Exhibitor Agreement
This Exhibitor Agreement (“Agreement”) is a binding agreement between Ludocon, LLC (“Organizer”) and you, individually and on behalf of the company who will be the exhibitor, (the “Exhibitor”) who has applied for space or a booth (“Exhibit Booth”) at the ACTIV Sports Summit and other related events (“Event”) currently scheduled to be held on April 14-15, 2025 (the “Event Dates”) at the Omni Hotel at the Star, which is located in Frisco, Texas (collectively, the “Facility”). This Agreement governs Exhibitor’s participation in the Event.
BY CLICKING THE “AGREE” BUTTON, YOU ACKNOWLEDGE THAT YOU (A) ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, (B) HAVE ALL NECESSARY AUTHORITY TO ACCEPT AND AGREE TO THIS AGREEMENT ON BEHALF OF YOUR COMPANY WHO WILL BE EXHIBITING AT THE EVENT, AND (C) HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT. Exhibitor’s failure to abide by this Agreement may result in the loss of Exhibitor’s Event privileges without recourse or refund.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL PAYMENTS PROVIDED BY EXHIBITOR ARE NON-REFUNDABLE AND EXHIBITOR SHALL BE LIABLE FOR THE FULL AMOUNT DUE AND OWING TO ORGANIZER HEREUNDER UPON ACCEPTANCE OF THESE TERMS.
1. Agreement. This Agreement constitutes a valid and binding agreement between Organizer and the Exhibitor for Exhibitor to license the right to access and use an Exhibit Booth.
2. Booth Reservation and Payment.
2.1 Payment to Organizer guarantees access to the purchased square footage but not the exact location of the Exhibit Booth. Organizer will have sole discretion on Exhibit Booth location. While Organizer may transmit an initial location of the Exhibit Booth, Organizer reserves the right to move Exhibit Booth location at any time and for any reason. All measurements shown on the floor plan are believed to be accurate, but the Organizer reserves the right to make such modifications as may be necessary to meet the needs of the Exhibitor and the exhibit program as a whole. Organizer in its sole discretion reserves the right to add, alter, or delete from the floor plan for the Event at any time in its sole discretion. Should circumstances make it necessary, in Organizer’s sole discretion, it may move an already allotted Exhibit Booth from one place to another, reduce the size of the Exhibit Booth, 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 for square footage of the Exhibit Booth is reduced by such changes, Exhibitor’s fee will be adjusted proportionately. Organizer shall not be liable for errors in acceptance of an application or allocation of space.
2.2 Organizer utilizes a third-party service provider for managing payments made for the Event (“Third-Party Payment Management Company”). Organizer does not obtain or retain Exhibitor credit card numbers for purchases or payments made for the Event. Exhibitor agrees to and shall be subject to the applicable terms and conditions for Organizer’s current Third-Party Payment Management Company when making payments for the Event. Exhibitor is responsible for reviewing such third-party terms and conditions and Organizer reserves the right to change its Third-Party Payment Management Company at any time, without notice thereof, provided, however, if a change is made when payments are still due, Exhibitor will receive notice of where to submit payments.
2.3 All late payments shall bear interest at the lesser of the rate of 1.5% per month 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), Organizer 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 ten (10) 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.
3. Dates of Events; Event Hours; Setup Hours
3.1 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. If the Event is permanently canceled by Organizer, the Agreement will be terminated with no liability to Organizer except that Organizer shall refund the fees paid to date by Exhibitor.
3.2 Subject to change in Organizer’s sole discretion, the currently scheduled Event hours for full public access are as follows:
Monday, April 14, 2024 9:00am – 5:00pm
Friday, April 5, 2024 9:00am – 5:00pm
The load-in and load-out timing and procedures for Exhibit Booths will be subject to Section 9 hereunder and will be sent by Organizer within ninety (90) days of the start of the Event; provided, however, that ll times will be subject to change upon notice by Organizer to Exhibitor.
4. Third Party Use of Exhibit Booth. Exhibitor shall not assign, sublease, sublicense, or otherwise grant rights to a third party for use of the Exhibit Booth without the prior written consent of Organizer, which consent may be denied in Organizer’s sole discretion. If the Organizer approves the foregoing, the Exhibitor is not permitted to resell or co-op their Exhibit Booth at less than the full price and shall be responsible and liable to Organizer for the acts and omissions of any such approved party. 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.
