Additional Terms & Conditions
ADDITIONAL TERMS and CONDITIONS
- Definitions. “Exhibition” means the specific expositions or conferences held by Management identified; “Management” means PERKS Convention LLC, together with each of its officers, directors, shareholders, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise; “” means the party participating as an exhibitor at the Exhibition together with each of its officers, directors, shareholders, agents, affiliates, representatives, employees and assigns, as applicable; “Venue” means the facility(ies) or venue(s) in which the Exhibition is conducted; “Agreement” means these Additional Terms and Conditions, the foregoing above “Click Content Acceptance”, any Management attachment hereto or thereto and any other terms incorporated by reference herein or therein (as each may be amended solely by a duly authorized representative of Management), the Exhibition services manual, and all rules and regulations of the Venue applicable to the Exhibition.
- Agreement Submission. Upon Management’s acceptance of this Agreement, Exhibitor shall be entitled to participate in the Exhibition as an exhibitor. The Agreement permits Exhibitor to occupy and utilize the booth area, meeting room(s) or other space assigned to it by Management (collectively, the “Exhibit Space”) to exhibit permitted products at the Exhibition and to utilize, where applicable, Management-provided services. Exhibitor acknowledges that its deposit shall be processed by Management upon receipt, but that such processing does not constitute an acceptance of the Agreement and does not grant Exhibitor an Agreement. Exhibitor hereby acknowledges and represents to Management that Exhibitor has received and thoroughly read, understood, and agrees with these Additional Terms and Conditions and the Click Content Acceptance.
- Limitation of Liability. Neither Management nor the Venue, their respective affiliates, representatives, employees and agents, shall be responsible for, nor have any liability arising from or related to submission of an Agreement and/or participation in the Exhibition, including any loss or damage to displays or goods belonging to Exhibitor, whether resulting from, without limitation, fire, storms, acts of God, air conditioning or heating failure, theft, pilferage, disappearance, bomb threats, terrorism, roof leaks, Exhibitor booth visitors and guests, shipments coming in or out of the Venue or Exhibit Space, inadequately packed property or other causes. All such items are brought to the Exhibition and displayed at Exhibitor’s own risk and should be safeguarded at all times. Management makes no representations or warranties with respect to the number of attendees or the demographic nature of such attendees. In no event shall Management or the Venue, or any of its affiliates, representatives, employees, and agents, be liable for any special, incidental, indirect, punitive, or consequential damages arising out of or in connection with this Agreement.
- Management shall, in its sole discretion, determine any dispute or conflict with respect to any matters not specifically covered by the Agreement. Management shall have full power in the matter of interpretation, amendment, and enforcement of the Agreement.
- Amendments. Amendments to this Agreement by a duly authorized representative of Management shall be incorporated herein, and Exhibitor shall be subject to the provisions of the Agreement and Agreement as so amended when written notification is sent to Exhibitor (which may be communicated by e-mail).
- Eligible Exhibits. Exhibitor shall exhibit materials, products or services directly related to the Exhibition’s industries and of specific interest to attendees. Management reserves the right to determine the eligibility of any exhibit for display. No exhibits or advertising shall be allowed to extend beyond or above the back and side rails of the Exhibit Space, without Management’s prior written consent. Exhibitors are prohibited from soliciting prospective employees, and employee-recruiting activity of any kind without Management’s prior written consent.
- Only Exhibitor’s products may be displayed in the Exhibit Space. Exhibits must be used solely for the purpose of promoting Exhibitor’s products and/or services and shall not be used for other business purposes. Exhibitor shall not use the Exhibit Space to promote any other exhibition or conference without Management’s prior written consent. Management rulings regarding any Exhibit Space use are final. Exhibitor’s exhibit shall be admitted and permitted to remain solely by strict compliance by Exhibitor with the Agreement and Agreement. Management reserves the right to reject, eject or prohibit any exhibit, in whole or in part, Exhibitor or any of its representatives, upon Management’s good faith determination that the same is not in accordance with the Agreement and Agreement. Management shall provide no refunds in the event of such rejection, ejection, or prohibition.
