TERMS AND CONDITIONS
1. The Tech Phenomenon Innovation World Tour is owned managed and produced by Tech Phenomenon hereinafter called “Tech Phenom” or “Show Management”.
2. Offer and Acceptance. Exhibitor’s submission of the Exhibit Space Agreement form, with or without a deposit, shall constitute an offer from Exhibitor to enter into such Agreement with the Trade Show(s), causing the Agreement as a whole to become effective. All payments to TECH PHENOM must be in United States dollars drawn on a U.S. bank and made payable to Tech Phenom. TECH PHENOM reserves the right to cancel the Application & Contract and resell the Assigned Space of any Exhibitor which fails to pay required exhibit space fees by the invoice due date. Exhibitor understands and agrees that no portion of the exhibit fee is refundable and Exhibitor is liable for the total exhibit fee.
3. Arrangements of Exhibits. Exhibits shall be so arranged as not to obstruct the general view nor hide the exhibits of others. Plans for specially built displays not in accordance with these Exhibition Rules and the regulations set forth in the Exhibitor Packet must be submitted to Show Management before construction is ordered and/or begun. The Exhibitor Packet will be supplied to Exhibitor approximately three months before the Exhibition. With or without prior inspection, Exhibitor understands that by signing the Agreement form, Exhibitor agrees to be bound by the Exhibitor Packet, which shall form part of the Agreement.
4. Exhibitor Services Contractor. The official exhibitor services contractor of the Expo is responsible for drayage, decoration, and labor. Drayage pertains to the moving of freight from the loading docks to booths, and from booths to the loading docks; also between booths. Decoration pertains to installing, decoration, and dismantling exhibits. Labor for drayage and decoration, as well as for signs is also arranged through the exhibitor services contractor.
5. Soliciting/Photographs. Exhibitor is prohibited from distributing (i) literature, souvenirs, or other items from outside the boundaries of Exhibitor’s booth, and (ii) literature, souvenirs, or other items that are other than Exhibitor’s own materials; in each case, unless Exhibitor has obtained Show Management’s prior written approval. These prohibitions apply before, after, or during Exhibition hours. Canvassing in exhibit halls or distribution of advertising matter, souvenirs, or any other items whatsoever by anyone who is not a paid exhibitor is strictly forbidden. Exhibitor is prohibited from taking photographs of other exhibits or other aspects of the Exhibition, without Show Management’s prior written approval. Exhibitors may photograph only their own booth(s).
6. Exhibitor Personnel and Others. Technical specialists, qualified to discuss engineering details of their products, must man booths at all times during Exhibition hours. Show Management reserves the right to prohibit an exhibit or part of an exhibit that, in Show Management’s sole discretion, may detract from the character or nature of the Exhibition.
7. Booth Occupancy. All rented space must be occupied only by representatives of the company which has entered into the agreement with Tech Phenom to exhibit at the Trade Show(s). Except for companies that share an explicit supplier/vendor relationship, exhibiting companies are forbidden from promoting outside/sister companies in their booth space. Booth sharing, swapping, or resale is prohibited without exception. All booth space must be staffed completely and all booth displays must remain fully assembled for the full duration of the published show hours; failure to do so, including breaking down displays before close-of-show or by leaving early for any reason whatsoever, will result in a monetary penalty equal to 150% of the cost of the exhibitor’s purchases for the Expo.
8. Remedies. If Exhibitor fails to make any payment or otherwise breaches any provision of the Agreement, and fails to cure within a reasonable time (as defined in the next sentence) after Exhibitor has received written notice from Show Management specifying the breach, Show Management shall have the right to exercise (without further notice) any one or more of the following remedies at any time after such reasonable time has passed: (i) cancel the Agreement in whole or in part; (ii) evict Exhibitor from any or all of the space being rented by Exhibitor; (iii) have any of the Agreement’s violated provisions specifically enforced; and/ or (iv) exercise any other remedy available by rule of law. “Reasonable time” means: (i) immediately in the case of any breach occurring during the Exhibition; (ii) 24 hours, in the case of any failed payment and (iii) 5 days, in the case of any other breach. In addition, Show Management may keep any and all monies received from Exhibitor as liquidated damages, it being understood that the Trade Show(s)’ losses and damages from Exhibitor’s breach of the Agreement as well as a precise value for services provided by the Trade Show(s) prior to the conclusion of the Exhibition are difficult to ascertain and that the agreed liquidated damages are not intended and may not be construed as a penalty. Upon cancellation of the Agreement, Show Management may (without prejudice to any other available remedy) rent Exhibitor’s space to any other exhibitor, or use such space in any other manner as Show Management deems necessary, in its sole discretion, without any obligation to Exhibitor.
9. Unoccupied Space. If any of Exhibitor’s space remains unoccupied on opening day of the Exhibition, Exhibitor shall be deemed to have abandoned such space. Thereafter, Show Management shall have the right to rent such space to any other exhibitor, or use such space in any other manner as Show Management deems necessary, in its sole discretion, without any obligation to Exhibitor. This Section shall not be construed as affecting the obligation of Exhibitor to pay the full amount specified in the Agreement for space rental (see Section 14).
