This Nassau County Expo, Town of Hempstead Chamber of Commerce, Inc (Manager) Terms & Conditions sets forth the terms and conditions pursuant to which you agree to register with Nassau County Expo, Town of Hempstead Chamber of Commerce, Inc (Manager) to be an exhibitor (“Exhibitor”, “you”, “your”) at one of our Expo events Exhibitor agrees to adhere to all of the provisions set forth in this terms and conditions.
- The exhibitor contract provided by Manager which is executed by Exhibitor (the “Exhibitor Contract”) either (i) as a hard copy agreement executed by means of a physical signature by Exhibitor and returned to Manager by email
- Event will be held on the dates and times set forth in the Exhibitor Contract and will be held at the venues set forth in the Exhibitor Contract Manager makes no representations or warranties, express or implied, regarding the number or type of persons who will attend each Event and/or any other matter related to any of the Events. Exhibitor understands that Manager can only provide Exhibitor with attendance estimates based on the attendance of prior similar Events, and that Manager is not promising that an Event will have any particular attendance or demographic of attendees, or that Exhibitor will receive any business at all from Exhibitor’s participation as an exhibitor or otherwise from Exhibitor’s presence at any Event. For clarity, each “Event” as defined in this T&C refers collectively to, and includes, all activities being promoted by Manager in connection with any Event, including without limitation all pre-conference and post-conference event activities.
- Effectiveness; Modification. By signing the Exhibitor Contract, you represent and warrant that you are at least eighteen (18) years of age and not a minor in your state of residence, and that, if you are executing the Exhibitor Contract accompanied by this terms and conditions and any other part of the Exhibitor Agreements on behalf of an entity, you have been duly authorized to so act by such entity. We reserve the right to modify this terms and conditions or otherwise the terms of being an Exhibitor at any time. To the extent that an Exhibitor registers for multiple Events, you agree to review this terms of conditions each time you agree to its provisions to be aware of all such modifications. If you do not agree to abide by the provisions of the Exhibitor Contract accompanied by this terms and conditions, you are not authorized to attend any Event as an exhibitor.
- Exhibitor’s participation in Event is contingent upon Exhibitor having paid in full the applicable fees which are collectively set forth in (a) the Exhibitor Contract,
- NO REFUNDS OR CHARGEBACKS. ALL EXHIBITOR FEES ARE FINAL. ONCE EXHIBITOR EXECUTES THE EXHIBITOR CONTRACT AND/OR A SPONSORSHIP FORM (IF APPLICABLE), THERE ARE NO REFUNDS OF EXHIBITOR FEES OR ANY CHARGEBACKS ALLOWED WHATSOEVER AND ANY OVERDUE BALANCE OF EXHIBITOR FEES SHALL BE PAID IN FULL BY EXHIBITOR EVEN IF EXHIBITOR DECIDES NOT TO ATTEND ANY EVENT TO WHICH SUCH EXHIBITOR FEES APPLY, UNLESS (AND AS THE SOLE EXCEPTION TO SUCH POLICY) MANAGER CANCELS SUCH EVENT. FOR THE SAKE OF CLARITY, THE ONLY INSTANCE BY WHICH EXHIBITOR IS ENTITLED TO RECEIVE A REFUND OF ANY EXHIBITOR FEES OR ANY CHARGEBACK IS IF MANAGER CANCELS AN EVENT TO WHICH SUCH EXHIBITOR FEES APPLY. IN THE EVENT THAT MANAGER NEEDS TO PURSUE RECOUPING FUNDS FROM ANY REQUESTED CHARGEBACK, EXHIBITOR AGREES TO FULLY COMPENSATE MANAGER FOR ALL SUCH FUNDS.
- Manager has the right to cancel Exhibitor’s registration to any Event (and, if during an Event, Manager has the right to have Exhibitor and/or Exhibitor’s representatives removed from such Event) at any time due to the breach by Exhibitor, fights, alcohol, drugs, indecent exposure, etc.
- Exhibitor shall be responsible for obtaining all licenses, permits and approvals, and all tax identification numbers, under local, state or federal law which are applicable to Exhibitor’s activity at each Event, and for paying all taxes, license fees and other charges that may become due to any governmental authority or other person because of such activity at or in connection with or related to each Event.