- Permitted Publications. Management reserves the right to determine the eligibility of any publication for display or distribution. Publications which contain advertisements purchased by exhibitors and which (a) are published only during the Exhibition or (b) otherwise target the Exhibition and its customers are not eligible products for display or distribution from any Exhibit Space or from anywhere in the Venue or its grounds. For the avoidance of doubt, non-official show dailies are not eligible products for display or distribution. Exhibitor shall not exhibit, offer for sale, give as a premium, hand out, distribute, or advertise articles or publications not manufactured or sold in its own name.
- Intellectual Property. Management expects Exhibitor to respect the intellectual property rights of other parties. Exhibitor shall not display any product that is counterfeit or in any way infringes trademarks, copyrights, patents, or other intellectual property of a third party. Exhibitor warrants that the names, logos, artwork, and other content Exhibitor or its agents submitted for use in any media (including, but not limited to, ads, the Exhibition website, or any Exhibition publication) shall not infringe the intellectual property rights of any third party and shall not contain anything which is libelous, obscene, indecent, blasphemous or in any way unlawful. In cases of documented intellectual property infringements, Management reserves the right to exclude the infringer from current and future Exhibitions. However, this stipulation does not create an obligation for Management to take such action. Management does not accept liability for intellectual property infringements that may be committed by Exhibitor
- Intellectual Property Disputes Between Exhibitors; Service of Process and Orders. Neither Exhibitor nor its agents (including, but not limited to, legal counsel or process servers) shall serve process on any other Exhibition participant during the hours the Exhibition is open to attendees. If Exhibitor has obtained a judicial/administrative relief order against another Exhibition participant, and Exhibitor has no reasonable alternative to serving such order on the Exhibition participant during the Exhibition, then Exhibitor or its agent shall use its best efforts to serve such order during the hours the Exhibition is closed to attendees. Notwithstanding the foregoing, Exhibitor shall provide Management written notice of the order obtained (including a copy of such order) so that a Management representative may escort Exhibitor or its agent to the booth of the Exhibition participant to be served and minimize any disruption to the Exhibition caused by such service. Exhibitor agrees to use its best efforts to resolve any intellectual property disputes with other Exhibition participants by no later than one week prior to the Exhibition’s first move-in day for exhibitors and in a location other than the Venue.
- No Sub-Licensing. Exhibitor shall not sub-lease, assign or transfer the Exhibit Space without Management’s prior written consent. Exhibitor shall not permit any person other than Exhibitor to booth-share, or otherwise occupy or conduct business in Exhibit Space, or any part thereof, without Management’s prior written consent.
- No Assignment. This Agreement is non-assignable by Exhibitor. Any attempted assignment of the Agreement by Exhibitor shall be null and void and shall constitute a breach, resulting in termination of this Agreement. Management may assign this Agreement at any time to its affiliate or any owner/purchaser of the Exhibition, by operation of law or otherwise, without the prior written consent of Exhibitor, and any such assignee shall become “Management” for all purposes hereunder and shall acquire all of rights and obligations of Management hereunder.
- Custom Booths. If Exhibitor shall use a custom booth in the Exhibit Space, it shall provide Management promptly upon request (and no later than 30 days prior to the Exhibition) detailed construction drawings showing all dimensions and orientation of such custom booth.
- Exhibitor Conduct. Exhibitor may distribute samples, souvenirs, permitted publications and similar items, or conduct other sales or sales promotion activities only from within its Exhibit Space. Management retains sole discretion to approve, control or prohibit retail sales and what types of samples and other items may be distributed and where such samples may be distributed. Any Exhibitor demonstration, distribution or activity that results in obstruction of aisles or prevents ready access to other exhibitors’ booths is prohibited and shall be suspended permanently or for any periods specified by Management.
