1. DEFINED TERMS
The term “Exhibition” means PCB West 2019, currently scheduled to be held on September 10, 2019 (the "Exhibition Dates”) at the Santa Clara Convention Center. The Exhibition is owned, produced and managed by UP Media Group, Inc. As used hereinafter, the term “Organizer” means UP Media Group, Inc. and each of it’s respective officers, directors, shareholders, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise.
2. USE OF EXHIBIT SPACE
Exhibitor shall not sell or exchange goods or money or serve any food or beverage items on the Exhibition floor without Organizer’s prior written consent. Exhibitor and its employees, agents and representatives shall not display or offer products, literature or presentations containing nudity, sexually explicit or other offensive material. Organizer reserves the right to remove Exhibitor, its products and any of its employees, agents or representatives which Organizer determines to be objectionable, in addition to its other rights and remedies hereunder.
3. INSTALLATION & DISMANTLING
Exhibitor shall comply with all rules and regulations applicable to the receiving, set up, display or removal of Exhibits. Exhibit and Exhibit Space requirements and move-in/move-out date schedules shall be set forth in the "Exhibitor Service Manual" to be supplied by Organizer. Exhibitor will furnish Organizer with engineering certificates if requested by Organizer prior to or during the Exhibition. Failure to adhere to move-in/ move-out schedules may result in forfeiture of the Exhibit Space, without refund of any Space Fees.
4. SPACE EQUIPMENT & SERVICES
The Exhibit Space will include a listing and description in the show guide, general security services for the Exhibition and badges for all Exhibitor personnel. Organizer will make all reasonable efforts to make the Exhibit Space available in the location requested by Exhibitor but makes no guarantee that such location will be available. Similarly, any such assignment does not mean that similar space will be assigned for future Exhibitions. Organizer reserves the right to modify, reassign or close any Exhibit Space location.
5. LISTINGS AND PROMOTIONAL MATERIALS
Exhibitor grants to Organizer a fully paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic or other media) listing the exhibiting companies at the Exhibition and to use such names in Organizer promotional materials. Organizer shall not be liable for any errors or omissions in any show guide listings or descriptions. Organizer may also take photographs of Exhibitor’s booth space, exhibit and personnel during, before or after the open hours of the Exhibition and use such photographs for any Organizer promotional purpose.
6. EXHIBITOR EQUIPMENT AND SERVICES
Exhibitor is solely responsible and liable for its products and services. Exhibitor shall not bring any merchandise, equipment, packing containers or packing material into or out of the Exhibit Space during Exhibition hours or leave any such items in any aisle of the Exhibition Facility. Neither Organizer nor the Exhibition Facility accepts responsibility nor is a bailment created for merchandise or equipment delivered by or to Exhibitors at any time.
7. CONTRACTOR SERVICES INFORMATION
Certain firms will be designated to serve as official contractors to provide security, support and facilities services for the Exhibition (the "Official Contractors"). In some cases Exhibitors will be required to use the Official Contractors. This will be explained in the Exhibitor Service Manual. Organizer shall not be responsible or liable for the performance or any act, error or omission of any Official Contractor, or any other contractor retained by Exhibitor.
8. CHANGES TO EXHIBITION
Organizer reserves the right to rename or relocate the Exhibition or change the dates on which it is held. If Organizer changes the name of the Exhibition, re-locates the Exhibition to another event facility within the same city, or changes the dates for the Exhibition to dates that are not more than 30 days earlier or 30 days later than the dates on which the Exhibition originally was scheduled to be held, no refund will be due to Exhibitor, but Organizer shall assign to Exhibitor, in lieu of the original space, such other space as Organizer deems appropriate and Exhibitor agrees to use such space under the terms of this contract.
