Pro-Am Motor Con Exhibitor Agreement

  1. Definitions. The term “Event” means the PRO-AM MOTOR CON, currently scheduled to be held on June 20 – 21, 2020 (with a load-in date of June 19, 2020 (together, the “Event Dates“) at the Augusta Civic Center in Augusta, Maine (the “Venue“). The term “Organizer” means Next Chapter Productions, LLC. The term “Applicant” means the company that has applied to be an exhibitor by submitting this Application and Agreement. The term “Venue Management” means the manager of the Venue.
  2. Acceptance and Agreement. This Application and Agreement, when properly executed by Applicant and accepted by Organizer (“Agreement“), constitutes a valid and binding agreement between the Organizer and the Applicant for Applicant to lease exhibit space or booth(s) at the Event. In the event of any conflict between these Terms and Conditions and any terms inserted by the Applicant, these Terms and Conditions shall govern. Organizer reserves the right to accept or refuse, in its sole discretion, any application for participation in the Event. In the absence of Organizer acceptance, Organizer incurs no obligations hereunder.
  3. Assignment of Space. Upon acceptance, Organizer will attempt to place Applicant in a requested space and location, but no guarantee can be given as the ultimate location of the space. Space will be allocated at the discretion of the Organizer. Organizer reserves the right to move the assigned locations of Event participants from time to time for any reason. Organizer in its sole discretion reserves the right to add, alter, or delete from the floor plan at any time. Should circumstances make it necessary, in Organizer’s sole discretion, it may move an already allotted space from one place to another, reduce the size of the space, close or alter the location of any exits or entries, or make any other changes it deems appropriate. If the contracted space is reduced by such changes, Applicant’s fee will be adjusted proportionately. Organizer shall not be liable for errors in acceptance of application or allocation of space.
  4. Event Dates. Event Dates are subject to change. Organizer has the right to postpone, shorten, or cancel the Event. In the event of postponement or shortening of the Event, this Agreement shall be deemed valid for the new dates and duration and confers no right on the Applicant to withdraw from the Agreement. If the Event is canceled by Organizer, the Agreement will be terminated with no liability to Organizer except that Organizer shall be obligated to refund fees paid by Applicant, as required by the provisions of Section 18.
  5. Application for Space and Terms of Payment. Application for exhibit space is made by returning the duly signed Agreement to Organizer, accompanied by the initial deposit specified herein. Applicant shall not assign, sublease, sublicense or otherwise grant rights to a third party for use of the exhibit space without the prior written consent of Organizer, which consent may be denied in its sole discretion. Any purported assignment, sublease, or sublicense in violation of this Section shall be null and void. No assignment, sublease, or sublicense shall relieve Applicant of any of its obligations hereunder. All late payments shall bear interest at the lesser of the rate of 5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Applicant shall also reimburse Organizer for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Organizer does not waive by the exercise of any rights hereunder), Applicant shall be entitled to deny Applicant access to the Event if Applicant fails to pay any fees when due hereunder. Applicant may not withhold or reduce payment by virtue of any claims against Organizer in connection with this Agreement. If Applicant is in breach of any of its obligations under this Agreement, Organizer has the right to terminate this Agreement without liability to Applicant.
  6. Withdrawal from Participation. Should the Applicant need to withdrawal from the Event, the following cancellation and refund policy controls: If notification and reason of Applicant’s withdrawal are submitted in writing and received by Organizer no later than 90 days prior to the earliest Event Date, Applicant will be refunded their fees paid to the Organize less the initial deposit, which is non-refundable in any event. If notification and reason of Applicant’s withdrawal are submitted in writing and received by Organizer within 90 days of the earliest Event Date, no refunds of any kind will be made and, Applicant remains, fully liable, as liquidated damages, for the total package price set forth on the reverse side, plus any extra costs incurred by Organizer as a result of the withdrawal (including, but not limited to any structural changes to the event floor plan or relocation of other participants necessitated by the cancellation).
  7. Rules and Regulations. Applicant will abide by all rules and regulations regarding the construction, maintenance, and tear-down of the exhibit space, as well as any rules and regulations promulgated, from time to time, by Organizer or the Venue. Organizer reserves the right to determine the suitability and appropriateness of all exhibits and the attire and conduct of all exhibit personnel and to regulate the same at its sole discretion. Applicant must provide the necessary safety items to protect attendees, other exhibitors, and all others from equipment that is operable or from any other material, processes, or operations that might cause bodily harm. Applicant will not use any copyrighted music or dramatic materials or any other property owned by a third party without first obtaining licenses for the use of the same. Applicant will not discriminate against any person on the basis of race, creed, ancestry, sexual orientation, disability, color, sex, marital status, age, religion or national origin.