- Compliance with Laws. Exhibitor shall comply with all Federal, State, and local laws applicable to its participation in, and activity at the Exhibition. Exhibitor shall be responsible for obtaining all required licenses, permits, approvals and permissions applicable to its participation in, and activity at the Exhibition. Exhibitor shall be responsible for obtaining any tax identification numbers and paying all taxes, license fees or other charges that shall become due to any governmental authority in connection with its activities at the Exhibition.
- Union Work Rules. Exhibitor shall abide by union work rules and jurisdictions of the city and Venue, if applicable, including the Venue’s exclusive services.
- Good Neighbor Policy. Exhibitor shall operate within the Exhibit Space so as not to annoy, endanger or interfere with the rights of other exhibitors or attendees. Management may, in its sole discretion, prohibit any action resulting in complaints from other exhibitors or attendees and which interferes with the rights of others or exposes them to annoyance or danger. Exhibitor’s unreasonable interference with, or inconvenience to the Exhibition, exhibitors or attendees shall be deemed a breach of the Agreement.
- Exhibitor Representatives; Exhibit Space. Exhibitor representatives shall be restricted to Exhibitor’s employees and authorized representatives and must be 18 years of age or older. Management may, in its sole discretion, limit the number of Exhibitor’s representatives in the Exhibit Space. Exhibitor’s representatives shall at all times wear any badge identification furnished by
Management. Exhibitor acknowledges that it shall require its representatives to dress and conduct themselves in an appropriate and professional manner. Management reserves the right to determine, in its sole discretion, whether the character and attire of Exhibitor’s representatives is acceptable. Exhibitor representatives must staff the Exhibit Space during all hours the Exhibition is .
- Default in Occupancy. The actual occupancy by Exhibitor of the Exhibit Space is a material obligation of Exhibitor and is of the essence of this Agreement. If the Exhibit Space is not occupied by the time set for completion of installation of displays, and continuously occupied during Exhibition hours, the Exhibit Space may be re-possessed by Management for any purpose it may see fit without in any way releasing Exhibitor from any liability hereunder.
- Safety and Fire Laws; Electrical Safety; No Smoking. Exhibitor must strictly observe all applicable fire and safety laws and regulations. Drapes and all other cloth decorations must be flameproof. Wiring must comply with local fire department, governmental agency fire inspection ordinances and underwriters’ rules. Smoking (including electronic cigarettes) in the Venue is limited to designated areas. Crowding shall be restricted, and aisles and fire exits must not be blocked at any time. Products for display, signage, banners, and decorations must not violate applicable fire codes. No storage behind exhibits is provided or permitted, however, storage within non-public booth areas is permitted with Show Management permission. Display wiring must exhibit all applicable seals of official approving agencies as may be required by the Venue. All displays must meet the building codes of the city in which the Exhibition takes place.
- Exhibitor Breach. If Exhibitor breaches any of its obligations under this Agreement, Management (1) may immediately, without notice, prohibit Exhibitor from exhibiting at the Exhibition and all future shows and exhibitions run by Management and terminate this Agreement, (2) shall retain all amounts paid hereunder and Exhibitor shall pay Management any remaining balance outstanding according to the applicable terms of this Agreement and (3) may pursue any other legal or equitable remedies to which it is entitled. Further, Management may thereupon direct Exhibitor to immediately remove its employees, any of its representatives and agents, its merchandise and other property from the Venue.
- Resolution of Certain Disputes. If there is a dispute or disagreement between (1) Exhibitor and an official contractor, (2) Exhibitor and a labor union or labor union representative, or (3) Exhibitor and one or more other exhibitors, Management will work with Exhibitor to mitigate the dispute or disagreement, however, Management’s interpretations of the rules governing the Exhibition and its actions or decisions concerning the dispute or disagreement and its resolution shall be binding on Exhibitor.