- Reimbursement of Costs. Exhibitor shall pay for all fees, expenses and costs incurred by Manager, including without limitation for all legal and collection services (and all reasonable attorneys’ fees), incurred by Manager in collecting any past due amounts from Exhibitor. Furthermore, all past due invoices are subject to the lesser of (a) a one and one-half percent (1.5%) interest charge per month on the past due amount, or (b) the maximum amount permitted by law.
- Manager shall have the sole right to determine, in Manager’s sole discretion, the (a) eligibility of any Exhibitor, representative of Exhibitor or other Event attendee to attend (or continue to attend) each Event, and (b) appropriateness of any exhibition or material used by an Exhibitor at an Event. A request for a particular location for the Exhibitor Space (if provided) will be considered by Manager, but such space shall be assigned by Manager primarily on an “as available” basis, and ultimately we shall determine in our sole discretion the location of all Exhibitor Spaces allocated at an Event.
- The dates and hours during which Exhibitor may access a Venue for set-up and takedown of the Exhibitor Space shall be specified in writing by Manager to Exhibitor (including without limitation by email to the email address indicated by Exhibitor in the Exhibitor Contract or otherwise in writing to Manager). Exhibitor shall be solely responsible for paying all load-in/load-out, union, storage and handling charges, and for all other liabilities, resulting from or related to Exhibitor’s failure to (a) follow the set-up or takedown instructions of Manager or a third party acting on our or Exhibitor’s behalf as well as all related instructions provided by a Venue, and/or (b) remove all materials from the Exhibitor Space immediately at the end of each Event. However, due to security concerns related to each Event and especially the safety of our attendees, Exhibitor may not commence any of the tear down procedures until after the later of (i) the scheduled end-time for such Event, or (ii) the actual time such Event has ended.
- If Exhibitor has not met the deadline set by Manager for completion of having fully assembled and or installed the Exhibitor Space for occupancy by Exhibitor (including without limitation the set-up of all displays) by the start of an Event (i.e,, by 9:00am local time on the day of an Event), then the Exhibitor Space of Exhibitor may be possessed, transferred and/or otherwise used by Manager for such purposes as Manager may determine in our sole discretion. No such action taken by Manager shall relieve Exhibitor of all of Exhibitor’s obligations under this terms and conditions and otherwise any other part of the Exhibitor Agreements, including without limitation the full payment of all Exhibitor Fees to Manager, even if due to such failure by Exhibitor the Exhibitor Space is utilized for other purposes as determined by Manager in our sole discretion.
- Exhibitor shall not rent, sublet, assign or otherwise share or transfer the Exhibitor Space (or any portion thereof) to any other person without the prior written approval of Manager, which Manager may grant or withhold in our sole discretion.
- Signs or displays used by Exhibitor must not exceed ten (10) feet in height and the width of the space provided by Manager (or a third party upon Manager’s prior written consent) in the Exhibitor Space. Exhibitor is not allowed to hang graphics on back walls or otherwise that extend beyond the boundaries of the Exhibitor Space (as determined by Manager in our sole discretion). Exhibitor and/or Exhibitor’s representatives shall not conduct any activities in aisles or in spaces bordering the Exhibitor Space or in any other location in or immediately outside of the Venue, and Exhibitor and/or Exhibitor’s representatives must remain in the Exhibitor Space. All sound amplification devices and other sound producing equipment and activities of Exhibitor and/or Exhibitor’s representatives shall be limited to reasonable volume levels which shall not be audible beyond the boundaries of the Exhibitor Space and which may not in any case disturb other exhibitors, attendees or otherwise any Event activities, as determined by Manager in our sole discretion. Further, Exhibitor cannot use any sign or other displays which impinge in any manner in the area outside of Exhibitor’s Exhibitor Space and Exhibitor and/or Exhibitor’s representatives cannot engage in the wearing of any distinctive costumes, carrying of banners or signs and the like, which Manager finds to be distracting to an Event (as determined in our sole discretion). Manager reserves the right to determine the placement of all signs, displays and the like and the acceptable sound levels of all sounds and sound devices used by Exhibitor, and the overall behavior of Exhibitor and Exhibitor’s representatives, all in Manager’s sole discretion.
- Becoming a Sponsor. Exhibitor may in some instances also desire to become an advertiser and/or sponsor of an Event or Events (a “Sponsor”) by undertaking certain sponsorship responsibilities in connection with each such Event, whether by providing certain products or services in exchange (partially or in whole) for the Exhibitor Space allocated to Exhibitor, various promotions in connection with each such Event, or otherwise as determined with Manager.