9. CANCELLATION OF EXHIBITION
Organizer may cancel all or any part of the Exhibition or reduce the amount of space allocated to the Exhibition for any reason in its sole discretion and for acts beyond its reasonable control, which acts may include but are not limited to fire, strike, earthquake, damage, construction or renovation to the Exhibition Facility, government regulation, public catastrophe or acts of God. If the Exhibition is canceled in its entirety, this contract shall automatically terminate, and Organizer shall refund to Exhibitor all Space Fees in full satisfaction of all liabilities of Organizer to Exhibitor. Refunds shall not be made for partial cancellations or reductions in the size or scope of the Exhibition. Any Exhibitor who cancels this contract prior to any cancellation of the Exhibition by the Organizer shall not be entitled to any refunds paid pursuant to this section.
10. TERMINATION OF AGREEMENT
Organizer reserves the right to terminate this contract immediately by written notice if Exhibitor breaches any of the terms and conditions set forth herein and in the Exhibitor Services Manual but not limited to, including failure to make any payment when due under the terms of this contract. The terms and conditions of Section 11 shall govern if this contract is terminated under this Section 10.
11. CANCELLATION BY EXHIBITOR
If Exhibitor desires to cancel this contract, Exhibitor may only do so by giving notice thereof in writing sent to the Organizer with evidence of receipt. In such case, Exhibitor will continue to be liable for fees in accordance with Page 1 of the Application/Contract for Exhibit Space. This amount is considered to be liquidated and agreed-upon damages, for the injuries the Organizer will suffer as a result of Exhibitor’s cancellation, 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 the Organizer to sustain damages. In this situation, the Organizer’s dam-ages 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 contract as a valid pre-estimate of these damages. The date of cancellation shall be the date the Organizer receives the written notice. In such case, Exhibitor will continue to be liable for fees in accordance with Page 1 of the Application/Contract for Exhibit Space.
12. INDEMNITY; INSURANCE
Exhibitor expressly assumes all risks associated with, resulting from, or arising in connection with Exhibitor’s participation or presence at the Exhibition. Exhibitor hereby releases Organizer, the Exhibition Facility, and each of their respective officers, directors, employees, agents, contractors, representatives, affiliates and assigns (collectively, the "Indemnified Parties"), from any claims for damage, loss, harm or injury to the person, property or business of Exhibitor or any of its visitors, officers, directors, agents, employees or representatives. Exhibitor shall indemnify, defend and hold harmless the Indemnified Parties from all claims, demands, suits, liability, damages, losses, costs, fees (including attorneys’ fees) and expenses that result or arise from (i) injury to the person, property or business of any person in connection with the Exhibit; (ii) Exhibitor’s participation or presence at the Exhibition and/or use of any of the Exhibition facilities; (iii) Exhibitor’s actual or alleged infringement of the patent, trademark, copyright, or any other intellectual property rights of a third party; or (iv) any breach by Exhibitor of any agreements, covenants promises or other obligations under this contract. Exhibitor shall be solely responsible and liable for the security of its products and equipment and its confidential and proprietary information, including any subrogation claims by its insurer. Exhibitor shall maintain adequate property and liability insurance coverage, including but not limited to insurance coverage specified by Organizer in the Exhibitor Services Manual, and shall provide Organizer with insurance certificates upon request. All such insurance policies shall name Organizer and the Exhibition Facility as additional insureds.
13. LIMITATION OF LIABILITY; WARRANTY DISCLAIMER
No Indemnified Party shall be liable to anyone for lost profits or other incidental, special, indirect, punitive or consequential damages whatsoever, whether or not apprised of the likelihood of such lost profits or damages. In no event shall Organizer’s total liability under this contract exceed the Space Fees actually paid to Organizer by Exhibitor hereunder for the Exhibit Space. Organizer makes no representations or warranties of any kind regarding the Exhibition, the number of persons who will attend the Exhibition, the Exhibitor Services Manual or any other materials provided by Organizer. ORGANIZER EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WAR-RANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14. OBSERVANCE OF LAWS
Exhibitor shall abide by and observe all federal, state and local laws, rules, regulations and ordinances applicable to the Exhibition and the Exhibition Facility, including all rules of the Exhibition Facility, the Official Contractors and labor unions. The Exhibit shall be constructed to comply with the Americans with Disabilities Act. Exhibitor shall not discriminate against any person on the basis of age, sex, race, color, creed, national origin, sexual orientation, disability or in any other manner in connection with or related to the Exhibition or the use of the Exhibition Facility.