5. Withdrawal from Participation. If Exhibitor submits notification of withdrawal to Organizer in writing at [email protected] no later than ninety (90) days immediately prior to the Event, Exhibitor will, as liquidated damages, forfeit all Deposit (as defined below) payments made as of the date of withdrawal but shall not be liable for any other amounts for the Exhibit Booth. If a request to withdrawal is made within ninety (90) days immediately prior to the Event, Exhibitor agrees it shall not be entitled to any refund or set-off and shall be liable for the entire amount of fees due hereunder for the Exhibit Both as liquidated damages. The parties intend that the liquidated damages of Deposit constitute compensation, and not a penalty. Due to the nature of event exhibitions, the services and fee structure for the services under this Agreement, the parties acknowledge and agree that Organizer’s harm caused by a cancellation would be impossible or very difficult to accurately estimate as of the Effective Date, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from such a cancellation. The parties agree that the Exhibitor’s payment of the liquidated damages is cumulative of any other remedies Organizer may have. Exhibitor shall be liable for any costs, fees, and expenses, including reasonable attorneys’ fees, which arise out of or relate to Organizer’s enforcement of this Section. As used herein, “Deposit” means the payment amounts provided to Organizer for the Exhibit Booth upon acceptance of these terms and any other payment amounts subsequent thereto up to and including the date of notification of withdrawal.
6. Rules and Regulations. Exhibitor will abide by all rules and regulations regarding the construction, maintenance, and tear-down of the Exhibit Booth, as well as any rules and regulations promulgated, from time to time, by Organizer or the Facility. Organizer reserves the right to determine the suitability and appropriateness of all Exhibit Booths and the attire and conduct of all Exhibitor 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 operable equipment or from any other material, processes, or operations that might cause bodily harm. Exhibitor will not use any copyrighted music or 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, or national origin.
7. Arrangement of Exhibit Booths. In addition to any other requirements, Exhibitor expressly agrees to the following (collectively, the “Exhibit Requirements”):
7.1 Standard Exhibit Booth background and side rails, decorated with background drape, a six-foot table, two chairs, and uniform ID signs are provided without charge. The Exhibitor will provide all other furnishings, equipment, facilities, etc., at their own expense and responsibility.
7.2 Except for an approved EAC (as defined below), GRIT Productions (hereinafter referred to as, the “Official Service Contractor”) is the exclusive service contractor for all Exhibit Booth activity set forth in this Agreement including, without limitation, load-in, load-out, and other similar activities. The Exhibitor must contract in its own name and timely pay all fees and charges to the Official Service Contractor or the appropriate exclusive-service contractor, if different, as identified by Organizer, for any of the following services required by the Exhibitor:
(i) Food, beverage and catering services, and advanced permission for sampling;
(ii) Telecommunications, including voice, data and network services;
(iii) Temporary utilities, including electrical, compressed air, water and drainage services;
iv) Exhibit Booth cleaning; and
(v) Rigging and hanging of signs, flown equipment, and the like.
7.3 Should the Exhibitor require a service not provided by such exclusive-service contractors, such as audio-visual equipment rental, then the Exhibitor shall promptly notify the Organizer. Use of any other service contractor must be reviewed in advance and shall be subject to approval by the Organizer, which may be withheld or conditioned in Organizer’s sole discretion.
7.4 Standard Exhibit Booth backgrounds are eight feet in height, and divider rails are three feet in height. In the area five feet forward from the rear background of each Exhibit Booth, display materials may be placed up to a height not exceeding eight feet from the building floor. If any portion of the Exhibit Booth is beyond five feet from the rear background of the Exhibit Booth, all parts of the Exhibit Booth shall be paced not to exceed the height of four feet.
7.5 Island configurations are limited to 20 feet where ceilings permit.
7.6 Any deviation from the Exhibit Requirements must be submitted to the Organizer for written approval, such approval to be in Organizer’s sole discretion.
7.7 Exhibit Booths not conforming to these specifications or which in design, operation, or otherwise, are objectionable in the opinion of the Organizer will be prohibited.
7.8 All demonstrations and exhibits must be confined to the Exhibit Booths.
7.9 Exhibit Booths are to be kept open, intact, and fully staffed until the Event ends as set forth in Section 4.2 and Exhibitor expressly agrees that no part of the Exhibit Booth shall be removed during the Event without the prior written approval of Organizer, to be approved or denied in Organizer’s sole discretion.