- Sponsorship Form. If Exhibitor also becomes a Sponsor, either (a) the Exhibitor Contract, or (b) some other signed writing exchanged between Exhibitor and Manager regarding the terms of the sponsorship (the “Sponsorship Form”) shall describe the products, services and/or other items to be provided by Exhibitor to Manager and/or to attendees of an Event. The Exhibitor Contract and/or a Sponsorship Form, as the case may be, shall describe the nature of each such sponsorship and the respective obligations of each of Exhibitor and Manager in connection therewith.
- Professional Manner. Exhibitor represents and warrants that all products, services and/or other items provided to Manager or to Event registrants in the course of a sponsorship an Event or otherwise shall all be in good workmanlike order and/or be performed in a competent and professional manner, as applicable, and shall operate and/or be performed as promoted under the sponsorship and as intended by the person using or benefiting from such products, services and/or items.
- No Liability. None of the Manager Parties shall be responsible or in any other way liable for any products, services and/or any other items provided by Exhibitor (i) to Event registrants, (ii) to Manager for distribution to Event registrants or otherwise for use by Event registrants, or (iii) for any other use of such products, services and/or other items at any Event or otherwise. Rather, as between Exhibitor and the Manager Parties, Exhibitor shall be exclusively liable for all such products, services and/or other items and, for the sake of clarity, shall hold harmless, defend and indemnify each of the Manager Parties against any and all claims arising out of or related to the distribution and/or use of any such products, services and/or other items.
- NO CANCELLATIONS; NO REFUNDS. FURTHER TO MANAGER’S GENERAL POLICY OF NO REFUNDS OR CANCELLATIONS (AS DESCRIBED IN SECTION 3 HEREOF) AND GIVEN THE NATURE OF SPONSORSHIPS (I.E., MANAGER GENERALLY COMMENCES OUR SPONSOR PROMOTION ACTIVITIES AS SOON AS EXHIBITOR AGREES TO A SPONSORSHIP), ONCE EXHIBITOR BECOMES A SPONSOR (BY EXECUTING EITHER THE EXHIBITOR CONTRACT OR A SPONSORSHIP FORM, AS THE CASE MAY BE), EXHIBITOR SHALL NOT BE ELIGIBLE TO RECEIVE AND SHALL NOT RECEIVE ANY REFUND WHATSOEVER REGARDING THE SPONSORSHIP(S) SELECTED, AND NO CANCELLATIONS WILL BE HONORED BY MANAGER, UNLESS ANY ONLY IF SUCH EVENT IS CANCELLED BY MANAGER. WITHOUT LIMITING ANY OF THE FOREGOING AND FOR THE SAKE OF CLARITY, EXHIBITOR SHALL PAY MANAGER ALL PAYMENTS DUE TO MANAGER BY EXHIBITOR INCLUDING WITHOUT LIMITATION ALL PAYMENTS RELATED TO A SPONSORSHIP EVEN IF EXHIBITOR HAS CANCELLED SUCH A SPONSORSHIP OR PREVENTED THE SPONSORSHIP FROM OCCURRING, WHETHER DUE TO EXHIBITOR’S DELAY OR OTHERWISE, AND EXHIBITOR HEREBY AUTHORIZES MANAGER TO CHARGE ALL FEES AND OTHER PAYMENTS ASSOCIATED WITH EACH SPONSORSHIP TO EXHIBITOR’S CREDIT CARD ON FILE WITH MANAGER OR OTHERWISE PROVIDED TO MANAGER. EXHIBITOR IS OBLIGATED TO PAY ALL FEES RELATED TO A SPONSORSHIP IN FULL AS SOON AS THE SPONSORSHIP FORM (OR AN EXHIBITOR CONTRACT INDICATING SUCH SPONSORSHIP) IS EXECUTED BY EXHIBITOR.
- In addition to any applicable costs of a Venue operator which Exhibitor is obligated to pay (including without limitation the use by Exhibitor of electricity and Internet if available at an Event are to be ordered pursuant to the Exhibitor Contract or the exhibitor manual or other like document which Exhibitor will receive after successfully executing the Exhibitor Contract. Exhibitor acknowledges and agrees that electricity and Internet access are provided by third party vendors (in most cases, the Venue operator) and that Manager has no control over whether electricity and/or Internet will work during any Event. Manager has no responsibility for providing such items to Exhibitor and shall not be liable for any failure by a Venue operator or other third party vendor to provide such services to Exhibitor or otherwise arising out of or related to Exhibitor’s use of such items. Exhibitor alone must bear all such fees and charges, and there are absolutely NO REFUNDS provided by Manager for any such additional fees or charges. For clarity, Manager will not provide any refund whatsoever for any malfunctioning lead scanners, Internet, and/or electrical drops or the like delivered to or otherwise provided to Exhibitor. Thus, Manager recommends that Exhibitor does not set-up an exhibition space at an Event that solely relies on Internet and/or electric drops.
