Terms and Conditions related to Sponsor / Exhibitor participation in an Edgell organized Event
Sponsor/Exhibitor desires to participate in the “Event” (the name of which is specified as part of your letter agreement) organized by Edgell Communications, Inc. (Edgell) and agrees to the terms and conditions set forth below:
1. ACCEPTANCE . Sponsor/Exhibitor's participation in the Event is subject to Edgell's approval. Edgell may withdraw its acceptance at any time by refunding the fee paid by the Sponsor/Exhibitor. Edgell makes no warranties regarding the number of persons who will attend the event and Edgell retains the right to modify the Event dates, hours, and venue by providing written notification to Sponsor/Exhibitor.
2. PAYMENT, NON-REFUNDABILITY and NON CANCELLATION BY SPONSOR/EXHIBITOR . The full amount of the Sponsor/Exhibitor fee(s) are due within 30 days of signing the related exhibit contract and or sponsorship letter of agreement, payable to Edgell Communications, Inc. All fees are non-refundable, except that if Edgell cancels the event (see section 3 below), Sponsor/Exhibitor fees will be returned in full. Sponsor/Exhibitor acknowledges receiving the immediate benefit of the event space reserved solely for its benefit and that Edgell has given up the opportunity to provide the space others. Therefore the Sponsor/Exhibitor may not cancel this agreement and all fees are not refundable.
3. CANCELLATION . Edgell may cancel all or any part of the Event for any reason beyond its reasonable control, including but not limited to natural or public disaster, act of God, venue construction, insufficient participation, government regulation, or similar reasons, in which case Edgell will refund to Sponsor/Exhibitor any space fees already paid to Edgell, after which Sponsor/Exhibitor will have no further recourse against Edgell.
4. USE OF SPACE . Edgell will provide exhibit/sponsor space at the Event for Sponsor/Exhibitor to display its qualified products and services. (The Event Space). Sponsor/Exhibitor grants Edgell the right to use Sponsor/Exhibitor's name and logo in connection with the promotion and production of the Event. Sponsor/Exhibitor acknowledges that portions of the Event may be recorded, and authorizes Edgell and its designees to record, transcribe, modify, display, and distribute in any form and for any purpose any such recording of the Event, and agrees to execute any release documents presented by Edgell.
• Event Space (Space) Assignment . Edgell will assign the Space and may reassign the Space or alter Event layout or venue at anytime. The Space is for Sponsor/Exhibitor's use only and may not be assigned (sub licensed, sub-leased, etc.) without Edgell's prior written consent. The Event Space must be safely constructed, and must be installed before, occupied during, and dismantled after the Event In accordance with the schedule agreed with Edgell. Sponsor/Exhibitor's activities must be confined within the Space, and must be in support of products or services identified on the agreement with Edgell and directly related to Sponsor/Exhibitor's normal business activities. Edgell may refuse permission to exhibit any products or services Edgell deems objectionable or unsuitable for the Event. Sponsor/Exhibitor may not exchange goods, money or assist others in doing so in the public areas of the Event without Edgell's prior written consent.
• Own Risk . Sponsor/Exhibitor shall have sole responsibility for any loss of its equipment or proprietary information, or any other loss including any subrogation claims by its insurer. Persons visiting, viewing, or otherwise participating in Sponsor/Exhibitor's Space shall be deemed the invitees or licensees of Sponsor/Exhibitor and not of Edgell.
• Third Party Contractors . Edgell may require Sponsor/Exhibitor to use designated third party contractors to provide certain services (“Required Contractors”), and Sponsor/Exhibitor must then use only the Required Contractors for such services. Notwithstanding such designation, Required Contractors and third-party vendors act solely as independent contractors, and Edgell is not responsible for their performance, acts, or omissions.
• Other Events, Marketing and Leveraging . Sponsor/Exhibitor agrees that it shall not, during the period beginning two days before and ending two days after this Edgell organized Event, produce, organize, sponsor or participate in any other event, with a similar market focus, and at the same venue or location as this Edgell organized Event, unless approved in advance, in writing by Edgell.
