Terms & Conditions
These terms and conditions, together with the order form are entered into by and between you (“Exhibitor”) and Vape South America Peru (“Organizer”) for the use of space (“Exhibit Room”) in the Domos Art (“Center”) from October 19-20, 2019. The organizer reserves the right, in its sole discretion, to approve or withhold approval of this Agreement and establish such further terms and conditions as the Organizer may reasonably deem necessary. If you are entering into this Agreement on behalf of a company or other legal entity (e.g., your employer), you represent and warrant that you are authorized to do so.
CONDITIONS OF PARTICIPATION: To participate in the Exhibit, Exhibitor must sign and return the Agreement and comply with all of the terms and conditions. Exhibitor acknowledges and agrees that Organizer has the sole authority to determine the characteristics of the Exhibit, including, but not limited to, date, time, type of products and services to be exhibited, fees, and deadlines. Exhibitor shall (i) only present materials, products and services indicated on the “Order Form” document, the terms and conditions of which are made part of this Agreement. Any deviation by Exhibitor from the foregoing requirements (or any other material provisions of this Agreement) shall be strictly prohibited. Further, Exhibitor shall truthfully inform Exhibit attendees about the qualities, prices, sales conditions and guarantees of its products or services in a complete, objective manner, and there shall be no advertising or action taken by Exhibitor likely to be misleading or that may constitute unfair competition. Exhibitor may be required by the Organizer to provide a full description of the nature of its business and the items it intends to exhibit.
NOT A LEASE: Organizer and Exhibitor acknowledge and agree that it is the express intention of the parties hereto that this Agreement shall not constitute a lease and that this Agreement shall not convey or vest a leasehold or possessory interest in Exhibitor as to the Exhibit Room or the Center, and Exhibitor’s right to occupy and use the Exhibit Room may be terminated by Organizer in accordance with this Agreement.
EXHIBIT ROOM AND BOOTH PLACEMENT: Space will be assigned to Exhibitor by Organizer at the Organizer’s sole discretion. Space assignments may be revoked or changed by the Organizer if Exhibitor fails to meet payment deadlines or does not comply with the terms of this Agreement. The organizer reserves the right to relocate Exhibitor to another space in the Exhibit Room and will notify Exhibitor of such relocation using the email address or phone number provided in the application form. The organizer assumes no responsibility for Exhibitor’s goods, products or fixtures before, during or after the Exhibit. The organizer shall determine the dates and hours for establishing, dismantling and occupying booths. If Exhibitor fails to establish its display in its appointed space by 8:00 a.m. on the start date of the Exhibit and/or leaves its space without supervision at any time during the Exhibit, Organizer shall have the right, but not the obligation, to seize the space, terminate this Agreement and retain the Exhibit Fee with no refund to Exhibitor. Exhibitor’s booth must also be open for business at all times during the term of the Exhibit. If sponsorship is purchased, Exhibitor is required to pay full amount 30 days prior to show date.
USE OF EXHIBIT ROOM: Exhibitor shall use the Exhibit Room for the purposes set forth in the Agreement. No portion of the sidewalks, ramps, entries, doors, corridors, vestibules, hallways, lobbies, stairways, aisles or driveways of the Center shall be impeded by Exhibitor, its agents, representatives, employees, guests or invitees, or used for any purpose other than ingress or egress from the Center. Access to public utilities, fire suppression equipment, heating and air conditioning vents shall not be covered or obstructed at any time.
OPERATIONS AND MANAGEMENT OF CENTER AND EXHIBIT ROOM: Exhibitor shall use the Exhibit Room in compliance with all policies, rules, and regulations established by Organizer and/or the Center. In permitting the use of the Exhibit Room, Organizer does not relinquish and does hereby retain as between Organizer and Exhibitor the right to enforce all necessary and proper rules for the management and operation of the Center. Exhibitor must take all necessary fire safety precautions and all booths and materials are subject to fire safety inspection by appropriate officials during the Exhibit.
ACCESS: Exhibitor shall be entitled to receive as many complimentary exhibitor badges as needed; provided that all persons attending the Exhibit using such badges or tickets shall be at least eighteen (18) years of age. No one shall be admitted to the Center without providing a valid pass issued or accepted by Organizer and may be required to produce identification satisfactory to Exhibitor that such person is at least eighteen (18) years of age. The organizer reserves the right in its sole discretion to bar the entry or to expel any person, visitor or Exhibitor, the presence or the behavior of whom would be prejudicial to the security, the peace or the image of the Exhibit, other exhibitors and/or the Center. The Exhibitor must complete and enter all required information on the “Exhibitor Badge Request” form they will be provided for each person they are requesting badges for.
