American Field Vendor Terms and Conditions
These American Field Vendor Terms and Conditions outlined below (“Agreement”) cover the reservation(s) and participation in any of the American Field Vendor Events as selected by purchasing a vendor booth reservation through our online checkout process. You accept these by checking the box on our website at www.shopaf.co and accepts the exhibit booth and/or vendor space (“Vendor Space”) assigned to, or to be assigned to Vendor by American Field (“Host”). This Agreement sets forth the agreement between Vendor and Host as follows:
a. Effective Date. Upon the execution and delivery of this Agreement by both Vendor and Host, this Agreement shall be binding upon the parties as of the date of the signature of Host at the bottom of the signature page (“Effective Date”). EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ANY MONIES PAID BY VENDOR IN CONJUNCTION WITH ITS EXECUTION OF THIS AGREEMENT SHALL BE NON-REFUNDABLE AS OF THE EFFECTIVE DATE.
b. Assignment and Subletting. Vendor agrees that it shall not sell, assign, transfer or sublet this Agreement, or assign, share, sublet or otherwise encumber its Vendor Space, in whole or in part, unless and until it has obtained the prior written approval of Host, which approval Host may withhold at Host’s sole discretion.
c. Booth Reservations and Use:
(1) Booth/Event Reservations: Booth reservations made through Host’s booking system DO NOT guarantee Vendor a booth placement. Upon receipt of Vendor’s reservation request and full payment Host will review Vendor’s request for a booth reservation and make a decision to approve or disapprove Vendor’s request. Host will make a reasonable and concerted effort to make a decision regarding acceptance or denial of Vendor’s request within two weeks of it’s receipt of such request.
(2) Use: Exhibitor agrees that it shall (i) use the Vendor Space assigned by Host in accordance with the terms and conditions of this Agreement and the rules and regulations of the facility in which the American Field event (“Event”) is being held (“Venue”); (ii) not permit any excessive noise or the use of a public address system at its Vendor Space or at the Event; (iii) not leave its Vendor Space unattended at any time during the event; (iv) leave its Vendor Space in clean, completely swept condition and in the same condition that it was in when Vendor first occupied the Vendor Space; and (v) pay any and all fees and expenses required by this Agreement on or before the deadline dates set forth in the Vendor Contract provided herein. It is acknowledged and agreed by the Vendor that Host will not allow Vendor to participate in the Event or utilize the Venue or Event facilities unless and until Vendor has paid the full amount of Vendor fees and has delivered to Host the required certificates of insurance on or before deadline dates.
d. Displays/Exhibits. Vendor may not display or exhibit any product or services which are not generally set forth in the Vendor Contract and/or any product or services which are not, as determined by Host, in its sole discretion, relevant to the purpose and function of the Event. Host shall be the sole arbiter of whether or not the products and services proposed to be exhibited by the Vendor are products and/or services that are appropriate and relevant to the Event. Further,
Host reserves the right to approve or disapprove of any media in whatever form, which may be displayed by the Vendor at its Vendor Space.
e. Vendor Space Design. Vendors must use the vendor space system and design provided by Host, which shall solely and exclusively control the structure, design and construction of the Vendor Space. Notwithstanding the foregoing, Vendor may use its own design for its Vendor Space if Vendor obtains the prior written consent of Host, which Host may withhold at its sole discretion.
f. Insurance. Vendor shall be responsible for its equipment, personal property, displays, and any and all other property in addition to any and all of its personnel. Vendor’s right to exhibit at the Event is conditioned upon Vendor’s duty to maintain adequate insurance as provided in Section 11 herein below to fully protect and indemnify Host and its employees, agents, affiliates, co-sponsors, contractors and the Event facilities from any and all claims arising from Vendor’s activities before, during or after the Event.
g. Compliance with Law. Vendor agrees to abide by all applicable federal, state and local laws, codes, ordinances, rules and regulations and any and all insurance rules and regulations and any and all rules and regulations of the Venue and Event facilities, including, but not limited to, union rules.