7.10 In the event Exhibitor intends to use companies other than the Official Service Contractor (“EAC” or “EACs”), Exhibitor must advise the Organizer in writing of their intent no later than ninety (90) days prior to the first day of installation, for which Organizer may approve or deny in its sole discretion. The Exhibitor utilizing approved EACs agrees to indemnify and hold harmless each Indemnified Party (as defined below) from any and all Losses (as defined below) which may arise EACs presence or actions. Exhibitor shall require that all EACs agree to, when necessary, share with Official Service Contractor relevant fees, including but not limited to union steward fees. Exhibitor accepts final responsibility for any EAC employed on their behalf and agrees to ensure EAC compliance with this Agreement. EACs must supply proof of insurance to the Organizer no less than 30 days in advance of installation. Insurance must include Commercial General Liability limit of $1,000,000 per occurrence/$2,000,000 aggregate.
7.11 Notwithstanding anything herein to the contrary, upon notice to Exhibitor, the Exhibit Requirements may be modified at any time and for any reason by Organizer, including, but not limited to, Facility requirements.
8. Quality, Character, and Construction; Exhibitor Rules and Regulations.
8.1 Exhibitor shall cause its Exhibit Booth to display its products or services tastefully 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 Booth. 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 Booth in conformity with law, the Exhibit Requirements and each Facility’s rules, and any additional and specific rules, as may be amended or modified from time to time by notice to Exhibitor. Exhibitor shall change or alter its Exhibit Booth at the request or instruction of Organizer or the Facility for any reason. Organizer reserves the right to reject or later remove an Exhibit Booth based on, without limitation, Exhibitor’s failure to (a) initially construct its Exhibit Booth in conformity with all applicable laws, terms, and rules or (b) subsequently obey instructions pertaining to the Exhibit Booth’s quality, character, or construction. Organizer reserves the right to restrict or remove any Exhibit Booth that Organizer, in its sole discretion, believes is objectionable or inappropriate.
8.2 The Exhibitor is required to comply with the Omni at the Star, Frisco, TX exhibitor guidelines at all times found here:
Tabletop Display
Tabletop dimensions are as assigned in contracd and they come with navy linens provided by the hotel. You may provide your own logo table drape.
Hotel Receiving Shipment
Our parcel handling document must be completed prior and submitted to the Conference Services Manager, no later than 3 business days before main event day. It is very important that the hotel receives the tracking numbers for all incoming packages by the set date. The hotel is not responsible for late parcel handling document submissions. The Hotel Event Concierge will provide the arriving and
shipping instructions attached, along with their business cards to exhibitor tables onsite.
Billing
For those with guest rooms, the package fees will be charged to their room. If no guest room, then Event Concierge cam charge them directly with a credit card reader by event set up day.
Return Shipping
All packages must have a pre-paid shipping label affixed on each box including the hotel’s return address. Event Concierge may help print labels, if needed.
Tear Down
Tear down will be at your discretion following the conclusion of the meeting. You will be responsible for packing any items you wish to ship out of hotel premise. Event Concierge will advise you to set your labeled package on your tabletop to be retrieved for shipping.
Audio Visual
If any exhibitors have any Audio Visual Requests they MUST go through hotel’s in-house AV Company, Pinnacle Live contact Cedric ([email protected]) and provide a link to complete the AV Request form with payment.
8.3 The Exhibitor shall be responsible for the design, setup, and maintenance of their Exhibit Booth including contracting with the Official Service Contractor. The Exhibit Booth design must comply with any specifications provided by the Organizer or Facility and must not obstruct neighboring Exhibit Booths or impede attendee movement.
8.4 Mechanical, electrical or other devices that produce sound shall be operated at moderate levels (as determined by the Organizer) so as not to disturb other exhibitors or Event attendees. The Organizer reserves the right to determine the placement and establish an acceptable sound level for any such device.
8.5 The Exhibitor will not be permitted to use strolling entertainment or to distribute samples or souvenirs except from their own Exhibit Booths and pre-approved by the Organizer.
8.6 Exhibitor covenants to strictly comply with all laws respecting copyright and trademarks and warrants that it will not infringe on any related statutory, common law, or other rights of any person or entity during the Event and shall indemnify and hold each Indemnified Party harmless from any Losses, consequences, or liability for breach of the same. The Exhibitor acknowledges that artistic works and any live or recorded music used in any manner by or on behalf of the Exhibitor must be licensed from the appropriate copyright owner or their agent.