FEES/REFUNDS: Payment in full of the fees set forth in the order form (the “Exhibit Fee”) must be received by wire transfer (in accordance with the wire transfer instructions set forth in the order form) or credit card (credit card authorization form provided by the Organizer) within seven (7) days after the invoice date in valid U.S. currency. No cash shall be accepted. Failure to make full payment of the Exhibit Fee by the Payment Deadline shall result in the loss of Exhibitor’s rights to participate in the Exhibit. A full refund will be offered if 60 days before the show, half a refund will be offered if 59-30 days before the show and no refund will be offered 30-0 days before the show. All cancellations must be submitted in writing before the deadlines.
SUBLETTING PROHIBITED: Subletting, sub-licensing or sharing any portion of Exhibitor’s designated portion of the Exhibit Room by Exhibitor with anyone other than Exhibitor is expressly prohibited unless consented to in writing by Organizer in its sole discretion.
COMPLIANCE WITH LAWS: Exhibitor shall not use the Exhibit Room or Center for any unlawful purpose. Exhibitor shall, and shall cause any person acting for and on its behalf, and its guests and invitees, to comply with all laws, rules, ordinances, statutes or regulations of all federal, state, county, municipal and local governmental bodies, including, but not limited to, smoking and noise ordinance(s), fire safety laws and ordinances, statutes or regulations with respect to the promotion, exhibition use and display of electronic devices that deliver vapor for inhalation (including any refill, cartridge or any other component thereof), electronic cigarettes, vaporizers, vapor products, e-liquids and their byproducts (collectively, “Applicable Regulations”). Exhibitor hereby represents and warrants that it has performed its own due diligence with respect to such Applicable Regulations and acknowledges and agrees that Organizer shall assume no liability for Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns or invitees’ compliance with such Applicable Regulations. Exhibitor also acknowledges and agrees that nothing contained herein constitutes legal advice as to current or future Applicable Regulations and that Organizer shall not and does not have any responsibility to inform or otherwise communicate to Exhibitor any change, amendment or revision to such Applicable Regulations. For the avoidance of doubt, Exhibitor acknowledges and agrees that the Applicable Regulations with respect to the promotion, exhibition, use, and display of electronic devices that deliver vapor for inhalation (including any refill, cartridge or any other component thereof), electronic cigarettes, vaporizers, vapor products, e-liquids and their byproducts are subject to change and Exhibitor makes no representation or warranty and expressly disclaims that the Applicable Regulations in force as of the date of execution of the Agreement will be the same as of the dates of the Exhibit.
PROHIBITED ACTIONS: Exhibitor represents, warrants and covenants that it shall not offer for sale any of Exhibitor’s vapor products at the Exhibit. Exhibitor further represents, warrants and covenants that it shall not give away or otherwise distribute any of Exhibitor’s vapor products for use by any persons outside the confines of the Exhibit Room and that any use of Exhibitor’s vapor products within the confines of the Exhibit Room during the Exhibit shall comply with any and all Applicable Regulations in force and effect during the Exhibit.
EJECTION OF DISORDERLY PERSONS: Organizer reserves the right to refuse entrance to, or remove and eject from the Center, any person whose conduct is objectionable, disorderly or disruptive to Organizer’s employees and representatives and/ or to the Center’s guests and invitees, and/or is in violation of law, including Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns, guests or invitees. Exhibitor assumes full responsibility for the acts and conduct of itself, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns.
PARKING: All vehicles shall be driven and parked in designated areas unless directed by the Organizer’s authorized representatives.
ALTERATIONS & IMPROVEMENTS: Without Organizer’s prior written consent, Exhibitor shall make no permanent alterations or improvements to the Exhibit Room or make any installations that will be attached to the surfaces of the Exhibit Room or in any manner alter the existing surfaces of the Exhibit Room. Any alterations or improvements of whatever nature made or placed by Exhibitor to or on the Exhibit Room and not removed at the conclusion of the Exhibit shall, at Organizer’s sole discretion, be removed by Organizer at Exhibitor’s expense, and/or become Organizer’s property. Exhibitor shall not post nor permit any sign to be affixed to the Exhibit Room or anything else that could reasonably be likely to injure mar or in any manner deface the Exhibit Room. Exhibitor shall not permit nails, hooks, adhesive fasteners, tacks, screws or any other such device to be installed on any part of the Exhibit Room.