15. USE OF ORGANIZER-SUPPLIED MATERIALS
Any materials that are distributed to Exhibitor related to the planning or execution of the Exhibition, including but not limited to the Exhibitor Services Manual, are owned exclusively by Organizer. Organizer grants to Exhibitor a nontransferable, non-exclusive license to use such materials solely in connection with Exhibitor’s participation in the Exhibition. If Exhibitor ceases to be an Exhibitor at the Exhibition, and in any event upon termination of this contract, Exhibitor shall promptly return to Organizer or destroy all such materials and all copies thereof.
16. TAXES & LICENSES
Exhibitor shall be responsible for obtaining any licenses, permits or approvals under federal, state or local law applicable to its 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.
17. BROADCASTS; COPYRIGHTED MATERIAL
No visual or audio recording or transmission will be made of the Exhibition without Organizer’s prior written consent. Exhibitor shall not broadcast, perform, publish or distribute any copyrighted material at the Exhibit unless it has obtained all necessary licenses and paid all required royalties or other payments.
Organizer may assign this contract to an affiliate at any time. Exhibitor shall not assign this contract or sell, transfer, assign or sublet to a third party all or any portion of its Exhibit Space without Organizer’s prior written consent. In the event of a merger of two or more Exhibitors, Organizer will use reasonable efforts to consolidate the space contracted by the Exhibitors into one location equal to the aggregate of the space originally purchased by Exhibitors when they were independent. However, in the event that it is not possible, the Exhibitor that survives the merger shall be liable for Exhibit Space at each of the locations originally contracted for by each of the merged companies.
19. GOVERNING LAW AND JURISDICTION
This contract and all rights and obligations of the parties relating hereto shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any conflicts of laws rules that would cause the application of the laws of any other jurisdiction. The parties agree that any claim arising out of or relating to this Agreement shall be brought in the state and federal courts serving Cobb County, Georgia. Additionally, the parties consent to the personal jurisdiction of such courts, and hereby waive any objection to jurisdiction or venue, and any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts. In the event of any litigation related to this Agreement, Organizer shall, if it is the prevailing party, be entitled to recover all reasonable attorneys' fees and costs of litigation, in addition to all other remedies available to it at law or in equity.
20. TERMS AND CONDITIONS
All meeting room, hospitality suites and off-site networking events [scheduled for any time during the week of PCB West; Monday – Friday] MUST BE APPROVED in advance through Show Management.
Exhibitors who desire to conduct off-site or on-site networking events may not hold such events during official program hours without the written consent of Show Management. Violators of this rule may be subjected to strict penalties, including but not limited to removal from show floor and liability for estimated damages suffered by PCB West as a result from such activity.
Functions that will require approval include, but are not limited to: luncheons, breakfasts, hospitality suites, social events, parties, large meetings, technical sessions or any event that takes place during official program hours.
21. AGREEMENT TO TERMS, CONDITIONS & RULES
Exhibitor shall observe and abide by the foregoing terms and conditions and by such additional terms, conditions and rules made by Organizer from time to time, including those set forth in Exhibitor Services Manual. In the event of a conflict between the Exhibitor Services Manual and this contract, the Exhibitor Services Manual shall govern and control. This contract represents the entire agreement between Exhibitor and Organizer concerning the subject matter hereof. Any amendment to this contract must be in writing signed by the party against whom such amendment is sought to be enforced. The rights of Organizer under this contract shall not be deemed waived except as specifically stated in writing and signed by an officer of Organizer. If any term of this contract is declared invalid or unenforceable, the remainder of the contract shall continue in full force and effect. This contract shall be binding upon the heirs, successors and permitted assigns of Exhibitor. If there is a dispute about the language of this Agreement, the fact that one party drafted the Agreement shall not be used in its interpretation. Failure by any party hereto to enforce any of the provisions of this Agreement shall not constitute a waiver of that or any other provision contained herein. The waiver by any party of any breach of this Agreement shall not act as a waiver of any other or subsequent breach, and no such waiver shall be implied.