CONTRACT FOR SPACE
Sponsors application for Exhibit Space at SUBTA Events (hereinafter, “Event”), properly executed by Exhibitor, shall upon written acceptance by Show Management, constitute a valid and binding agreement subject to the terms and conditions contained herein. Show Management reserves the right to accept or reject any application for any reason. Events include SubSummit, Recur, and other shows and conferences managed by the Subscription Trade Association, LLC (SUBTA).
Each event shall have individual dates (hereinafter, “Show Dates”). Show Management shall make the show floor available for Exhibitor move-in within reason and as soon as possible. The move-in dates, the Show Dates, and the move-out dates may be referred to collectively as the “Show Period”.
Show Management will not process Exhibitor’s application for Exhibit Space until it has received from Exhibitor a deposit equal to at least Fifty Percent (50%) of the total estimated cost of the Exhibit Space requested by Exhibitor (the “Deposit”).
Application processing is not a guarantee of eligibility. Show Management holds the right to reject or prohibit any exhibit in whole or in part, or any Exhibitor, or its representatives, at its discretion, with or without cause. Additionally, Show Management reserves the right to remove from the show site, at Exhibitor’s expense, any merchandise Show Management deems unsuitable for display, or promotes products and services that Show Management deems ineligible for display under the terms and conditions of this Agreement. Further, Show Management reserves the right to exclude from display or demonstration any exhibit, or part thereof, that Show Management considers, at its discretion, to be disrupting to the Event.
EXHIBITOR RELEASE: Event maintains a general commercial liability policy covering the show as set forth in this Agreement (the “Policy”). By submitting the Application for Exhibit Space, Exhibitor, Exhibitor’s subsidiaries, affiliates, agents and successors in interest, release Show Management from liability for any loss or injury to Exhibitor that exceeds or falls outside the coverage of the Policy and which arises from or is associated with Exhibitor’s participation in the Event, and the cause of which loss is directly attributable to the venue premises or negligence on the part of Show Management.
EXHIBITOR ACCESS TO GUIDELINES AND RESOURCES: Upon receipt by Show Management of the Deposit, Exhibitor will receive access to web-based information, guidelines and resources designed to assist Exhibitor in planning for and effectuating the move-in, set-up and move-out of Exhibitor’s exhibit (the “Guidelines”). Exhibitor shall comply with the Guidelines at all times during the Show Period.
ELIGIBILITY: Event is a showcase of products and services intended for use in the subscription, recurring revenue or membership industry. Show management reserves the right to accept or deny any products or services.
SPACE ASSIGNMENT: Exhibit Spaces are the property of Show Management. Exhibit Spaces are the sole property of Show Management. Assignment of Exhibit Spaces and any relocation of Exhibit Spaces shall be determined in the sole discretion of Show Management. Exhibitor has access to and use of assigned Exhibit Spaces pursuant to the terms and conditions of this Agreement only. Nothing in this Agreement shall be construed as providing to Exhibitor any possessory interest in the Exhibit Space for any length of time. To any extent an Exhibitor may claim a possessory interest in an Exhibit Space, Exhibitor affirmatively and absolutely waives such interest.
RESTRICTION ON USE OF EXHIBIT SPACE: No Exhibitor will be permitted to move a display once the Event show opens. Only the Exhibitor contracting for a designated space may occupy said space. Exhibitors are not permitted to: (i) sublet, transfer or assign space, in whole or in part; (ii) permit the use of the space for any purpose other than the use for which it has been contracted and specified herein; or (iii) exhibit, demonstrate or distribute anything not made, packed or sold, under or over the name of Exhibitor or distributed in the normal course of Exhibitor’s business, without the consent of Show Management, which may be withheld in its absolute and sole discretion. Exhibitor shall use the space in accordance with the Exhibitor Services Manual and all facility rules and regulations that are hereby incorporated herein. Materials may not be distributed in other areas of the Event facility. Nothing shall be posted on, tacked, nailed, screwed or otherwise attached to columns, walls, floors or other parts of the building or furniture. Anything in connection with an exhibit that is necessary or proper for the protection of the building or structure housing the Event, or of any equipment or furniture provided by Event, will be at the expense of Exhibitor. Exhibitor may not display any article of merchandise other than within the confines of its Exhibit Spaces. Exhibitor may not maintain hospitality suites offsite or open houses during show hours. Exhibitor may not display in the Exhibit Space any product, equipment or item of merchandise, nor provide any service that is not identified in the “Exhibitors Products and Services” section of the Application for Exhibit Space. Failure to abide by this prohibition will result in Exhibitor’s immediate removal from the Event Show floor, and the forfeiture to Show Management of all monies Exhibitor paid for the Exhibit Space. Exhibitors shall not sell or display any counterfeit products. All Exhibitors selling and/or displaying products bearing certain logos and/or potentially trademarked images(collectively “Logos”) must have proper authorization to sell products bearing such Logos. Exhibitors must be able to provide Show Management with a copy of the license agreement authorizing Exhibitor to sell or display products bearing any Logos. Exhibitors are permitted to exhibit/display only those products indicated on the Application and Contract for Exhibit Space. Exhibitors shall not misrepresent any product or article displayed in an Exhibit Space, and shall not, with the exception of truthful comparative advertising, demean the products or services of any other exhibitor. Exhibitor agrees that sales to attendees must be posted and closed in U.S. Dollars.