8.7 If the Exhibitor is using music in their Exhibit Booth, either live or recorded, prior to such use, the Exhibitor must provide the Organizer with a copy of the Exhibitor’s licensing agreement with ASCAP, BMI, SESAC or other such licensing organization or must expressly warrant in writing to the Organizer that no such license is required due to specified exemption.
8.8 The Exhibitor covenants to the Organizer that it shall not use the Exhibit Booth for the display, sale, storage, or distribution of any product or merchandise that is or appears to be (as determined by the Organizer) a counterfeit, knockoff, imitation, bootleg, lookalike, replica, facsimile of, or in any manner an infringement upon any trademarked or copyrighted product or merchandise of any third party.
8.9 Balloons are not permitted in the Facility without written permission from the Organizer.
8.10 Stickers are not permitted in the Facility without written permission from the Organizer.
8.11 Drones are not permitted in the Facility without written permission from the Organizer.
8.12 Pets and other animals are prohibited in the Facility, with the limited exception of trained service animals required because of a disability. Live animal displays or exhibitions of any kind are prohibited without prior written permission from Organizer.
8.13 The Organizer reserves the right, in its sole and absolute discretion, to determine whether the character, appearance and attire of Exhibitor’s personnel is acceptable and in keeping with the best interests of the Organizer and Exhibitor agrees to immediately remedy any issues identified by Organizer.
8.14 Exhibitor personnel shall wear their non-transferrable, Organizer-issued badge at all times when in the Facility. If a badge is transferred or used by any party other than the individual to whom it was issued, it may be canceled by the Organizer.
8.15 No holes may be drilled, cored or punched into walls, floors, or any other part of the Facility. Use of nails and tacks on Facility walls is prohibited. Painting or finishing of signs, displays or other objects is prohibited at the Facility, and Exhibitor shall not apply paint, lacquer, adhesives, or other coating to any Facility surface.
8.16 Hazardous materials, including biohazards, are strictly prohibited.
8.17 Vehicles, golf carts, utility carts, Segways, forklifts, boom lifts, scissor lifts, pallet jacks, platform trucks, carts, dollies/hand trucks, and objects over 100 pounds are prohibited on carpeted areas of the Facility.
8.18 No tape of any kind shall be permitted on any permanently carpeted/painted areas or be affixed to any permanent feature of the Facility.
8.19 The Exhibitor shall immediately make any adjustment or modification to the appearance or placement of any item(s) displayed by Exhibitor, whether offered for sale or not, as deemed necessary by the Organizer or Facility in its sole discretion. Any costs incurred due to such adjustment or modification shall be the sole responsibility of Exhibitor. The Exhibitor shall keep its Exhibit Booth clean, neat and aesthetically pleasing in appearance at all times.
8.20 All wiring on displays or display fixtures must conform to the applicable standards established by various governmental agencies and standard fire inspection ordinances. All display wiring must exhibit the seal and/or such other seals of official approving agencies as may be required at the site of the Event. The Exhibitor shall arrange and secure any cables, wires or cords to prevent trip hazards or physical damage.
8.21 The Exhibitor, including its personnel, employees, agents, and contractors, shall be courteous and respectful to all persons throughout the Event.
8.22 Distribution of any item that interferes with the activities of, or obstructs access to, neighboring Exhibit Booths or spaces, or that obstructs aisles, is prohibited.
8.23 The Exhibitor shall occupy its Exhibit Booth and conduct business so as not to annoy, endanger or interfere with the rights of other exhibitors or Event attendees. Throwing items, use of projectiles, fighting, assault, harassment, loud shouting/amplified sound, vulgarity, lewd conduct, and abusive profanity or behavior (all as determined by the Organizer) is prohibited.
8.24 All applicable fire and safety laws and regulations must be strictly observed by the Exhibitor. All decorations, drapes, signs, banners, table coverings and skirts, carpeting or similar decorative materials used shall be flame retardant to the satisfaction of the City of Frisco Fire Marshal. Use of flammable compressed gas cylinders is prohibited; non-flammable compressed gas cylinders must be secured to prevent toppling. No portion of the entrances, exits, corridors, passageways, halls, lobbies, stairways, escalators, aisles, driveways, sidewalks, ramps or other common areas shall be obstructed or used for any other purpose than ingress and egress. Exit signs and fire detection/suppression systems, such as sprinklers and firehose cabinets, shall remain visible and unobstructed at all times.