2. Relocation. It is acknowledged and agreed by Vendor and Host that Host reserves the right to amend and/or expand Event hours, the length and duration of the Event, and/or amend the Event dates, as well as to change the physical space to be occupied by the Event, including the Venue or Event facilities in which the Event is intended to take place. In the event of any such change other than a change in the dates, Vendor agrees and expressly waives any right or claim to the return of any Vendor fees, or deposits. In the event of a change in the dates that are greater than seven days from the original dates, then Vendor shall have the right to terminate this Agreement by providing Host with written notice of such cancellation within five business days from its receipt of notice of such change in the dates. All notices concerning cancellation and/or terminations with respect to the Vendor Space, must be made in writing and sent to Host by a commercially recognized overnight courier or by certified mail, return receipt requested. The effective date of such notice shall be deemed to be the date on which the notice is actually received by Host.
3. Breach or Default and Remedies. The following shall be considered material defaults by Vendor pursuant to this Agreement:
a. A cancellation or termination of this Agreement by Vendor except as expressly permitted herein;
b. Vendor’s failure, neglect, and/or refusal to participate in the Event in accordance with this Agreement;
c. Reduction by Vendors of its Vendor Space; failure, refusal and/or neglect by Vendor to make timely payments of amounts due pursuant to this Agreement;
d. Any other default with respect to any other duty and/ or obligation of the Vendor under or pursuant to this Agreement.
e. Any refusal, neglect or failure of the Vendor to physically occupy the Vendor Space assigned to it
4. Remedies. In the event that Vendor breaches this Agreement due to Vendor’s failure to adhere to payment terms, Host may resale the Vendor Space and, as provided above, Vendor will not be entitled to refund of any paid Vendor fee. ALL FEES ARE NON-REFUNDABLE. In the event of a breach of any of the terms or conditions of this Agreement by Vendor, Host will have the right to exercise any and all remedies at law and equity available to it under applicable law.
5. Notices. All notices concerning cancellation and/or terminations with respect to the Vendor Space, must be made in writing and sent to Host by a commercially recognized overnight courier or by certified mail, return receipt requested. The effective date of such notice shall be deemed to be the date on which the notice is actually received by Host.
6. Interest and Costs. In the event Vendor fails, neglects to and/or refuses to timely pay amounts required by this Agreement, Vendor shall pay interest at the rate of twelve (12%) per annum on all past due balances, as well as collection costs, court fees and attorneys’’ fees.
7. Condition of Space. Host makes no and disclaims all representations and/or warranties, express or implied, with respect to the Event Space, services, or utilities provided by the Venue or other entity licensing or leasing the Event space and facilities to Host. In addition, Host makes no and disclaims all representations or warranties with respect to the success of the Vendor’s Exhibit, the traffic at the Event, and the demographics of attendees at the Event.
8. Limitation of Liability. VENDOR EXPRESSLY ASSUMES ALL RESPONSIBILITY, LIABILITY AND RISK ASSOCIATED WITH, RESULTING FROM OR ARISING IN CONNECTION WITH ANY AND ALL OF THE ACTS AND/OR OMISSIONS OF VENDOR AND OF VENDOR’S EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND GUESTS, INCLUDING WITHOUT LIMITATION, ALL RISKS OF THEFT, HARM, LOSS, DAMAGE, INJURY OR DEATH TO OR OF ANY PERSON, ITS OWN PROPERTY OR THE PROPERTY OF OTHERS, BUSINESS OR PROFITS OF VENDOR, TORTIOUS ACTIVITY OF ANY KIND, INCLUDING LIBEL, SLANDER OR INJURIES CAUSED BY EVENTS OCCURRING IN AND AROUND VENDOR’S SPACE, WHETHER CAUSED BY NEGLIGENCE, INTENTIONAL ACT, ACCIDENT, ACTS OF GOD OR OTHERWISE, PRIOR TO, DURING, OR SUBSEQUENT TO THE PERIOD COVERED BY THIS AGREEMENT. IN NO EVENT WILL HOST, OR HOST’S SERVICE CONTRACTORS, THE VENUE, EVENT FACILITIES, OR THE CITY WHERE THE EVENT FACILITIES ARE LOCATED OR THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND/OR REPRESENTATIVES BE LIABLE FOR ANY LOSS OF BUSINESS OR LOST PROFITS, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY NATURE OR FOR ANY REASON WHATSOEVER, ARISING OUT OF OR FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY OR OTHERWISE, EVEN IF VENDOR WAS APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. HOST MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE NUMBER OF PERSONS WHO WILL ATTEND THE EVENT OR REGARDING ANY OTHER MATTERS. VENDOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PROVIDED UNDER APPLICABLE LAW, HOST’S MAXIMUM LIABILITY TO THE VENDOR IN ANY WAY RELATED TO, IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT, THE USE, REFUSAL TO LICENSE, REJECTION OF VENDOR SPACE, OR JUDICIAL DETERMINATION OF HOST’S WRONGFUL CANCELLATION OF VENDOR SPACE, WILL BE LIMITED SOLELY TO THE RETURN OF ALL OR A PRO-RATED PORTION OF ANY VENDOR FEE PAYMENT PREVIOUSLY PAID TO HOST BY VENDOR
9. Cancellation by Host. In the event that Host is unable to obtain all permits necessary for the Host to conduct the Event more than twenty (20) days before the commencement of the Event and Host notifies Vendor in writing of the same prior to the 20th day before such commencement, then Host shall have the right to cancel the Event and in the event of such cancellation, Vendor’s sole remedy and Recourse shall be to recover from Host all monies paid by Vendor to Host for the Event and Host shall return all such monies to Vendor within ten (10) business days after such cancellation.