SOUND AND NOISE REGULATION: Regulations and Directions: Show Management shall be the sole arbiter of acceptable sound levels coming from the Exhibit Space and shall have the right at its discretion to take action as necessary to reduce, abate or remove sound it considers to be objectionable, including without limitation the cutting of power to the Exhibit Space. Sound levels at an Exhibit Space may not exceed Seventy (70) decibels. This restriction includes the use of music and amplified voices. Sound systems and speakers used for stage presentations must be directed inward toward the viewing audience seating area and not toward aisles or neighboring Exhibit Spaces. Speakers that are rigged must be at a downward angle and turned inward to face the stage/ platform area. Exhibitor shall be solely responsible for the cost of any action Show Management may take to correct any speaker or sound system that is in violation of these requirements. Remedial Action: Violators of the Sound and Noise Regulations shall be subject to the following remedial action taken by Show Management: First Offense: A warning will be issued to Exhibitor from Show Management. Second Offense: Power to Exhibitor’s sound and amplifications systems will be severed for a period of time to be determined by ShowManagement at its discretion. Third Offense: Exhibitor may be expelled from the Show Floor at the discretion of Show Management.
PAYMENT: All payments shall be made to Subscription Trade Association, LLC. All applications must include a Fifty Percent (50%) deposit of the requested exhibit space. No space will be assigned or held until this condition has been met. Applications received after 60-days prior to Event start require 100% payment of exhibit costs. No Exhibitor admission materials will be provided to any Exhibitor who has not paid in full for the contracted Exhibit Space. Any space for which payment is not fully received by 45-days prior to Event start shall be withdrawn from the Exhibitor who reserved the space and offered for license to other applicants for exhibit space. Show Management assumes no liability to the original Exhibitor in the event of a forfeiture of space in the event of non-payment, and Exhibitor shall remain liable at all times for payment of the total price of the contracted space unless written notice of cancellation has been received by Show Management on or before 45-days prior to Event start date. Refunds will not be made on sponsorship packages.
VIOLATION/BREACH: If Exhibitor violates any of the terms, covenants or conditions of this Agreement, including without limitation, any provision relating to the use of Exhibit Space, Show Management shall have, at its discretion, the right to terminate this Agreement without advance notice, and Exhibitor shall immediately vacate the Exhibit Space and the Event premises and remove all its products, equipment, furniture and other personal property (“Exhibit Space Property”) therefrom. If Exhibitor does not voluntarily vacate the Exhibit Space and Event premises, Show Management shall have the right immediately to repossess the Exhibit Space, to remove Exhibit Space Property and to store the property for a period not to exceed fourteen (14) days, all at Exhibitor’s expense, without prejudice to any other remedies which may be available to Show Management. If at the end of the 14-day period, Exhibitor has not paid all amounts due and owing Show Management, Exhibitor shall forfeit all rights and interest the Exhibit Space Property, and Show Management shall have the right to sell or dispose of the Exhibit Space Property at its absolute and complete discretion. Exhibitor shall be liable to Show Management for any and all costs and expenses incurred in the removal or storage of any such Exhibit Space Property. Upon any breach of this Agreement by Exhibitor, Show Management shall have the right to retain all fees and deposits theretofore paid, and shall have any and all other rights and remedies available in law or equity.