• Compliance with Laws and Rules . Sponsor/Exhibitor shall comply with all applicable laws, regulations, and ordinances In connection with its participation in the Event, including but not limited to the Americans With Disabilities Act or its local equivalent, rules of the venue, local fire codes, and the terms, conditions, and rules communicated by Edgell from time to time In connection with the Event. Sponsor/Exhibitor shall be solely responsible for obtaining any licenses and permits, and payment of all taxes (including sales and use taxes), license fees, or other charges applicable to the Event, including taxes collected by Edgell
• Third Party Proprietary Rights . Sponsor/Exhibitor will not violate any proprietary rights of third parties In connection with its participation in the Event, Including but not limited to the performance, distribution, or posting of copyrighted material without a license, assignment, or other legally effective permission.
5. DEFAULT BY SPONSOR/EXHIBITOR . Edgell may take possession of the Space and terminate Sponsor/Exhibitor's participation in the Event upon Sponsor/Exhibitor's failure to meet any obligations under this Agreement, including but not limited to Sponsor/Exhibitor's failure to pay all fees, failure to comply with rules and regulations as determined by Edgell, failure to staff the event space, failure to maintain the event space in a safe and professional manner, or if Sponsor/Exhibitor violates Edgell's standards of conduct. Edgell shall have the authority to create, enforce, interpret and amend regulations in a manner that in its sole discretion is in the best interest of the Event.
6. LIMITATION OF LIABILITY AND INDEMNITY .
• Under no circumstances will Edgell or its affiliates or the venue (Edgell & Providers) be liable for lost profits or other indirect, incidental, consequential, or exemplary damages for any of their acts or omissions in connection with the Event, whether or not Edgell & Providers had been apprised of the possibility of such damages or lost profits. In no event shall Edgell's liability hereunder, or otherwise in connection with the Event, exceed the amount actually paid to it by Sponsor/Exhibitor for the Space. Edgell shall not be liable for any errors in any listing or descriptions or for omitting Sponsor/Exhibitor from and Event materials or publications.
• Edgell shall not be liable to Sponsor/Exhibitor for any damage, loss, harm, or injury to the person, property, or business of Sponsor/Exhibitor, or any of its visitors, officers, agents, employees, or other representatives, for any other reason in connection with the Event.
• Sponsor/Exhibitor agrees to defend, indemnify, and hold harmless Edgell & Providers and those lawfully in the venue from and against any claim, loss, liability, or damage suffered due to 1) Sponsor/Exhibitor's construction or maintenance of an unsafe Exhibit or Event Space, and or 2) the negligence or misconduct of Sponsor/Exhibitor or Its agents or Sponsor/Exhibitor's breach of any commitment made hereunder. Sponsor/Exhibitor shall maintain proper insurance coverage for its property and liability, and represents and warrants that it has obtained adequate insurance of at least $1 million to cover its potential liability hereunder. Upon Edgell's request, Sponsor/Exhibitor will furnish Edgell with a certificate of insurance acceptable to Edgell, naming Edgell as a covered party.
7. MISCELLANEOUS . This Agreement and related exhibit contract and or sponsorship letter of agreement will constitute the entire agreement between Sponsor/Exhibitor and Edgell concerning its subject matter, and may only be modified in a writing signed by the parties. Edgell's rights under this Agreement shall not be deemed waived except as specifically stated in writing and signed by an authorized representative. If any term of this Agreement is declared invalid or unenforceable, the remainder shall continue in full force and effect. Edgell may assign this Agreement or its responsibilities to any other party. Any action arising out of this Agreement or the Event shall be brought In Morris County, New Jersey and governed by the laws of New Jersey . This Agreement shall be binding upon the permitted heirs, successors, and assigns of Sponsor/Exhibitor.
January 2010