- Furthermore, additional charges, including without limitation drayage charges, may be billed to Exhibitor in connection with the use of such services, as determined by an applicable union or third party vendor in its respective reasonable sole discretion, and Exhibitor shall pay in full all such additional charges in addition to any other fees described in this terms and conditions or otherwise any other part of the Exhibitor Agreements and/or from any applicable third party, and Manager shall not be responsible in any manner for Exhibitor’s failure to make any such payment or fulfill any other obligation to any third party.
- Exhibitor represents and warrants that (a) all information provided to Manager (whether as part of the Exhibitor Contract, a Sponsorship Form or otherwise) is accurate, complete and current and that Exhibitor shall update such information if and as soon as such information changes, (b) Exhibitor’s use of all materials during or otherwise in connection with an Event, including without limitation all signs, displays, hand-outs, photographs, logos, videos and musical compositions (collectively, the “Materials”) does not and shall not infringe the copyright, trademark, patent or other rights (including without limitation the right of publicity, right to privacy, or misuse of a person’s name, image and likeness) of any individual or entity, (c) Exhibitor shall ensure that Exhibitor’s representatives shall fully comply with the terms and conditions of this terms and conditions and otherwise any other part of the Exhibitor Agreements, , as if each such representative was Exhibitor, and (d) Exhibitor shall be fully responsible for the acts and/or omissions of any and all of its representatives.
- For the sake of clarity, Exhibitor agrees not to permit any musical work protected by copyright to be staged, produced or otherwise performed, via either “live” or mechanical means at an Event unless Exhibitor has previously obtained written permission from the copyright owner, or the copyright owner’s designee of such work for such use. Exhibitor accepts full and complete responsibility for the fulfillment of all obligations under any agreement permitting the public performance or other use of any such musical work, or its failure to secure any such rights, including but not limited to, all obligations to obtain public performance rights and to accurately report data and to pay royalty fees in connection with such works.
- Exhibitor’s representatives at each Event shall be restricted to Exhibitor’s employees, consultants or agents who have been designated in the Exhibitor Contract or otherwise duly registered in writing with Manager prior to such Event. All such representatives shall wear badges and/or other identification provided by Manager at all times during an Event to indicate their connection to Exhibitor. Exhibitor shall be fully responsible for the acts and/or omissions of each of its representatives.
- Exhibitor may distribute Exhibitor’s samples, souvenirs, brochures, etc., from within the Exhibitor Space only. While Manager is under no obligation to monitor such activity, Manager has the right to prohibit distribution of such items or other activities which, as Manager determines in our sole discretion, interfere with the experience of our attendees or otherwise with an Event. If Exhibitor wishes to distribute food and/or beverage samples at an Event, Exhibitor must first obtain the written approval for such distribution from the Venue operator and secure any other approvals required by the Venue operator (e.g., Health Department, permits, exclusive concessions provider, etc.) and the like, and send all such approvals to Manager prior to such Event. Otherwise, Exhibitor may not distribute any food or beverages at an Event without prior permission. If, notwithstanding the foregoing restrictions, Exhibitor acts to distribute food and/or beverages at an Event, then in addition to Manager’s other recourse under this terms and conditions, Manager shall not be liable for any such distribution in any manner (including without limitation any fines levied in connection with such distribution), and Exhibitor shall, for the sake of clarity, promptly indemnify each of the Manager Parties and reimburse Manager for all such fines levied on Manager and any other expenses incurred by Manager relating to such distribution, and Exhibitor expressly authorizes Manager to charge Exhibitor’s credit card on file with Manager to secure such a reimbursement.
- Exhibitor may not operate the Exhibitor Space or otherwise engage in any activity during an Event that is competitive with Manager or which annoys, endangers or interferes with the rights of other exhibitors or other attendees of an Event, or an Event’s activities, as determined by Manager in our sole discretion. Exhibitor shall be fully liable for any damage caused at an Event by Exhibitor or any of Exhibitor’s representatives (including without limitation damage caused to any portion of a Venue, or to other exhibitors, attendees, or to Manager or any of Manager’s representatives).