- Electronic Communications; Exhibitor Directory, Exhibition Website and Exhibition Publications. By providing Management with its e-mail address(es), Exhibitor hereby consents to receiving unsolicited commercial e-mail messages from Management, its affiliates, partners, and assigns, and third parties licensed to send such messages to Exhibitor by any of the foregoing. Exhibitor authorizes Management to publish Exhibitor’s directory entry on the Exhibition website, in the official catalogue for the Exhibition and in any other directory relating to the Exhibition or relevant industry. Exhibitor is required to complete its own directory entry on the Exhibition website. If Exhibitor fails to complete its directory entry on the Exhibition website, Management shall be entitled to enter any Exhibitor’s details supplied and an exhibit description from a previous Exhibition year (if available) on its behalf. Management shall not be liable for any omissions, misquotations, or other errors in the Exhibition directory, on the Exhibition website, in the official catalogue of the Exhibition, in the Exhibitor service manual or any other media.
- Publicity and Promotion; Permissions. Exhibitor grants Management a fully-paid, perpetual, non-exclusive worldwide license to use Exhibitor’s name, trademarks, service marks, logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files and images, and the likeness of any person or products exhibited in all media formats (whether now known or hereafter existing) in connection with the promotion and publicity of the Exhibition. Exhibitor waives the right to inspect or approve the finished product. Exhibitor also waives all rights to royalties or other compensation arising out of or related to use of Exhibitor’s name, logo and products and the likeness of any Exhibitor personnel in such advertising media.
- and Videography The photographic and video rights for the Exhibition are reserved to Management. In that regard, Management may also take photographs, motion pictures and/or video recordings of Exhibitor’s booth space, exhibit and related merchandise and displays, and its personnel, and Exhibitor consents to Management’s use of such recordings for promotional purposes. Exhibitor may request photography and/or video services from the official Exhibition photographers and videographers, if desired. All other photography/video is strictly prohibited without Management’s prior written consent. Photographing/videographing other exhibitors’ booths or products is strictly prohibited, and such violations may result in ejection from the Exhibition and/or confiscation of camera/video equipment.
- Damage to Property. Exhibitor is liable for any damage it or its agents cause to the Venue’s floors, ceilings, walls, or columns, or to standard booth equipment, or to other exhibitors’ property.
- Booth Maintenance. Exhibitor shall maintain daily cleanliness of booth. Cleaning of booths shall take place at times other than Exhibition hours. Management will only be responsible for cleaning of aisle space and public areas.
- Right of Entry and Inspection. Management shall have right at any time to enter licensed area occupied by Exhibitor or otherwise inspect Exhibitor’s materials
- Indemnifications. Exhibitor shall also indemnify, defend on a current basis and hold harmless Management, the Exhibition’s owner(s) and sponsors, the Venue owner, and the city in which the Exhibition is being held if the city owns the Venue, and each of their respective officers, directors, employees, agents and representatives, from and against all claims, losses, suits, damages, judgments, expenses, costs (including, without limitation, reasonable legal fees) and charges of every kind arising out of or resulting from (1) its execution of this Agreement or its occupancy of the Exhibit Space or its presence at, or participation in the Exhibition, (2) the actions, inactions or negligence of Exhibitor, its agents, representatives or employees (including Exhibitor appointed contractors), (3) the breach by Exhibitor of any term or provision of this Agreement, (4) Exhibitor’s infringement of the intellectual property rights of any third party, whether knowingly or unknowingly, and whether intentionally or unintentionally (including, but not limited to, the sale or distribution of pirated goods and counterfeits/”knock-offs” of existing products and services), (5) Exhibitor’s submissions to Management, including but not limited to ads, Exhibitor directory, the Exhibition website and Exhibition publications, (6) Exhibitor’s allegations of infringement against another Exhibition participant, including Exhibitor’s service of process on another exhibitor, (7) Exhibitor’s service of a judicial/administrative order on another Exhibition participant, (8) Exhibitor’s use of music, or (9) Exhibitor’s violations of any legal and/or regulatory requirements.