10. Force Majeure. If the Event is terminated for any reason beyond the reasonable control of Host, including, without limitation, acts of God, war, riot, strikes, labor dispute, accidents, laws, ordinances, regulations, lack of utilities, commodities, or supplies, inability to secure sufficient labor, terrorism or threats of terrorism, disruption to transportation, disaster, fire, earthquake or any other comparable casualty, Host may terminate this Agreement without liability and Host may retain the earned portion of the fee required pursuant to this Agreement to compensate it for expenses and commitments incurred up to the time of terminating the Event. Any remaining unearned fee will be refunded to Vendor.
11. IP Indemnification. In the event that the Vendor makes use of any copyright, trademark, patent, trade secret, or other intellectual property, Vendor shall indemnify and hold harmless Host, its respective officers, directors, employees, insurers, agents, representatives, invitees, subsidiary companies, affiliate companies, related companies, and all others for whom Host is responsible under the law, and all of their heirs, successors and assigns, from any and all damages, actions, suits, claims, or other expenses (including attorneys’ fees and costs, through all appeals) proximately caused by any infringement of such copyright or trademark or other intellectual property.
12. Indemnification. To the maximum extent permitted by law: (i) Vendor agrees to protect, indemnify, defend and hold harmless, Host, the Venue, and their respective owners, directors, officers, members, employees, affiliates, service contractors, agents and representatives, from any and all claims, actions, demands, damages, liability, or expenses of any kind or nature, including, without limitation, judgments, interest, reasonable attorneys’ fees and all other costs and charges in connection with or arising out of Vendor’s use of any of the Event facilities and the Venue and/or Vendor Space or Event services, (ii) Vendor’s breach of or default with respect
to any terms, duties, and obligations it has pursuant to this Agreement; (iii) failure by Vendor to obtain licenses or consents or for infringements of intellectual property, including patents, copyrights or the unauthorized use of registered trademarks or service marks or other violations of property rights or the rights of privacy or publicity of any third party arising from or in connection with the Event; or (iv) claims of property damage or personal injury caused by or attributed in part or in whole to any action or failure to act, whether by negligence or otherwise, on the part of Vendor or any of its directors, officers, employees, agents, representatives, guests or invitees, except to the extent due to the negligence or willful misconduct or Host or its owners, directors, officers, employees, representatives, and agents.
13. Insurance. Each Vendor is required to and covenants and agrees that it will at all times related to the Event, including without limitation the preparation and setting up for, the actual Event itself, and the removal of all equipment and materials from the Venue, carry the following insurance:
a. Worker’s Compensation Insurance in accordance with statutory requirements;
b. Employer’s Liability Insurance with limits of not less than Five Hundred Thousand ($500,000) Dollars per accident;
c. Comprehensive General Liability Insurance with limits of not less than One Million ($1,000,000) Dollars for each occurrence;
d. Liquor Liability Insurance (if liquor is sold by Vendor) with a limit of One Million ($1,000,000) Dollars;
e. Automobile Liability Insurance coverage for owned, non-owned and hired vehicles, including loading and unloading operations with minimum limits of One Million ($1,000,000) Dollars per occurrence; and
f. Coverage in an amount sufficient to protect Vendor and Vendor’s property, goods, wares, merchandise, chattels and any other property against loss, damage, theft or injury of any nature in any claims arising from any activities conducted through and during the Event, including move-in, show days, and move-out days.
g. Vendor shall deliver a copy of such policies to Host at least ten (10) days before the commencement of the Event
14. Intellectual Property. Vendor represents and warrants to Host that Vendor owns or validly possesses the right to make, use, perform, sell and display, as applicable, any and all products and services, including without limitation all patented and/ or copyrighted works, trademarks, service marks and trade names (“Intellectual Property”) used by Vendor at the Event.