8.25 Possession, display, sale, storage, or distribution of firearms, ammunition, bullets, bump stocks, silencers, tasers, stun guns, gun powder, explosives, and incendiary devices is prohibited even if fake, disabled, or inoperable. The only exception recognized by the Organizer is for firearms carried by licensed peace officers. For purposes of this prohibition, the term “firearms” includes guns, rifles, shotguns, ballistic knives, pepper spray, pellet guns, bb guns, paintball guns, dart guns, crossbows, blowguns, or any other device capable of expelling a projectile through a barrel or cylinder.
8.26 Displays, exhibits or activities of any kind obstructing aisles, preventing free access to adjacent Exhibit Booths, or otherwise causing a nuisance to exhibitors/attendees or disrupting the Event (all as determined by Organizer) are prohibited.
8.27 Only the name of the Exhibitor may be placed on the Exhibit Booth or in the printed list of exhibitors of the Event. No Exhibitor or third-party advertising shall be allowed to extend beyond the Exhibit Booth, or be visible from the back or side rails of such space. In no event shall the Exhibitor use its Exhibit Booth to promote any other event, convention, meeting, or conference in any manner without prior written consent from the Organizer.
8.28 Display, sale, storage, or distribution of cigarettes, cigars, tobacco, smokeless tobacco, vaping devices/supplies, and actual or apparent drug paraphernalia (as determined by the Organizer) is prohibited. Smoking and vaping are prohibited throughout the Facility.
8.29 The Exhibitor shall at all times during its occupancy of the Exhibit Booth provide continuous supervision and maintain strict control of its personnel, employees, agents, contractors, and invitees while the same are at or about the Facility. The Exhibitor shall be held liable for acts and omissions of its personnel, employees, agents, contractors, invitees, and other persons or entities performing services for, or on behalf of, Exhibitor.
8.30 The Exhibitor is prohibited from allowing anyone under 16 to be present at the Exhibit Booth while unsupervised by an adult.
8.31 The Exhibitor may not solicit staff or volunteers to assist with loading in, loading out, or any watching/working directly with the exhibitor product or Exhibit Booth.
8.32 The Exhibitor may not set up its own Wi-Fi network, as this overcrowds Wi-Fi spectrum. The Organizer places significant investment to provide a free Wi-Fi infrastructure throughout the Facility that can support thousands of connections. If the Exhibitor depends on a certain bandwidth of the internet to support the Exhibit Booth activation (such as streaming content), it is recommended that the Exhibitor order a hardline from the Official Service Contractor. Pricing and information can be found in Official Service Contractor’s online ordering portal (https://gritprod.boomerecommerce.com/).
8.33 The Exhibitor acknowledges their responsibilities under the Americans with Disabilities Act (hereinafter “Act”) to make their Exhibit Booths accessible to handicapped persons. The Exhibitor shall also indemnify and hold harmless the Organizer, its agents, and employees and Facility against cost, expense, liability or damage, which may be incident to, arise out of or be caused by Exhibitor’s failure to have their Exhibit Booth comply with requirements under the Act.
8.34 The Code of Conduct for the Event, available online at https://activsummit.com/code-of-conduct/ is made a part hereof for all purposes by this reference. In the event of any inconsistency or conflict between this Agreement and the Code of Conduct for the Event, the most restrictive provision shall control and prevail.
8.35 The Exhibitor shall observe and strictly comply with all applicable laws, ordinances, rules, regulations, and orders of governmental authorities with regard to its presence at the Facility and participation in the Event, including use and occupancy of the Exhibit Booth.
8.36 No Exhibitor shall change or add to the products and services to be displayed, as detailed in Exhibitor’s application, without the written consent of the Organizer. For the avoidance of doubt, any and all non-food, non-liquid, or non-consumables and services to be offered and/or sold by an Exhibitor must be pre-approved by Organizer in writing, such approval or denial in Organizer’s sole discretion.
8.37 Although security service will be furnished for the Event, all of the Exhibitor’s property at the Event shall be brought at the sole risk of the Exhibitor and neither the Organizer, Event sponsors, the City of Frisco, nor the Facility assumes any responsibility for damage to, loss, or theft of property belonging to Exhibitor, its agent, employees, business invitees, visitors or guests.
8.38 Exhibitor is liable for any damage it causes to the Facility or to any property of the Organizer, its agents, other exhibitors, or any other person or entity, including, without limitation, the City of Frisco and the Facility.