10. Liability. Neither Show Management nor its agents or representatives will be responsible for any injury, loss, or damage that may occur to Exhibitor or to Exhibitor’s employees, invitees, licensees, or guests, or Exhibitor’s property, from any cause whatsoever. Under no circumstances shall Show Management or its agents or representatives be liable for (i) any special, indirect, incidental, or consequential loss or damage whatsoever, or (ii) any loss of profit, loss of use, loss of opportunity, or any cost or damage resulting from any such loss. Exhibitor acknowledges that the risk allocations of this Section are reasonable based on the understanding that Exhibitor shall obtain, at its own expense, adequate insurance against any such injury, loss, or damage. Show Management shall not be liable for failure to perform its obligations under the Agreement as a result of strikes, riots, acts of God, or any other cause beyond its control. Anyone visiting, viewing, or otherwise participating in Exhibitor’s booth or exhibit is deemed to be the invitee, licensee, or guest of Exhibitor, and not the invitee, licensee, or guest of Show Management. Exhibitor assumes full responsibility and liability for the actions of its agents, employees, independent contractors, or representatives, whether acting within or without the scope of their authority, and agrees to defend, indemnify, and hold the Trade Show(s), the exhibition hall, and their respective privies, harmless from and against claims resulting directly or indirectly from the actions or omissions of Exhibitor and/or Exhibitors agents, employees, independent contractors, or representatives, whether within or without the scope of authority. There is no other agreement or warranty between Exhibitor and Show Management except as set forth in this document and the Exhibitor Packet. The rights of Show Management under the Agreement shall not be deemed waived except in writing signed by an authorized officer of Show Management.
11. Insurance. For the term of the Agreement, Exhibitor shall at all times maintain insurance sufficient to cover the liabilities of Exhibitor under the Agreement. The amount and scope of such insurance shall be reasonably satisfactory to Show Management. Such insurance shall also provide coverage for Exhibitor’s contractual obligations to defend, indemnify, and hold harmless, as stated in the Agreement. Show Management shall be added as an additional insured to such insurance. Exhibitor’s insurer shall confirm to Show Management that such insurance cannot be cancelled or changed without thirty (30) days prior written notice to Show Management. Exhibitor agrees to provide Show Management a suitable certificate verifying that the required insurance is and will remain in force for the duration of the Exhibition. The minimum acceptable coverage is a $1,000,000 general liability policy with Tech Phenom, LLC listed as an additional insured party for the duration of the Expo.
Event Cancellation: In the event that because of war, fire, strike, government order, public catastrophe, act of God or the public enemy or any other cause beyond the control of TECH PHENOM including perceived market conditions, the Event or any part thereof is not held, is cancelled by TECH PHENOM or the facility, the city, county, or federal government , or the Assigned Space assigned hereunder becomes unavailable, the refund of any fees to the Exhibitor, Sponsor, Attendee or Partner shall be at the sole discretion of TECH PHENOM. Exhibitor shall not have any right to an accounting, review, or audit of the financial records of TECH PHENOM. Any exhibitor who cancels this contract prior to any cancellation of the Event by TECH PHENOM shall not be entitled to any refunds paid pursuant to this paragraph.
13. Jurisdiction and Attorney Fees. All claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this agreement, including but not limited to breach thereof, shall be referred to mediation pursuant to the Texas Arbitration Dispute Resolution Act, (Texas Practice and Remedies Code, Chapter 154),before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration. Each party shall pay its own legal and other costs relating to the mediation or the non-binding arbitration regardless of the outcome of the mediation or the non-binding arbitration.
14. Taxes and Licenses. Exhibitor shall be responsible for obtaining any licenses, permits, or approvals required under local, city, state, or national law applicable to Exhibitor’s activity at the Exhibition. Exhibitor shall be responsible for obtaining any tax identification numbers and paying all taxes, license fees, use fees, or other charges that may become due to any governmental authority concerning Exhibitor’s activities related to the Exhibition.
15. No Guarantee: TECH PHENOM makes no representations or warranties regarding the number of persons who will attend the Event, such number being impossible to predict accurately in advance of the Event. Exhibitor understands that neither TECH PHENOM nor its agents or representatives guarantees attendance at the Event nor any financial gain to any Exhibitor participating in the Event.
16. Cancellation by Exhibitor after Acceptance: If Exhibitor desires to cancel this Application & Contract after acceptance, Exhibitor forfeits all rights to assigned space and may do so only by giving notice thereof in writing sent to Show Management. In such event, Exhibitor will continue to be liable to for the total exhibit fee. This amount is considered to be liquidated and agreed upon damages, for the injuries Show Management will suffer as a result of Exhibitor’s cancellation. This provision for liquidated and agreed upon damages is a bona fide provision and not a penalty. The parties understand that the withdrawal of the space reserved from availability at a time when other parties would be interested in applying for it, will cause Show Management to sustain damages. In this situation Show Management’s damages will be substantial, but they will not be capable of determination with mathematical precision. Therefore, the provisions for liquidated and agreed upon damages have been incorporated into this Application & Contract as a valid pre-estimate of these damages. Show Management assumes no responsibility for having included the name of Exhibitor in the Exhibition catalog, brochures, news releases, or other materials.
17. Changes. If Exhibitor requests an increase of its booth space after the Agreement has become effective, Show Management will use reasonable best efforts to accommodate such request, subject to space availability, additional fee payment, and other circumstances then prevailing. If Exhibitor requests a change that leads to a net reduction of booth space from original requirements, such request shall be covered by Section 14 above.
18. Other Matters. Tech Phenom, whose main office is in Addison Tx. All matters not expressly covered in the Agreement are subject to the sole decision of the Show Management, whose decision shall be final.