15. Graphics, Audio & Visual. From time to time, photographs, motion pictures, or other video recordings may be made in and around the Event. These may include images of Vendor, its employees, agents, representatives, spokes-people and related merchandise and displays. Vendor,
on its own behalf, and on behalf of its principals, employees, officers, directors, agents and representatives, for no charge or fee hereby grants to Host a license and all rights to use the names, trademarks, trade names, and logos and images and likenesses of the Vendor and any of the Vendor’s principals, employees, officers, directors, agents, representatives, and spokes-people participating in the Event. Vendor is authorized to grant all such rights and licenses to Host.
16. Acknowledgments. Vendor acknowledges that this Agreement does not create a partnership, employee/employer relationship, joint venture or agency between the parties. The headings in this Agreement are for convenience only and are not intended to be used to construe, construct, modify or interpret the terms and conditions of this Agreement. If any portion of this Agreement is declared to be illegal, unenforceable, void or invalid, then that portion will be considered severed from this Agreement and all remaining portions will remain in full force and effect, provided the essential terms of this Agreement remain valid, legal and binding. No waiver of any breach, failure, right or remedy will be considered as a waiver of any other breach, failure, right or remedy. Termination of this Agreement will not affect or modify those obligations of the parties under this Agreement that by their terms are to survive the termination of this Agreement. In addition, the terms of Sections shall survive the termination of this Agreement.
17. Governing Law. This Agreement shall be construed in accordance with their fair meaning and the laws of the State of Georgia.
18. Operations. Any and all matters, compliance issues or questions not specifically covered or addressed by this Agreement or by applicable law or written rules and regulations governing the Event will be subject solely to the sole decision and determination of the Host. Vendor agrees that the Host will have full power in any matter of interpretation and enforcement of all terms and conditions of any and all Event rules and regulations.
IN WITNESS WHEREOF, the parties agree to this Agreement intending to be legally bound.
These American Field Vendor Terms and Conditions outlined below (“Agreement”) cover the reservation(s) and participation in any of the American Field Vendor Events as selected by purchasing a vendor booth reservation through our online checkout process. You accept these by checking the box on our website at www.shopaf.co and accepts the exhibit booth and/or vendor space (“Vendor Space”) assigned to, or to be assigned to Vendor by American Field (“Host”). This Agreement sets forth the agreement between Vendor and Host as follows:
a. Effective Date. Upon the execution and delivery of this Agreement by both Vendor and Host, this Agreement shall be binding upon the parties as of the date of the signature of Host at the bottom of the signature page (“Effective Date”). EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ANY MONIES PAID BY VENDOR IN CONJUNCTION WITH ITS EXECUTION OF THIS AGREEMENT SHALL BE NON-REFUNDABLE AS OF THE EFFECTIVE DATE.
b. Assignment and Subletting. Vendor agrees that it shall not sell, assign, transfer or sublet this Agreement, or assign, share, sublet or otherwise encumber its Vendor Space, in whole or in part, unless and until it has obtained the prior written approval of Host, which approval Host may withhold at Host’s sole discretion.
c. Booth Reservations and Use:
(1) Booth/Event Reservations: Booth reservations made through Host’s booking system DO NOT guarantee Vendor a booth placement. Upon receipt of Vendor’s reservation request and full payment Host will review Vendor’s request for a booth reservation and make a decision to approve or disapprove Vendor’s request. Host will make a reasonable and concerted effort to make a decision regarding acceptance or denial of Vendor’s request within two weeks of it’s receipt of such request.