MATERIALS: Signs may only be posted in approved areas. All signs and posters must relate to the Exhibit. The use and/or application of tire black or any similar silicone-based product is strictly prohibited. Large items displayed, housed or presented on any floor must be placed on a tarp or a similar covering so as not to stain or damage the flooring. Heavy materials must not be dragged, skidded or rolled over floors. All heavy materials or equipment must have matting placed underneath to protect all floor surfaces. Loading and unloading must be done in designated loading zone areas only. Items may not be placed on heating/air conditioners units. No pop-up tents or canopies are permitted inside the Center or Exhibit Room. No candles, glitter or confetti shall be used for decoration. Exhibitor shall not operate any Center equipment or materials without the Organizer’s prior written approval, which approval shall be at the Organizer’s sole discretion.
LOST/STOLEN PROPERTY: In no event shall Organizer, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns to be responsible for any lost, left, stolen or damaged property of
DAMAGES TO EXHIBIT ROOM: Exhibitor shall be responsible for any and all damages to the Exhibit Room and/or the Center caused by Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees occurring during the use of the Center and Exhibit Room by Exhibitor, including in connection with the installation or removal of any alterations or improvements, whether permitted or not by Organizer.
TRASH REMOVAL: At the conclusion of the Exhibit, Exhibitor will remove all garbage/refuse/rubbish generated in connection with its use of the Exhibit Room and Center and any other goods, wares, merchandise or property owned by Exhibitor or which Exhibitor has placed or permitted to be placed in the Exhibit Room or Center. In the event Exhibitor fails, neglects or refuses to remove any of its property or the property of any of its officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees from any portion of the Center, including the Exhibit Room, upon the conclusion of the Exhibit, said property shall be deemed abandoned and Organizer shall, at its sole discretion, remove, place in storage, or otherwise dispose of any such property at Exhibitor’s sole cost and expense
INTELLECTUAL PROPERTY: Exhibitor expressly represents and warrants that at no time shall any music, literary artistic work or other property protected by or subject to copyright, patent or other intellectual property rights of a third party be used in connection with or for the Exhibit unless pursuant to a valid license agreement between Exhibitor and such third party, and such use by Exhibitor does not and will not, infringe the copyright, patent or other intellectual property rights of any third party. Exhibitor hereby grants Organizer a limited, non-exclusive license to use Exhibitor’s copyrights, trade names, trademarks, service marks and similar intellectual property and proprietary rights in connection with the Exhibit. Organizer hereby grants Exhibitor a limited, non-exclusive license to use the Vape South America logo as it appears in the “Vape South America” document to be provided with the invoice for promotional purposes only in connection with the Exhibit, which excludes use of such logo on Exhibitor’s products or services; provided that any use of such logo shall require the prior written consent and approval of the Organizer, which consent or approval shall be at Organizer’s sole discretion.
PHOTO RELEASE: Without payment or other consideration to Exhibitor, Exhibitor irrevocably grants to Organizer the right to use photographs of Exhibitor’s participation in the Exhibit, including use of the Center and Exhibit Room, and to copyright, use and publish the same in print and/or electronically, with or without Exhibitor’s name, for any lawful purpose. Exhibitor acknowledges, understands and agrees that these materials will become the Organizer’s property and shall not be returned, and may be altered and edited by Organizer without Exhibitor’s approval.
ADVERTISING: Exhibitor shall not broadcast by television, radio or other medium, videotape, record or transcribe, any exhibit or activity scheduled to be presented or performed in the Exhibit Room, or advertise, post, or exhibit, signs, advertisements, show bills, lithographs, posters, or cards of any description inside or outside or on any part of the Exhibit Room, in each case, without Organizer’s prior written consent. Exhibitor may be required to pay additional fees and reimburse Organizer for costs incurred, if any, for all broadcasting, telecasting, videotaping and transcription of the Exhibit. Organizer reserves all rights to all broadcasting, telecasting, videotaping and transcription of all performances functions, meeting and activities of all users of the Center and Exhibit Room, including Exhibitor.
SOLICITATIONS: No collections or donations, whether for charity or otherwise, shall be made, attempted or announced during the Exhibit in any portion of the Center or Exhibit Room without Organizer’s prior written approval.
EXHIBIT START/END TIME: Setup and teardown time is included in rental time. No materials relating to or for the Exhibit may be stored by or for Exhibitor before 9:00 a.m. on October 18th, 2019, or after 11:59 p.m. on October 20th, 2019 In the event that Exhibitor fails to provide the appropriate insurance as required under this Agreement or fails to produce proof of insurance satisfactory to Organizer in its sole discretion, Organizer shall have the right, but not the obligation, to procure insurance for Exhibitor, at Exhibitor’s sole expense. Exhibitor represents, warrants and covenants that its insurance policy or policies shall cover and will continue to cover any risk inherent in the consumption and/or use of the Exhibitor’s products and services.
