors and visitors. Any practice resulting in complaints from any other exhibitoror any visitor which, in the opinion of Management, interferes with the right ofothers or exposes them to annoyance or danger, may in its sole discretion beprohibited by Management. 31. All advertisements with signed insertion orders are non-cancelable andnon-refundable. In the event of cancellation, Exhibitor shall be responsible for fullpayment. Management reserves the right to reallocate such advertising space atits discretion. All advertisements are subject to approval by Management.Management has the right to offer new products or positions throughout the showcycle that may not be listed on this License Agreement. 32. The Booth Service Package is being provided as a service to the exhibitor. Anyproperty that is purchased or leased in order to provide such service is merelyincidental to the rendering of such service to the exhibitor. Thus, the provider of theservice will incur all applicable sales and use taxes on such property whenpurchased or leased. 33. Management shall, at its sole discretion, be entitled to change the dates and/orthe venue for the Exhibition upon written notice to the Exhibitor. Management shallnot be liable for any costs, damages, fees or expenses of Exhibitor as a result ofsuch changes in the Exhibition schedule or location. Additionally, Managementreserves the right to relocate Exhibitor to a space within the Exhibition facility otherthan the space specified on page one. Management shall be entitled to retain anyportion of Exhibitor's License fee paid to date and said amount shall be applied tothe Exhibition as though no change in dates or venue had occurred. Any remainingpayments from Exhibitor shall be due in accordance with the agreed upon paymentschedule for the Exhibition. In the event that Exhibitor should cancel participation,due to a change in date, venue, or space assignment by Reed K. Fairs Ltd., Exhibitorwould be subject to liquidated damages as set forth above.