8.39 Exhibitor is prohibited from the sale or giving away of any food, drink, or other consumable without the prior written permission of Organizer, which may be approved or denied in Organizer’s sole discretion.
9. Load In/Load Out.
9.1 Set-up and tear-down (or load-in and load-out) of Exhibit Booths shall be in accordance with this Section and are subject to change at any time and for any reason, upon notice to Exhibitor. Load-in times will be assigned to Exhibitor by the Organizer but are currently scheduled for Sunday, April 13, 2025, and Monday April 14, 2025 until 11:00 AM Central. Load-out times are currently schedule for Tuesday, April 15, 2025 from 5pm to 7:00 pm and Wednesday, April 16th, 2025.
9.2 If Exhibitor is not set up by the time specified herein, Organizer reserves the right to re-assign the allocated space to another applicant or to make other use of the space as it deems appropriate, in its sole discretion. Exhibitor agrees to remove its Exhibit Booth from the Facility by the final move-out time limit as set forth in this Section, or, in the event of failure to do so, Exhibitor agrees to pay the Organizer for such additional costs as may be incurred. Exhibitor shall have an authorized representative on-site during setup and dismantling periods to oversee exhibit materials, receipt, and shipment.
9.3 All load-in and load-out of Exhibit Booths, displays, merchandise, products, freight, and other goods must occur during the Organizer’s approved date and times and utilize Organizer-designated loading docks, freight doors and freight elevators only. The main lobbies, side doors, escalators and passenger elevators at the Facility shall not be used for such purposes.
9.4 All vehicles, forklifts, and heavy equipment shall be removed from the Facility at least one hour before the Event is opened to attendees as set forth in Section 4.2.
9.5 Heavy machinery, such as forklifts, scissor lifts, pallet jacks must be arranged through the Official Service Contractor or approved EAC.
9.6 During load-in and loud-out, all vehicles are required to display event vehicle passes which will be provided by the Organizer prior to the event
9.7 Exhibitors have three options for getting materials into their Exhibit Booth:
(i) Because Texas is a “Right to Work” state, any Exhibitor with a badge may hand carry their materials to and from their Exhibit Booth for this event. You may use a two-wheeled dolly if you are the Exhibitor in the show.
(ii) If you need assistance, you may request cart service from the Official Service Contractor. This service will be provided by GRIT personnel to and from your vehicle via a GRIT Dolly. The number of trips is limited to one or two trips both during the inbound and outbound. Advance payment will be required to secure this service.
(iii) A third option is the material handling service. It would require shipping your freight in advance to the Official Service Contractor warehouse via your carrier while utilizing the shipping labels and instructions on the material handling forms. You will receive confirmation when the shipment is received. In addition, the shipment will be waiting for Exhibitor when Exhibitor arrives to set up its Exhibit Booth. This service is an additional cost per shipment.
9.8 During load-in/out, children aged under 16 are not permitted in the Facility or the service yard and loading bays for health and safety reasons, as per building regulations and the Organizer.
9.9 During the load-out time scheduled by the Organizer, the Exhibitor shall: (i) remove from the Exhibit Booth and Facility all of the Exhibitor’s merchandise, displays, goods, items, effects, and other personal property, and (ii) peaceably surrender the Exhibit Booth to the Organizer in good order, repair and condition, damage by ordinary wear and tear excepted. The Exhibitor agrees that any such personal property remaining within the Exhibit Booth or Facility after expiration of the scheduled load-out time is conclusively deemed to be abandoned by the Exhibitor and shall be the property of the Organizer. The Exhibitor waives its rights, if any, under any statues or other legal doctrines requiring the Organizer to remove, store, return, or auction such property; the Organizer may dispose of such property as it sees fit, free of any claims of the Exhibitor or any person or entity claiming through the Exhibitor.
10. Security. While the Organizer may provide general perimeter security for the Event area during the Event, Organizer is under no obligation to do so, and any security provided by the Facility may be discontinued at any time. Whether or not security is provided, Exhibitor shall be solely responsible for protecting and securing its property and confidential and proprietary information, including, but not limited to, merchandise, cash, equipment, electronic devices, and other items or property of any kind or type, and for obtaining insurance with respect thereto. The Exhibitor acknowledges that the purpose of any security personnel engaged by the Organizer and present during the Event is to observe and report to the Organizer. Neither the Organizer nor the Facility operator shall be liable for any damage to or loss of any personal property due to theft, disappearance, pilferage, vandalism, accident, or any other cause, as Exhibitor assumes sole liability for any damage or loss sustained in connection with any such cause. The Exhibitor may secure additional security through the Organizer-approved security company of the Event. For more information, Exhibitor should contact Organizer at [email protected]. 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.