  8. Event Management, Exhibit Construction, and Tear-Down. Organizer will manage and coordinate all aspects of the Event space and may appoint any subcontractors or sources of supply as it deems fit to assist it in carrying out this responsibility. APPLICANT SHALL NOT UTILIZE THE SERVICES OF ANY THIRD-PARTY CONTRACTOR WITHIN THE CONFINES OF THE EVENT SPACE UNLESS AUTHORIZED BY ORGANIZER. Set-up and tear-down hours are listed in the Event Manual issued by Organizer and are subject to change. If Applicant is not set up by the time specified in the Event Manual, Organizer reserves the right to re-assign the allocated space to another applicant or to make other use of the space as it deems appropriate. The cost for any such re-assignment or allocation will be Applicant’s responsibility. Exhibits are to be kept intact until the Event ends. Applicants shall not remove any part of an exhibit during the Event without written prior permission from Organizer. All exhibits must be dismantled and removed from the facility by the time described in the Event Manual. Applicant shall have an authorized representative on site during setup and dismantling periods.
  9. Quality, Character, and Construction of Exhibit. Applicant shall cause its exhibit to display its products or services in a tasteful manner as determined by Organizer. Applicant shall limit its advertising, marketing, and distribution of samples and printed materials of any kind to its own exhibit space. The aisles, passageways, and overhead spaces remain strictly under Organizer’s control and no exhibit materials or equipment are permitted in any of these spaces without Organizer’s express, written permission. Applicant shall construct its exhibit in conformity with law, the Venue’s rules, and as set forth in the Event Manual. Applicant shall change or alter its exhibit at the request of Organizer or the Venue. Organizer reserves the right to reject or later remove an exhibit based on, without limitation, Applicant’s failure to (a) initially construct its exhibit in conformity with all applicable laws, terms, and rules or (b) subsequently obey instructions pertaining to the exhibit’s quality, character, or construction. Organizer reserves the right to restrict or remove any exhibit that Organizer believes is objectionable or inappropriate. Without limiting the foregoing, Applicant is solely responsible for ensuring that its exhibit is accessible to persons with disabilities, as required by the Americans with Disabilities Act and shall indemnify and hold Organizer harmless from any consequences or liability for any failure by Applicant to do so.
  10. Event Security. While the Venue may provide security for the Event area during the Event, it is under no obligation to do so, and any security provided by the Venue may be discontinued at any time. Whether or not such security is provided, Applicant shall be solely responsible for the protection of its property and its confidential and proprietary information, and for obtaining insurance with respect thereto. Organizer shall, in any event, have no obligation to provide security services and makes no representation or warranty whatsoever and disclaims all liability with respect to security of the premises or Applicant’s goods or equipment. Applicant hereby releases and shall hold Organizer harmless with respect to the same.
  11. Limitation of Liability and Timing of Claims. IN NO EVENT SHALL ORGANIZER OR VENUE OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, AFFILIATES AND ASSIGNEES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THEIR ACTS OR OMISSIONS OR ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT ORGANIZER OR THE VENUE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL ORGANIZER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ORGANIZER PURSUANT TO THIS AGREEMENT. CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT MUST BE MADE IN WRITING WITHIN THIRTY DAYS AFTER THE LAST DAY OF THE EVENT, AND FAILURE TO GIVE SUCH NOTICE SHALL CONSTITUTE A WAIVER OF ANY CLAIMS.
  12. Indemnification. Applicant shall indemnify, hold harmless, and defend the Organizer and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses“), arising out of or resulting from (a) injury to the person, property, or business of any person in connection with Applicant’s conduct of its exhibit, (b) Applicant’s construction or maintenance of an unsafe exhibit, (c) any act, omission, negligence, fault, violation of law or ordinance, or misconduct of Applicant, its employees, subcontractors, invitees or agents, or any breach by Applicant of any agreements, covenant, promises or other obligations under this Application and Agreement, (d) Applicant’s participation or presence at the Event and/or use of any of the Event facilities, (e) Any claim brought by any of its employees, agents, contractors, or invitees against an Indemnified Party in connection with such activity, or (f) Applicant’s actual or alleged infringement of the patent, trademark, copyright, or any other intellectual property rights of a third party including any claim resulting from the use of copyrighted music, dramatic materials, or other property which is used by Applicant in connection with the Event.