- Due Execution. If the individual holding herself/himself out as duly authorized to execute this Agreement is not so authorized, he or she hereby covenants to indemnify Management (and its affiliates and their respective officers, directors, employees and other agents) from and against all claims, losses, suits, damages, judgments, expenses, costs (including, without limitation, reasonable legal fees) and charges of every kind caused by her/his execution of this Agreement and (without limitation) shall be personally liable to Management for all payments that would have been payable to Management by Exhibitor had this Agreement been duly executed on behalf of Exhibitor.
- Insurance. Exhibitor shall maintain at its sole cost and expense and throughout the duration of the Exhibition Commercial General Liability (the “CGL”) insurance coverage with a minimum combined single limit of US$1,000,000, covering bodily injury (including death), personal injury, and property damage liability, with extraterritorial coverage. Such CGL insurance shall name as additional insureds SID and their affiliates, the Venue owner, the city in which the Exhibition is being held if the city owns the Venue, and any additional party Management may reasonably request. Exhibitor shall also maintain at its sole cost and expense Workers Compensation insurance in an amount compliant with at least the statutory minimum, for employees participating in the Exhibition, as required by law. Exhibitor’s failure to comply with the insurance requirements in this Section shall not relieve Exhibitor of its indemnification obligations pursuant to Section 29 above. Exhibitor understands that neither Management nor the Venue maintains insurance covering Exhibitor’s property, and it is the sole responsibility of Exhibitor to obtain such insurance. Exhibitor must maintain property insurance covering Exhibitor’s property on an “all risk” basis at all times, including, without limitation, when (as applicable) property is stored in vaults on the Exhibition floor. Certificates of Insurance must be available onsite during the Exhibition and must be furnished by Exhibitor if requested by Management.
- Force Majeure. The performance of this Agreement by Management is subject to a Force Majeure event (as defined below), making the Venue, in the sole discretion of Management, unfit for occupancy or the holding of the Exhibition, or which otherwise makes impossible, illegal, or commercially impracticable the performance of Management under this Agreement. Upon the occurrence of a Force Majeure event, Management may take such action as is reasonable under the circumstances, including termination of this Agreement or the postponement or relocation of the Exhibition (or any part thereof). Management shall not be responsible for delays, damage, loss, increased costs, or other unfavorable conditions arising by virtue of a Force Majeure event. As used herein, a “Force Majeure event” shall mean any cause or circumstance beyond Management’s control making it illegal, impossible or commercially impracticable to hold the Exhibition or which otherwise has a materially adverse effect on the ability of Management to perform its obligations under this Agreement, including, but not be limited to: fire; casualty; flood; epidemic; pandemic, World Health Organization travel advisory or travel alert; earthquake; volcanic eruption; explosion or accident; blockade embargo; inclement weather; governmental restraints; restraints or orders of civil defense or military authorities; act of public enemy; riot or civil disturbance; act or threatened act of terrorism, strike, lockout, boycott or other labor disturbance; Venue cancellation, inability to secure sufficient labor; technical or other personnel failure; impairment or lack of adequate transportation facilities; inability to obtain condemnation, requisition or commandeering of necessary supplies or equipment; local, state or federal laws, ordinances, rules, orders, decrees or regulations whether legislative, executive or judicial, and whether constitutional or unconstitutional; or acts of God.