(2) Use: Exhibitor agrees that it shall (i) use the Vendor Space assigned by Host in accordance with the terms and conditions of this Agreement and the rules and regulations of the facility in which the American Field event (“Event”) is being held (“Venue”); (ii) not permit any excessive noise or the use of a public address system at its Vendor Space or at the Event; (iii) not leave its Vendor Space unattended at any time during the event; (iv) leave its Vendor Space in clean, completely swept condition and in the same condition that it was in when Vendor first occupied the Vendor Space; and (v) pay any and all fees and expenses required by this Agreement on or before the deadline dates set forth in the Vendor Contract provided herein. It is acknowledged and agreed by the Vendor that Host will not allow Vendor to participate in the Event or utilize the Venue or Event facilities unless and until Vendor has paid the full amount of Vendor fees and has delivered to Host the required certificates of insurance on or before deadline dates.
d. Displays/Exhibits. Vendor may not display or exhibit any product or services which are not generally set forth in the Vendor Contract and/or any product or services which are not, as determined by Host, in its sole discretion, relevant to the purpose and function of the Event. Host shall be the sole arbiter of whether or not the products and services proposed to be exhibited by the Vendor are products and/or services that are appropriate and relevant to the Event. Further,
Host reserves the right to approve or disapprove of any media in whatever form, which may be displayed by the Vendor at its Vendor Space.
e. Vendor Space Design. Vendors must use the vendor space system and design provided by Host, which shall solely and exclusively control the structure, design and construction of the Vendor Space. Notwithstanding the foregoing, Vendor may use its own design for its Vendor Space if Vendor obtains the prior written consent of Host, which Host may withhold at its sole discretion.
f. Insurance. Vendor shall be responsible for its equipment, personal property, displays, and any and all other property in addition to any and all of its personnel. Vendor’s right to exhibit at the Event is conditioned upon Vendor’s duty to maintain adequate insurance as provided in Section 11 herein below to fully protect and indemnify Host and its employees, agents, affiliates, co-sponsors, contractors and the Event facilities from any and all claims arising from Vendor’s activities before, during or after the Event.
g. Compliance with Law. Vendor agrees to abide by all applicable federal, state and local laws, codes, ordinances, rules and regulations and any and all insurance rules and regulations and any and all rules and regulations of the Venue and Event facilities, including, but not limited to, union rules.
2. Relocation. It is acknowledged and agreed by Vendor and Host that Host reserves the right to amend and/or expand Event hours, the length and duration of the Event, and/or amend the Event dates, as well as to change the physical space to be occupied by the Event, including the Venue or Event facilities in which the Event is intended to take place. In the event of any such change other than a change in the dates, Vendor agrees and expressly waives any right or claim to the return of any Vendor fees, or deposits. In the event of a change in the dates that are greater than seven days from the original dates, then Vendor shall have the right to terminate this Agreement by providing Host with written notice of such cancellation within five business days from its receipt of notice of such change in the dates. All notices concerning cancellation and/or terminations with respect to the Vendor Space, must be made in writing and sent to Host by a commercially recognized overnight courier or by certified mail, return receipt requested. The effective date of such notice shall be deemed to be the date on which the notice is actually received by Host.
3. Breach or Default and Remedies. The following shall be considered material defaults by Vendor pursuant to this Agreement:
a. A cancellation or termination of this Agreement by Vendor except as expressly permitted herein;
b. Vendor’s failure, neglect, and/or refusal to participate in the Event in accordance with this Agreement;
c. Reduction by Vendors of its Vendor Space; failure, refusal and/or neglect by Vendor to make timely payments of amounts due pursuant to this Agreement;
d. Any other default with respect to any other duty and/ or obligation of the Vendor under or pursuant to this Agreement.
e. Any refusal, neglect or failure of the Vendor to physically occupy the Vendor Space assigned to it
4. Remedies. In the event that Vendor breaches this Agreement due to Vendor’s failure to adhere to payment terms, Host may resale the Vendor Space and, as provided above, Vendor will not be entitled to refund of any paid Vendor fee. ALL FEES ARE NON-REFUNDABLE. In the event of a breach of any of the terms or conditions of this Agreement by Vendor, Host will have the right to exercise any and all remedies at law and equity available to it under applicable law.
5. Notices. All notices concerning cancellation and/or terminations with respect to the Vendor Space, must be made in writing and sent to Host by a commercially recognized overnight courier or by certified mail, return receipt requested. The effective date of such notice shall be deemed to be the date on which the notice is actually received by Host.
6. Interest and Costs. In the event Vendor fails, neglects to and/or refuses to timely pay amounts required by this Agreement, Vendor shall pay interest at the rate of twelve (12%) per annum on all past due balances, as well as collection costs, court fees and attorneys’’ fees.
7. Condition of Space. Host makes no and disclaims all representations and/or warranties, express or implied, with respect to the Event Space, services, or utilities provided by the Venue or other entity licensing or leasing the Event space and facilities to Host. In addition, Host makes no and disclaims all representations or warranties with respect to the success of the Vendor’s Exhibit, the traffic at the Event, and the demographics of attendees at the Event.