  13. Insurance. At all times during the Event, Applicant shall maintain adequate, property and liability insurance coverage, including coverage for workers compensation, employer’s liability, comprehensive commercial general liability, and automobile liability. Such general liability coverage shall name Organizer and the Venue as additional insured and shall waive subrogation. Applicant shall furnish Organizer with any insurance certificates Organizer may request.
  14. Listings and Promotional Materials. Applicant grants Organizer a fully-paid, perpetual non-exclusive license to use, display, and reproduce Applicant’s name, trade names, and product names in any directory (print, electronic, or other media) that list the applicants participating at the Event and to use such names in Organizer’s promotional materials. Organizer is not liable for any errors or omissions in any show guide listings or descriptions. Organizer shall also have the right to take photographs, video, and capture other forms of media of Applicant’s booth space, exhibit, and personnel during, before or after the open hours of the Event and use such media for any legal purpose.
  15. Organizer Materials. The Event Manual and any other materials that are distributed to Applicant related to the planning or execution of the Event are owned exclusively by Organizer. Organizer grants Applicant a nontransferable, non-exclusive license to use such materials solely in connection with Applicant’s participation in the Event. If Applicant ceases to be an exhibitor at the Event, including at the conclusion thereof, Applicant shall promptly return to Organizer or destroy all such materials.
  16. Recording of Event. Applicant acknowledges that the Event may be recorded and reproduced in any form (including but not limited to digital formats) and hereby authorizes Organizer and its designees to record, transcribe, modify, reproduce, publicly perform, display, distribute, redistribute, and transmit in any form and for any purpose any such recording of the Event. Applicant hereby releases Organizer and its designees from, and waives all claims it may have, now or in the future, in connection with such activities, and specifically waives any statutory restriction on waivers of future claims or moral rights.
  17. Use of Event Insignia. Applicant may not reproduce the Event’s or Organizer’s logo, name, marks, or other insignia on items, documents or advertising materials, without Organizer’s prior written consent.
  18. Cancellation of Event; Force Majeure. If Organizer cancels the Event or is delayed or prevented from performing its obligations under this agreement by reason of (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) shortage of adequate power or transportation facilities, (j) failure of subcontractors to perform in timely fashion or (k) any other cause beyond Organizer’s control, the performance of such obligation shall be excused and Organizer shall not be liable for any expenditure, liability or loss incurred by Applicant. Cancellation by Organizer for any other reason shall entitle Applicant to a full refund of all fees paid to Organizer. No refund for cancellation shall be owed to any applicant that withdraws from the Event prior to its cancellation.
  19. Assignment. Organizer may assign this Agreement at any time. Applicant may not assign their rights or obligations under this Agreement to a third party without Organizer’s prior written consent.
  20. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  21. Choice of Law and Forum. This Agreement and the rights of the parties hereto shall be governed by the laws of the State of Maine, without regard to its conflict of laws provisions. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and shall bring any such action, litigation or proceeding only in the courts of the State of Maine. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
  22. Event Manual. Before the Event, Organizer will send an Event Manual to the Contact Person listed on the front side of this Agreement. The Manual will include information essential to participating in the Event, including but not limited to additional applicant rules and regulations, official contractor order forms, registration, shipping and drayage, utilities and building services, applicant display rules and final move-in and move out
  23. No Representations or Warranties; Rules and Regulations; Entire Agreement. Organizer makes no representations or warranties, express or implied, regarding the number, quality or character of persons who will attend the Event or regarding any other matters. Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this Agreement or set forth in the Event Manual are subject to Organizer’s sole discretion. Organizer may adopt, amend, or revoke any established rules and regulations from time to time, on reasonable notice to Applicant. Any such rules or regulations, including but not limited to those in the Event Manual or any communication from Organizer to Applicant are hereby incorporated in this Agreement and have the same effect as if set forth herein. This Agreement, including but not limited to the Event Manual and any additional rules or regulations adopted by Organizer, states the entire agreement between the parties and may not be amended without Organizer’s written consent.