- Termination of Agreement and Agreement and/or Exhibition. If Management terminates this Agreement and Agreement and/or the Exhibition (or any part thereof) as a result of a Force Majeure, then Management may retain such part of the Agreement fee as shall be required to recompense it for expenses incurred up to the time such contingency shall have occurred, and there shall be no further liability on the part of either party. Management shall not be liable for any costs, damages, fees, or expenses of Exhibitor as a result of such termination
- Postponement; Relocation. If Management postpones and/or relocates the Exhibition (or any part thereof) as a result of a Force Majeure, then Management shall be entitled to retain the portion of the Agreement fee paid to date and said amount shall be applied to the Exhibition as though no postponement and/or re-location of Venue had occurred. Any remaining payments from Exhibitor shall be due in accordance with the appliable terms of this Agreement. Further, Management shall not be liable for any costs, damages, fees, or expenses of Exhibitor as a result of such postponement and/or relocation.
- Admission of Attendees. Management shall have sole control over admission policies at all times. See Exhibition website for the attendee admission policy.
- Notices. Any notices to Management shall be given in writing by e-mail (with confirmation of receipt), courier service, hand delivery, certified mail, overnight mail, or overnight courier, return receipt requested, postage prepaid to 23 Street, Apt 401, Cambridge, MA 02139, or at such other address as may from time to time be designated by Management.
- Governing Law; Forum Selection Clause. This Agreement is deemed to be entered into in the Commonwealth of Massachusetts and governed by U.S federal law and the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles that would require the Agreement of the laws of another jurisdiction. Exhibitor consents to the jurisdiction of the state and federal courts of the Commonwealth of Massachusetts for the resolution of any and all disputes and claims arising in connection with this Agreement. Management, however, shall not be obligated to enforce its rights in the Commonwealth of Massachusetts, and instead, may enforce its rights in any other proper jurisdiction. Exhibitor waives any claims as to lack of personal or subject matter jurisdiction and agrees that it is subject to the jurisdiction of the Commonwealth of Massachusetts.
- Reservation of Rights. Management reserves the right to take any action that is reasonably necessary in the sole judgment of Management for the protection of the Exhibition and/or its exhibitors, sponsors, attendees, and other participants.
- Waiver and Severability. Waiver by either party of any term, condition, or breach shall not constitute a waiver of any other term, condition, or breach of their agreement. Rights of Management shall not be deemed waived except as specifically stated in writing and signed by an authorized representative of Management. In the event any provision of this Agreement is held invalid or unenforceable, then neither remaining provisions of this Agreement nor other Agreements of provisions involved shall be affected thereby.
- Entire Agreement; Integration of Agreement and Agreement; Non-Reliance. This Agreement contains the entire agreement between Management and Exhibitor relating to the subject matter hereof. Exhibitor acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance, or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.
- Non-Force Majeure Changes to Dates, Venue or Space by Management. Management may, in its sole discretion and upon notice to (and without the consent of) Exhibitor, re-name the Exhibition or change the dates and/or Venue for the Exhibition. In such event, no refund will be due to Exhibitor, Management shall not be liable for any costs, damages, fees, or other expenses of Exhibitor as a result of any such changes, and Management will assign to Exhibitor, in lieu of the original space, such other space as Management deems appropriate, and Exhibitor agrees to use such space under the terms of this agreement. Additionally, Management reserves the right to relocate the Exhibit Space and any Meeting Room space assigned to Exhibitor to other exhibit and/or meeting room space within the Venue at any time if it is deemed to be in the best interest of the Exhibition. Management may retain any portion of Exhibitor’s Agreement fee paid and such amount shall be applied as though no change in date, Venue or Exhibit Space relocation had occurred. Any remaining payments due from Exhibitor shall be due in accordance with the applicable terms.
- COVID-19. Due the evolving nature of , Management, may in response to directives, promulgations, and warnings from applicable local, state, and/or federal governmental authorities, relating to Covid-19 or other pandemics, modify the terms and conditions of participation at the Exhibition (the “Modifications”). Exhibitor acknowledges that the Modifications are necessary to protect the health and safety of all the Exhibition participants and agrees to follow such Modifications as a condition of entry into and participating in the Exhibition.
Lederberg Business Law, Inc.
400 Westminster St., Suite 200
Providence, RI 02903