LATE CHARGES, PENALTIES, FEES, ETC: Organizers shall not be liable for the payment of taxes, late charges, or penalties of any nature relating to the Exhibit or any revenue received by or payments made to Exhibitor in connection therewith, except as otherwise provided by applicable law. Exhibitor shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates damages, license fees, municipal liens, levies, excises, or imposts, whether general or special, whether ordinary or extraordinary, of every name, nature, and kind whatsoever, including all government charges of whatsoever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge against this Agreement or any other property used in connection with the Exhibit. Notwithstanding the foregoing, Exhibitor acknowledges that Organizer may collect sales or similar taxes on any or all of the Exhibit Fee if Organizer determines, in its sole discretion, that any such taxes are owed with respect to any or all of the Exhibit Fee. Payment of any such taxes shall be made by Exhibitor with the Exhibit Fee on the terms related to payment of the Exhibit Fee.
LIMITATION OF LIABILITY: In no event shall organizer be liable to exhibitor for any indirect, punitive, special, incidental or consequential damages whatsoever, including loss of goodwill or loss of profits even if organizer has been apprised of the possibility of such damages and whether any claim is made for breach of contract, breach of warranty, and/or violation of the applicable regulations, in tort or otherwise. The only warranties provided by organizer are those specifically set forth in this agreement, and such limited warranties are in lieu of any and all other warranties, express or implied, including any warranties of merchantability and fitness for a particular purpose.
ACCEPTANCE “AS IS”: EXHIBITOR ACKNOWLEDGES AND AGREES That it has inspected or has had the opportunity to inspect the center and the exhibit room, and exhibitor is satisfied with and has accepted the center and the exhibit room in their present condition. The exhibitor has fully informed itself of all the details relating to the use of the center and the exhibit room and acknowledges and agrees it has received satisfactory answers to all questions concerning the center and the exhibit room and the risks inherent in the use of the center and the exhibit room.
ASSUMPTION OF RISKS: exhibitor completely assumes all risks associated with and/ or resulting from, caused by, or arising from or in connection with exhibitor’s participation or presence at the exhibit including, but not limited to, theft, loss, harm, damage or injury to or of any person (including death), property, business or profits of other exhibitors, invitees and attendees and notwithstanding whether caused by negligence, intentional act, accident, act of god or other reasons. Exhibitor assumes full and complete responsibility for theft, loss or damage to its property, whether the property was in or out the assigned storage area.
INDEMNIFICATION: Exhibitor shall indemnify, defend and hold harmless Organizer and Domos Art and their respective officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees (each, an “Indemnified Party”) from and against any and all claims, suits, liens, judgments, damages, losses and expenses, (including attorneys’ fees and expenses) (collectively “Losses”) arising or resulting from, in whole or in part, and in any manner, (a) any breach by Exhibitor of its obligations hereunder, or (b) the use or occupancy by Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees of any portion of the Center (including the Exhibit Room); except where such Losses are caused by or resulting from the gross negligence of an Indemnified Party.
FORCE MAJEURE: None of Organizer or Domos Art or their respective officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns shall be liable to Exhibitor for any losses, damages and costs (including attorney’s fees and expenses) incurred by Exhibitor, in whole or in part, resulting from causes beyond Organizer’s control, including but not limited to acts of God or any laws, rules or regulations of any governmental body that would make it impossible, commercially unreasonable or illegal for Organizer to perform its obligations under this Agreement, including but not limited to changes in law with respect to Applicable Regulations (each, a “Force Majeure Event”). Exhibitor shall not make any claims against Organizer, and Organizer shall not be liable to Exhibitor, for any losses arising from the cancellation of any portion of the Exhibit due to a Force Majeure Event.
INJUNCTIVE RELIEF: If Exhibitor fails or refuses to perform its obligations as required under this Agreement, Exhibitor acknowledges and consents to Organizer’s right to seek injunctive relief, in addition to the rights of Organizer, set forth in this Agreement and any other rights at law and equity, to compel Exhibitor’s performance in accordance with this Agreement.
NO AGENCY: Nothing contained in this Agreement shall make Organizer and Exhibitor agents, parties to a joint venture, or general, limited or special partners for any purpose.
GOVERNING LAW: This Agreement shall be governed and construed in accordance with the laws of the State of New York without giving effect to conflicts of law principles.
ARBITRATION: Any controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). Any award rendered by the arbitrator shall be final, non-reviewable, non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction, and any court where a party or its assets are located (to whose jurisdiction the parties consent for the purposes of enforcing the award). Judgment on the award shall be final and non-appealable. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent of the request for arbitration or, if respondent is in default of its obligations to comply with this arbitrator selection provision, an arbitrator shall be appointed by the AAA in accordance with the Commercial Rules. The seat or place of arbitration shall be New York, NY. The Arbitration shall be conducted and the award shall be rendered in.