11. Sales, Tax and Licensing. In the event there are any licenses, or permits required by any governmental agency or authority with respect to the type of activity carried on by Exhibitor or in connection with use of the Exhibit Booth, the Exhibitor shall be solely responsible for obtaining such licenses, authorizations and permits at its sole cost and expense, and agrees to do so prior to the Event. Exhibitor shall be responsible for collecting and remitting any applicable sales tax owed to the applicable tax authority in connection with the sale of any products or services offered and sold by Exhibitor. (See https://comptroller.texas.gov/taxes/permit/). Any form of non-compliance with applicable tax law and regulation is at the sole risk and peril of the Exhibitor. The Exhibitor will be liable for all obligations resulting from noncompliance of this Section and will indemnify and hold harmless each Indemnified Party from any and all Losses, costs, and/or expenses (including counsel fees) involved in addressing or defending any matters arising in whole or in part from the Exhibitor’s sale of products or services.
12. Limitation of Liability. IN NO EVENT SHALL ORGANIZER, THE FACILITY, ANY EVENT SPONSOR, OR ANY OF ITS OR 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, THE FACILITY, OR EVENT SPONSOR 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. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT MUST BE MADE IN WRITING WITHIN THIRTY (30) DAYS AFTER THE LAST DAY OF THE EVENT, AND FAILURE TO GIVE SUCH NOTICE SHALL CONSTITUTE A WAIVER OF ANY CLAIMS. Neither the Organizer, its agents, and employees, the Facility or its employees, or any Event sponsor shall be held liable for, and they are hereby released from liability for, any damage, loss, harm or injury to the person or property of the Exhibitor or any of its officers, agents, employees or other representatives resulting from theft, fire, water, accident or any other cause.
13. Indemnification. Exhibitor shall indemnify, hold harmless, and defend the Organizer and the Facility, and its and their 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 (“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 Booth, including, but not limited to, any approved contractors or individuals/entities that Exhibitor has sublicensed to, (b) Exhibitor’s construction or maintenance of an unsafe Exhibit Booth, (c) any act, omission, negligence, fault, violation of law or ordinance, or misconduct of Exhibitor, its personnel, 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 personnel, 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.
14. Insurance. The Exhibitor and, or any of their officers, agents, employees or other representatives, on behalf of itself and any individual/entity which Exhibitor has sublicensed, shall maintain adequate property and liability insurance coverage, including Commercial General Liability with limits of not less than $1,000,000 per occurrence and $2,000,000 in aggregate, employer’s liability (with limits not less than $1,000,000 per occurrence), and automobile liability (with limits not less than $1,000,000) and name the Organizer, its agents, and employees, and the Facility or its employees as Additional Insureds. The Exhibitor and, or any of their officers, agents, employees or other representatives shall maintain Worker’s Compensation as required in Texas and/or by Facility. The Exhibitor is required to provide a certificate of insurance to the Organizer no later than Friday, March 1, 2024.
15. Termination and Cancellation.
15.1 The Exhibitor shall be in default if the Exhibitor: (i) fails to observe any term, condition or covenant in this Agreement; (ii) fails to perform timely any action to be performed by the Exhibitor hereunder; (iii) fails to pay any amount owed to the Organizer or its contractors; (iv) becomes bankrupt or insolvent; (v) makes an assignment for the benefit of creditors; (vi) fails to occupy the Exhibit Booth; or (vii) abandons the Exhibit Booth during the Event.
15.2 If the Exhibitor is in default, then the Organizer shall have the right, without foregoing any other legal remedies, to terminate the Exhibitor’s license to occupy the Exhibit Booth immediately upon notice to the Exhibitor, without liability to Exhibitor, and cause the Exhibitor’s personnel and property to be removed from the Facility at no expense to the Organizer. The Organizer may, but shall have no obligation to, allow the Exhibitor a limited opportunity to cure.
15.3 If the Exhibit Booth is not occupied at the time of the Event, the Organizer shall have the right to use the space. Re-letting by the Organizer of the Exhibitor’s canceled space shall not act to excuse the Exhibitor from any obligations hereunder. The Exhibitor’s companies, its subsidiaries and affiliated entities are required to maintain all their accounts with the Organizer current and in good standing. Failure to do so will result in the revocation of your right to exhibit at this event. Should your account not be in good standing all deposits paid towards the exhibit space will be retained by the Organizer.