- EXHIBITOR HEREBY EXPRESSLY RELEASES MANAGER AND EACH OF ITS MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES AND ASSIGNS, AS WELL AS EACH VENUE OPERATOR (COLLECTIVELY, THE “MANAGER PARTIES”) FROM ANY AND ALL DAMAGES, CLAIMS, COSTS AND OTHER LIABILITIES ARISING OUT OF OR OTHERWISE RELATED TO EACH EVENT, INCLUDING WITHOUT LIMITATION ALL (A) DAMAGE TO THE EXHIBITOR SPACE AND/OR OTHER PART OF A VENUE OR THE LOSS IN THE EXHIBITOR SPACE (OR THE VENUE ALTOGETHER) OF ELECTRIC POWER, INTERNET (WIRELESS OR HARDLINE), AND THE LIKE, AND (B) ANY LOSS, THEFT, DAMAGE OR DESTRUCTION OF OR TO ANY OF EXHIBITOR’S PROPERTY (OR THAT OF ANY REPRESENTATIVE OF EXHIBITOR) OR ANY PROPERTY OF OTHERS, EVEN IF SO ARISING DUE TO THE NEGLIGENCE OR MISCONDUCT OF ANY OF THE MANAGER PARTIES.
- DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TERMS AND CONDITIONS OR OTHERWISE ANY OTHER PART OF THE EXHIBITOR AGREEMENTS, EXHIBITOR AGREES THAT (A) EXHIBITOR’S PARTICIPATION IN EACH EVENT IS “AS IS”, “AS AVAILABLE”, AND AT EXHIBITOR’S SOLE RISK, (B) NONE OF THE MANAGER PARTIES SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO EXHIBITOR, ANY OF ITS REPRESENTATIVES OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, RELATED TO EXHIBITOR’S ATTENDANCE AT ANY EVENT OR OTHERWISE EXHIBITOR’S INTERACTION WITH ANY OF THE MANAGER PARTIES, (C) EACH OF THE MANAGER PARTIES SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT ANY EVENT WILL MEET ANY OF EXHIBITOR’S NEEDS OR REQUIREMENTS, OR THAT EXHIBITOR’S PARTICIPATION IN ANY EVENT WILL BE UNINTERRUPTED, ERROR-FREE OR ACHIEVE ANY PARTICULAR RESULT, (D) NONE OF THE MANAGER PARTIES MAKES ANY REPRESENTATION, WARRANTY GUARANTEE OR PROMISE, EXPRESS OR IMPLIED, THAT EXHIBITOR SHALL DERIVE ANY BENEFIT THROUGH OR FROM EXHIBITOR’S PARTICIPATING IN, OR OTHERWISE IN CONNECTION WITH, ANY EVENT, INCLUDING WITHOUT LIMITATION ANY INCREASED BUSINESS OR GOODWILL, (E) NONE OF THE MANAGER PARTIES ARE RESPONSIBLE FOR ANY THEFT, LOSS OR DAMAGE TO ANY OF EXHIBITOR’S BELONGINGS (OR ANY BELONGINGS OF ANY OF EXHIBITOR’S REPRESENTATIVES OR EXHIBITOR’S GUESTS), AND (F) OTHER THAN FOR THE EXPRESS WARRANTIES MADE IN THIS TERMS AND CONDITIONS, NONE OF THE MANAGER PARTIES MAKES ANY WARRANTY REGARDING OR RELATING TO ANY EVENT OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, OR SUCCESS OF ANY EVENT. IN EXCHANGE FOR THE EXHIBITOR FEES, PRODUCTS, SERVICES AND/OR OTHER ITEMS BEING PROVIDED BY EXHIBITOR TO MANAGER UNDER THE EXHIBITOR CONTRACT AND/OR THE SPONSORSHIP FORM, MANAGER SHALL BE OBLIGATED ONLY TO UNDERTAKE SUCH ACTIONS WHICH ARE EXPRESSLY SET FORTH IN THE EXHIBITOR CONTRACT AND/OR THE SPONSORSHIP FORM AND WHICH ARE NOT FRUSTRATED BY UNANTICIPATED OCCURRENCES.
- LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TERMS AND CONDITIONS, IN NO EVENT SHALL ANY OF THE MANAGER PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATED TO ANY SUCH PARTY’S INVOLVEMENT IN AN EVENT OR EVENTS OR OTHERWISE THE INVOLVEMENT WITH EXHIBITOR OR ANY OF EXHIBITOR’S REPRESENTATIVES, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, BUSINESS OR GOODWILL, OR ANTICIPATED LOST PROFITS, BUSINESS OR GOODWILL AND THE LIKE, WHETHER SUCH LIABILITY ARISES FROM OR IS RELATED TO ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF THE MANAGER PARTIES TOGETHER, AND EXHIBITOR’S EXCLUSIVE REMEDY FOR ANY DAMAGES RELATED TO ANY EVENT AND/OR ANY OTHER INTERACTION WITH ANY OF THE MANAGER PARTIES, IS LIMITED TO THE LESSEROF (A) ONE-HALF (½) OF THE AGGREGATE EXHIBITOR FEES PAID TO MANAGER BY EXHIBITOR FOR THE PARTICULAR EVENT IN CONNECTION WITH WHICH THE CLAIM REGARDING SUCH LIABILITY IS BASED (AND NEVER TO EXCEED THE EXHIBITOR FEES APPLICABLE TO THE MOST RECENT EVENT ATTENDED BY EXHIBITOR ONLY, EVEN IF SUCH CLAIM INVOLVES MULTIPLE EVENTS OR IF NO EVENT HAS YET BEEN ATTENDED THEN THE IMMEDIATELY FOLLOWING EVENT SCHEDULED), OR (B) ONE THOUSAND DOLLARS ($1,000). THIS LIMITATION OF LIABILITY PROVISION IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS T&C OR OTHERWISE ANY OTHER PART OF THE EXHIBITOR AGREEMENTS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 17 MAY NOT APPLY TO EXHIBITOR, AS SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.
- Notwithstanding anything to the contrary in this terms and conditions, Exhibitor shall indemnify, defend and hold each of the Manager Parties harmless from and against any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements and all other associated costs of a lawsuit or lawsuits), arising out of, in connection with or related to (a) any breach by Exhibitor (or any representative of Exhibitor) of any representation, warranty or covenant made, or obligation undertaken, by Exhibitor in this terms and conditions or otherwise any other part of the Exhibitor Agreements, (b) any failure by Exhibitor (or any representative of Exhibitor) to fulfill any of Exhibitor’s or such representative’s obligations under this terms and conditions or otherwise any other part of the Exhibitor Agreements, (c) any use of the Materials by Manager for the purposes described in this terms and conditions or otherwise any other part of the Exhibitor Agreements, (d) Exhibitor’s participation (or the participation of any representative of Exhibitor) in any Event which is not due to the gross negligence or willful misconduct of Manager, (e) the violation of any law or regulation by Exhibitor or any representative of Exhibitor, and/or (f) the negligence or misconduct of Exhibitor or any representative of Exhibitor. Exhibitor shall use counsel reasonably acceptable to each indemnified Manager Party in fulfilling Exhibitor’s indemnification obligations hereunder. Any Manager Party covered by the provisions of this Section 18 shall reasonably cooperate with Exhibitor and shall at all times have the right fully to participate in such defense with its own counsel and at its own expense. Exhibitor shall not enter into any settlement that imposes any liability or obligation on any of the Manager Parties or contains any admission or acknowledgment of any wrongdoing by any such party (whether in tort or otherwise), without each such Manger Party’s prior written consent.
- INSURANCE – Exhibitor shall, at Exhibitor’s own expense, procure and maintain in force during each Event (including for clarity, during all set-up and dismantling of the Exhibitor Space for each Event and other pre-Event and post-Event activities, and covering all use of the Exhibitor Space for an Event by Exhibitor or anyone on Exhibitor’s behalf) and the use of the Venue by Exhibitor and all of Exhibitor’s representatives, general liability insurance including coverage for personal injury, operation of equipment and products and property damage, with limits no less than $1,000,000 per occurrence and $2,000,000 general liability in the aggregate. Before beginning any work or undertaking any efforts in connection with or related to an Event, each Exhibitor shall provide the Manager with an original, signed insurance certificate naming “Town of Hempstead Chamber of Commerce, Inc. and Nassau Coliseum at which its event is being attended by the Exhibitor securing this insurance policy, and all of the members, managers, agents, representatives, officers, and employees of Town of Hempstead Chamber of Commerce, Inc as additional insured under such Exhibitor’s general liability insurance policy policies for the duration of Exhibitor’s participation in each such Event (including for clarity Event Space set-up and takedown and for all related pre-Event and post-Event activities). Further, Exhibitor shall cause each of Exhibitor’s representatives or any other party attending each Event, including without limitation any independent labor contractors engaged in the performance of work regarding each such Event and throughout the period during which such party is in attendance at each such Event or working in connection with each such Event, to be covered by policies of insurance as specified above or otherwise as may be required from time to time. Exhibitor acknowledged that none of the Manager Parties maintains insurance covering Exhibitor’s property, and that it is the sole responsibility of Exhibitor to obtain business interruption and property damage insurance covering any losses of Exhibitor and/or any of Exhibitor’s representatives.