8. Limitation of Liability. VENDOR EXPRESSLY ASSUMES ALL RESPONSIBILITY, LIABILITY AND RISK ASSOCIATED WITH, RESULTING FROM OR ARISING IN CONNECTION WITH ANY AND ALL OF THE ACTS AND/OR OMISSIONS OF VENDOR AND OF VENDOR’S EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND GUESTS, INCLUDING WITHOUT LIMITATION, ALL RISKS OF THEFT, HARM, LOSS, DAMAGE, INJURY OR DEATH TO OR OF ANY PERSON, ITS OWN PROPERTY OR THE PROPERTY OF OTHERS, BUSINESS OR PROFITS OF VENDOR, TORTIOUS ACTIVITY OF ANY KIND, INCLUDING LIBEL, SLANDER OR INJURIES CAUSED BY EVENTS OCCURRING IN AND AROUND VENDOR’S SPACE, WHETHER CAUSED BY NEGLIGENCE, INTENTIONAL ACT, ACCIDENT, ACTS OF GOD OR OTHERWISE, PRIOR TO, DURING, OR SUBSEQUENT TO THE PERIOD COVERED BY THIS AGREEMENT. IN NO EVENT WILL HOST, OR HOST’S SERVICE CONTRACTORS, THE VENUE, EVENT FACILITIES, OR THE CITY WHERE THE EVENT FACILITIES ARE LOCATED OR THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND/OR REPRESENTATIVES BE LIABLE FOR ANY LOSS OF BUSINESS OR LOST PROFITS, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY NATURE OR FOR ANY REASON WHATSOEVER, ARISING OUT OF OR FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY OR OTHERWISE, EVEN IF VENDOR WAS APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. HOST MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE NUMBER OF PERSONS WHO WILL ATTEND THE EVENT OR REGARDING ANY OTHER MATTERS. VENDOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PROVIDED UNDER APPLICABLE LAW, HOST’S MAXIMUM LIABILITY TO THE VENDOR IN ANY WAY RELATED TO, IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT, THE USE, REFUSAL TO LICENSE, REJECTION OF VENDOR SPACE, OR JUDICIAL DETERMINATION OF HOST’S WRONGFUL CANCELLATION OF VENDOR SPACE, WILL BE LIMITED SOLELY TO THE RETURN OF ALL OR A PRO-RATED PORTION OF ANY VENDOR FEE PAYMENT PREVIOUSLY PAID TO HOST BY VENDOR
9. Cancellation by Host. In the event that Host is unable to obtain all permits necessary for the Host to conduct the Event more than twenty (20) days before the commencement of the Event and Host notifies Vendor in writing of the same prior to the 20th day before such commencement, then Host shall have the right to cancel the Event and in the event of such cancellation, Vendor’s sole remedy and Recourse shall be to recover from Host all monies paid by Vendor to Host for the Event and Host shall return all such monies to Vendor within ten (10) business days after such cancellation.
10. Force Majeure. If the Event is terminated for any reason beyond the reasonable control of Host, including, without limitation, acts of God, war, riot, strikes, labor dispute, accidents, laws, ordinances, regulations, lack of utilities, commodities, or supplies, inability to secure sufficient labor, terrorism or threats of terrorism, disruption to transportation, disaster, fire, earthquake or any other comparable casualty, Host may terminate this Agreement without liability and Host may retain the earned portion of the fee required pursuant to this Agreement to compensate it for expenses and commitments incurred up to the time of terminating the Event. Any remaining unearned fee will be refunded to Vendor.
11. IP Indemnification. In the event that the Vendor makes use of any copyright, trademark, patent, trade secret, or other intellectual property, Vendor shall indemnify and hold harmless Host, its respective officers, directors, employees, insurers, agents, representatives, invitees, subsidiary companies, affiliate companies, related companies, and all others for whom Host is responsible under the law, and all of their heirs, successors and assigns, from any and all damages, actions, suits, claims, or other expenses (including attorneys’ fees and costs, through all appeals) proximately caused by any infringement of such copyright or trademark or other intellectual property.