CANCELLATION BY EXHIBITOR: Exhibitor acknowledges and agrees that actual occupancy of the exhibit space reserved by the Exhibitor is of the essence of this Agreement during and throughout the Event. In the event that Exhibitor does not occupy its allocated exhibit space by the opening time on the first day of the Event, Subscription Trade Association, LLC may occupy, re-allocate to a third party or cause said space to be occupied in its sole discretion without in any way releasing the Exhibitor from any liability hereunder. Furthermore, if Exhibitor does not occupy and staff its allocated exhibit space in accordance with the terms of this Agreement, all rights of Exhibitor to such exhibit space shall terminate and Exhibitor shall be obliged to pay the full Exhibit Fee, with any outstanding sums payable by the Exhibitor within fourteen (14) days. Exhibitor acknowledges and agrees that Subscription Trade Association, LLC will likely sustain losses if Exhibitor cancels its commitment for some or all of its assigned exhibit space. Accordingly, Exhibitor shall forfeit the full amount of its Exhibit Fee in the event that Exhibitor cancels its commitment for some or all of its assigned exhibit space. Each party acknowledges and agrees, after taking into account the terms of this Agreement and all relevant circumstances at the date hereof, that the forfeiting of such Exhibit Fee represents a reasonable and genuine pre-estimate of the damages which would be suffered by Subscription Trade Association, LLC in the event of Exhibitor’s cancellation and does not constitute a penalty. In addition, any fees included within the Exhibit Fee (or any sponsorship fee) for any attendees of Exhibitor who do not attend the Event, for any reason, are not reimbursable, in whole or in part.
CANCELLATION OF EXHIBIT SPACE BY Subscription Trade Association, LLC: Exhibit space may be canceled by Subscription Trade Association, LLC for failure to make payments when due or failure by Exhibitor to comply with the applicable terms and conditions of this Agreement. If exhibit space is so canceled by Subscription Trade Association, LLC, Exhibitor shall forfeit all payments made and Subscription Trade Association, LLC shall have the right to reassign such canceled space to another exhibitor in its sole discretion without mitigation of such forfeited amounts.
WAIVER OF LIABILITY: The waiver by either party of any breach or default of this Agreement by the other party, or of any right conferred by this Agreement on either party shall not be construed as a waiver of any succeeding breach or, default of this Agreement, or of any right provided in this Agreement.
INDEMNIFICATION: Exhibitor shall indemnify, defend, and hold Show Management and its subsidiaries, shareholders, managers, officers, directors, agents, and employees harmless against any and all losses, damages, causes of action, claims, liabilities, costs, expenses, reasonable attorneys’ fees, and expert fees resulting from any alleged act or omission of Exhibitor or any of its shareholders, managers, officers, directors, agents or employees that exceed, fall outside of, or are otherwise not covered by Exhibitor’s insurance policy obtained and maintained during the period of the Subscription Summit pursuant to Section 17 of this Agreement.
GOVERNING LAW AND JURISDICTION: This document shall be governed and construed in accordance with current laws of the State of Michigan in the County of Oakland.
DISPUTE RESOLUTION: The Parties agree to refer any disputes arising out of, or in connection with this Agreement, including any questions regarding its existence, validity or termination, to arbitration before the American Arbitration Association (“AAA”) conducted in accordance with the AAA Commercial Rules of Arbitration. The Parties may select one or three arbitrators at their discretion. If the Parties cannot agree on a single arbitrator, then each party shall select one arbitrator and the two selected arbitrators shall select the third. The appointed arbitrator(s) shall hold the proceedings in any location selected by mutual agreement of the Parties, or if the Parties cannot agree on a location, then at the offices of the AAA in Detroit, Michigan.
ENTIRE AGREEMENT: This Agreement supersedes any and all prior agreements and represents the entire Agreement between the parties. No changes, alterations or substitutions shall be permitted unless the same shall be notified in writing and signed by both parties.
SEVERABILITY: Should any portion of this Agreement be determined to be invalid, unenforceable, or in violation of law for any reason, all other portions of this Agreement shall remain in force and effect to the fullest extent possible.
FORCE MAJEURE: Neither Party shall be liable to the other Party for any delay or omission in the performance of any obligation under this Agreement, other than the obligation to pay monies, where the delay or omission is due to any cause or condition beyond the reasonable control of the Party obliged to perform, including, but not limited to Acts of God, War, blockade, revolution, riot, insurrection, civil commotion, strikes, lockout, fire, flood, storm, tempest or other inclement weather conditions. If Force Majeure prevents or delays the performance by a Party of any obligation under this Agreement, then the Party claiming Force Majeure shall promptly notify the other Party thereof in writing.
INSURANCE: Show Management and Exhibitor each shall maintain during the Show Period a Commercial General Liability insurance policy, the coverage of which shall include Bodily Injury and Property Damage, with a minimum amount of $1,000,000 for each occurrence, and no less than a $2,000,000 aggregate limit, and a Workers’ Compensation insurance policy with a minimum amount of $1,000,000 each occurrence, and no less than a $1,000,000 aggregate limit with an insurance company that has an AM Best Rating level of not less than A/10. Upon request, each party shall provide a Certificate of Insurance evidencing such insurance to the other part.