- Trademarks and Branding. Exhibitor hereby grants to Manager the right and license for Manager to copy, modify, exhibit, display and generally to use the trademarks, logos, brands and names of Exhibitor as needed in order for Manager to carry out the requests of Exhibitor to act as a an exhibitor and/or a Sponsor at an Event, further to the Exhibitor Contract or any Sponsorship Form, or for any other promotion of Exhibitor as an exhibitor at or otherwise in connection with an Event. If Exhibitor has not provided Manager in a timely fashion with Exhibitor’s branding (i.e., business name and logo) regarding an upcoming promotion, Exhibitor (a) authorizes Manager to copy and use Exhibitor’s branding found at Exhibitor’s website and use such branding in connection with the exhibition and/or promotion, or (b) acknowledges that, notwithstanding the foregoing, Manager may decide in its sole discretion not to use Exhibitor’s logo or other branding in connection with such exhibition and/or promotion of this terms and conditions Exhibitor shall not receive any refund for fees paid or payable in connection with such decision.
- Filming of Event; Photography. Manager will be photographing, videotaping and otherwise recording each Event and using the resulting footage for promotional purposes. Exhibitor hereby grants Manager the exclusive, perpetual, irrevocable, worldwide, royalty free right and permission to use, distribute, publish, exhibit, perform, digitize, broadcast, display, reproduce, and otherwise use Exhibitor’s name, image, likeness, voice and biography (or any copyrighted material or trademarks owned and displayed by Exhibitor), and the name, image, likeness, voice and biography of each of Exhibitor’s representatives, in any manner or media whatsoever (whether now known or hereafter devised) for the purposes of advertising or trade in promoting and publicizing the Events, Manager and Manager’s products and services. Specifically, Exhibitor represents and warrants that prior to each Event, Exhibitor shall obtain the written consent of each of its representatives to formally secure all for the foregoing rights for Manager. Neither Exhibitor nor any of its representatives may film, photograph or otherwise record any portion of any Event, in any manner, without the prior written consent of Manager.
- Exhibitor and Exhibitor’s representatives shall comply with all applicable laws, rules, regulations, codes and ordinances of governing authorities (including without limitation all applicable fire and other code regulations), now in effect or hereafter promulgated, regarding the planning, construction, maintenance, modification and removal of exhibitions and/or the occupancy of the Exhibitor Space, or otherwise pertaining to any Event.
- All communications hereunder shall be in writing and shall be sent by postal mail to Town of Hempstead Chamber of Commerce, Inc, PO Box 584, Baldwin, NY 11510, with a copy by email to: firstname.lastname@example.org, and to Exhibitor using the contact information provided in the Exhibitor Contract and/or Sponsorship Form (if applicable); provided however, that during an Event, such communications may be delivered by hand to an authorized representative of Exhibitor or Manager, as the case may be.
- NO SWEEPSTAKES OR OTHER GAMES OF CHANCE, NO GAMBLING FOR MONEY only for fun, whereas the participant wins prizes!
- Exhibitor agrees that neither Exhibitor nor any of Exhibitor’s representatives shall disparage, slander or otherwise act in any fashion designed to injure Manager or any of the other Manager Parties and/or any Event; provided, however, that such an undertaking by Exhibitor shall not apply to truthful comments made in response to a lawful subpoena or court action.
- This terms and conditions and the other parts of the Exhibitor Agreements (as applicable) shall be governed and construed in accordance with the laws of the State of New York, excluding New York’s choice-of-law principles, and all claims arising out of or relating to this terms and conditions and otherwise any other part of the Exhibitor Agreements (as applicable) , or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of New York, excluding New York’s choice-of-law principles.