12. Indemnification. To the maximum extent permitted by law: (i) Vendor agrees to protect, indemnify, defend and hold harmless, Host, the Venue, and their respective owners, directors, officers, members, employees, affiliates, service contractors, agents and representatives, from any and all claims, actions, demands, damages, liability, or expenses of any kind or nature, including, without limitation, judgments, interest, reasonable attorneys’ fees and all other costs and charges in connection with or arising out of Vendor’s use of any of the Event facilities and the Venue and/or Vendor Space or Event services, (ii) Vendor’s breach of or default with respect
to any terms, duties, and obligations it has pursuant to this Agreement; (iii) failure by Vendor to obtain licenses or consents or for infringements of intellectual property, including patents, copyrights or the unauthorized use of registered trademarks or service marks or other violations of property rights or the rights of privacy or publicity of any third party arising from or in connection with the Event; or (iv) claims of property damage or personal injury caused by or attributed in part or in whole to any action or failure to act, whether by negligence or otherwise, on the part of Vendor or any of its directors, officers, employees, agents, representatives, guests or invitees, except to the extent due to the negligence or willful misconduct or Host or its owners, directors, officers, employees, representatives, and agents.
13. Insurance. Each Vendor is required to and covenants and agrees that it will at all times related to the Event, including without limitation the preparation and setting up for, the actual Event itself, and the removal of all equipment and materials from the Venue, carry the following insurance:
a. Worker’s Compensation Insurance in accordance with statutory requirements;
b. Employer’s Liability Insurance with limits of not less than Five Hundred Thousand ($500,000) Dollars per accident;
c. Comprehensive General Liability Insurance with limits of not less than One Million ($1,000,000) Dollars for each occurrence;
d. Liquor Liability Insurance (if liquor is sold by Vendor) with a limit of One Million ($1,000,000) Dollars;
e. Automobile Liability Insurance coverage for owned, non-owned and hired vehicles, including loading and unloading operations with minimum limits of One Million ($1,000,000) Dollars per occurrence; and
f. Coverage in an amount sufficient to protect Vendor and Vendor’s property, goods, wares, merchandise, chattels and any other property against loss, damage, theft or injury of any nature in any claims arising from any activities conducted through and during the Event, including move-in, show days, and move-out days.
g. Vendor shall deliver a copy of such policies to Host at least ten (10) days before the commencement of the Event
14. Intellectual Property. Vendor represents and warrants to Host that Vendor owns or validly possesses the right to make, use, perform, sell and display, as applicable, any and all products and services, including without limitation all patented and/ or copyrighted works, trademarks, service marks and trade names (“Intellectual Property”) used by Vendor at the Event.
15. Graphics, Audio & Visual. From time to time, photographs, motion pictures, or other video recordings may be made in and around the Event. These may include images of Vendor, its employees, agents, representatives, spokes-people and related merchandise and displays. Vendor,
on its own behalf, and on behalf of its principals, employees, officers, directors, agents and representatives, for no charge or fee hereby grants to Host a license and all rights to use the names, trademarks, trade names, and logos and images and likenesses of the Vendor and any of the Vendor’s principals, employees, officers, directors, agents, representatives, and spokes-people participating in the Event. Vendor is authorized to grant all such rights and licenses to Host.
16. Acknowledgments. Vendor acknowledges that this Agreement does not create a partnership, employee/employer relationship, joint venture or agency between the parties. The headings in this Agreement are for convenience only and are not intended to be used to construe, construct, modify or interpret the terms and conditions of this Agreement. If any portion of this Agreement is declared to be illegal, unenforceable, void or invalid, then that portion will be considered severed from this Agreement and all remaining portions will remain in full force and effect, provided the essential terms of this Agreement remain valid, legal and binding. No waiver of any breach, failure, right or remedy will be considered as a waiver of any other breach, failure, right or remedy. Termination of this Agreement will not affect or modify those obligations of the parties under this Agreement that by their terms are to survive the termination of this Agreement. In addition, the terms of Sections shall survive the termination of this Agreement.
17. Governing Law. This Agreement shall be construed in accordance with their fair meaning and the laws of the State of Georgia.
18. Operations. Any and all matters, compliance issues or questions not specifically covered or addressed by this Agreement or by applicable law or written rules and regulations governing the Event will be subject solely to the sole decision and determination of the Host. Vendor agrees that the Host will have full power in any matter of interpretation and enforcement of all terms and conditions of any and all Event rules and regulations.
IN WITNESS WHEREOF, the parties agree to this Agreement intending to be legally bound.