15.4 Section 12 and Section 13, and any other term or condition which by its nature is intended to survive termination of this Agreement, will survive the termination of this Agreement.
16. 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) in connection with the Event and to use such names in Organizer’s promotional materials. Organizer is not liable for any errors or omissions in any Event directory or guide listings or descriptions.
17. 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 non-transferable, non-exclusive license to use such materials solely in connection with Exhibitor’s participation in the Event.
18. Recording of Event. The Exhibitor agrees that the Organizer shall have the right to film, photograph and record images of the Exhibitor, its Exhibit Booth, displays, exhibits and personnel during, before or after the open hours of the Event 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 work or a derivative thereof of the Event, without any right of pre-approval by or additional compensation to Exhibitor. Exhibitor hereby releases Organizer and its designees from, and waives all claims it may have, now or in the future, in connection with the foregoing, and specifically waives any statutory restriction on waivers of future claims or moral rights.
19. 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; provided, however, that the foregoing shall not restrict the Exhibitor from announcing its attendance of the Event. Notwithstanding the foregoing, if Organizer provides notice to Exhibitor to alter or remove any such use, Exhibitor shall immediately comply with such request.
20. Force Majeure. If the Event is canceled by the Organizer for one or more days due to severe weather, fire, flooding, Facility damage/disrepair, utility disruption, governmental regulation/order, or the occurrence of any other condition beyond the direct control of the Organizer (even if caused in part by the negligence of the Organizer), then Exhibitor agrees to accept, as its sole and exclusive remedy, a one-time payment from the Organizer equal to the fee paid by Exhibitor to the Organizer for the Exhibit Booth. The Organizer shall not be liable for or responsible for any delays, damages, loss, increased costs, lost profits, or other unfavorable circumstances arising from any such cancellation of the Event.
21. Miscellaneous.
21.1 This Agreement and any additional rules or regulations adopted by Organizer or the Facility, represents the entire understanding between the Organizer and the Exhibitor regarding the participation in the Event and supersedes any prior agreements or understandings, whether written or oral, and may not be amended without Organizer’s written consent.
21.2 Any claims or disputes between Exhibitor and the Organizer shall be brought exclusively in a court of competent jurisdiction in Harris County, Texas and governed by, and construed in accordance with, the laws of the State of Texas without regard to conflict of law principles. Exhibitor hereby consents to the exclusive jurisdiction of such courts and irrevocably waives any claims or objections regarding lack of personal or subject matter jurisdiction.
21.3 The Organizer makes no representations or warranties of any kind to the Exhibitor, express or implied, regarding the number of Event attendees, the suitability or desirability of exhibiting or otherwise participating in the Event, the accuracy or usefulness of any event advertisements or materials, or regarding any other matters. The Organizer disclaims all express or implied representations and warranties, whether statutory, arising from course of dealing, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
21.4 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.
21.5 The relationship of the Organizer to the Exhibitor shall be that of an independent contractor; no principal/agent, partnership, joint venture, employment, joint employer, or other relationship is created or intended hereby.
21.6 Admission to the Event shall be controlled exclusively by the Organizer. The Exhibitor acknowledges that the Organizer reserves the right to remove from the Event and eject from the Facility any individual for violation (as determined by the Organizer) of this Agreement or applicable law, rule, regulation, or policy.
21.7 The Exhibitor acknowledges and understands that there are inherent risks and dangers associated with participation in the Event, including bodily injury, death, personal injury, emotional distress, exposure to COVID-19 and other infectious or communicable diseases, as well as the loss, damage or destruction of property. The Exhibitor acknowledges and represents to the Organizer that Exhibitor has elected to participate in the Event with full knowledge of the risk and danger involved, and the Exhibitor hereby accepts and assumes any and all risks of injury, illness, death, damage, or other loss to persons or property sustained in connection with or arising out of use and occupancy of the Exhibit Booth or participation in the event by exhibitor, even if caused in part by the negligent acts or omissions of the entities, to the fullest extent allowed by applicable law. Exhibitor acknowledges and agrees that sickness or matters related to COVID-19 shall not be a force majeure event unless the Event is permanently canceled as a result of COVID-19.
21.8 If any provision herein found by a court to be invalid, illegal or unenforceable under applicable law, then the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and shall continue in full force and effect. 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.
21.9 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.