- Any dispute by Exhibitor or any of Exhibitor’s representatives (if applicable) arising out of or related to any Event or otherwise this terms and conditions or otherwise any other part of the Exhibitor Agreements and/or any other understanding or arrangement between Manager and Exhibitor or any of Exhibitor’s representatives (if applicable), including without limitation regarding any breach under any such document or other understanding, shall be finally resolved by binding arbitration administered by a private professional arbitrator and associated rules determined by the parties in writing, and judgment upon the award rendered by such an arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the City of New York, State of New York, by an arbitrator with applicable industry expertise in the field of event management services, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on Exhibitor and Manager, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by Exhibitor and Manager and any decision rendered shall be deemed to be the confidential information of Manager and shall not be made public by Exhibitor or any person acting on Exhibitor’s behalf or for its interest (and any submission made to any court as part of such a proceeding shall be made under seal). If the party initiating such a proceeding does not prevail regarding a material part of its claim, then the initiating party shall pay the responding party’s (notwithstanding any counter-claim asserted by the responding party) costs and expenses, including but not limited to reasonable attorneys’ fees and costs. NO ARBITRATION OR CLAIM UNDER THE EXHIBITOR AGREEMENTS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. Notwithstanding the foregoing, each of Exhibitor or Manager may apply to any federal or state court sitting in the County and State of New York for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision, and Exhibitor and Manager each submits to the exclusive jurisdiction of such courts for such purposes.
- EXHIBITOR AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO EXHIBITOR’S PARTICIPATION (OR THAT OF ANY OF EXHIBITOR’S REPRESENTATIVES) IN ANY EVENT OR OTHERWISE RELATED TO EXHIBITOR’S INTERACTION WITH ANY OF THE MANAGER PARTIES (OR THAT OF ANY OF EXHIBITOR’S REPRESENTATIVES) MUST BE FILED BY EXHIBITOR WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.
- This terms and conditions and each of the other parts of the Exhibitor Agreements represent the exclusive binding agreement between Exhibitor and Manager, and shall replace all other prior written or oral agreements between Exhibitor and Manager with respect to the subject matter hereof, and may not be modified except in a writing signed by both Exhibitor and Manager (unless otherwise contemplated in this terms and conditions or any part of the other Exhibitor Agreements). The section headings included herein are for convenience only and shall have no substantive effect. The failure of Manager to enforce any provision of this terms and conditions or otherwise any other part of the Exhibitor Agreements (if applicable) shall not be construed as a waiver of such provision or of the right of Manager to thereafter enforce any such or any other provision. Except for the obligations that are specifically designated in this terms and conditions or otherwise in any other part of the Exhibitor Agreements (if applicable) as contingent, the provisions of such documents are severable. If any one or more provisions of this terms and conditions or otherwise any other part of the Exhibitor Agreements (if applicable) are or may be determined as a result of an arbitration proceeding to be unenforceable, in whole or in part, the remaining provisions of such documents shall nevertheless be binding and enforceable to the maximum extent permitted by law. The provisions of this terms and conditions or otherwise any other part of the Exhibitor Agreements (if applicable) will survive termination or expiration of this terms and conditions or any such other parts of the Exhibitor Agreements to the extent necessary to carry out the intentions of Manager and Exhibitor.
For more information about Manager, or an Event or Events, please contact Manager at email email@example.com.
Exhibitors must be approved before setting up for event.
- Exhibitors must be set up by specified time for your area otherwise you will forfeit booth space and booth fee.
- Must have event insurance, ex. Event Helper
- No early tear-downs allowed or a fee of $50 will be
assessed. Tear-down begins at specified time for your area
- Exhibitors are required to clean their display area when
vacating the Expo. This includes tearing down cardboard
boxes and taking all trash to the designated areas.
- Vendors MUST park in designated vendor area away
from event area.
- All booths MUST remain up and STAFFED during
show hours, until the close of EXPO.
- All tables must be covered with a table cloth or table
covering. (May purchase from Expo Committee if marked
- NO sharing of booth spaces – One business per
- The Expo Committee reserves the right to regulate
all exhibits and displays which may be considered
objectionable / inconsistent with the goals of this event.
- All marketing will take place within the confines of
your reserved area. Absolutely no marketing outside
of your area.
- No soliciting by non-participating vendors
- Absolutely NO giveaway balloons or flammable
materials of any kind.
- Exhibitors MUST provide their own heavy-duty
electrical extension cords.
- Pre-approval of Popcorn, Cotton Candy, Snow Cone or
any large electrical needs. (Health License may be required,
check with the local health department).