1. Agreement for Lease of Exhibit Space: The Exhibitor by submitting the application on the reverse side of this for, applies for the lease of Exhibit Space in the exhibition area of the Cleveland Convention Center for the purpose of displaying and demonstrating equipment manufactured or distributed by the exhibitor or services available from the exhibitor during the Great Lakes Truck Expo (GLTE), which is scheduled for September 18, 2013 through September 19, 2013. The Exhibitor acknowledges and agrees that its Application does not become a binding and enforceable agreement for the lease of said Exhibit Space unless and until Expo Management accepts its Application in writing. Expo Management has the exclusive right to determine, at its sole discretion, the eligibility of any potential Exhibitor for inclusion in the Expo and may reflect the Application of any potential Exhibitor not deemed to be in keeping with or appropriate to the purpose of the Expo. The Exhibitor, by submitting its Application, agrees to abide by the Terms and Conditions for this Agreement to Lease Exhibit Space and the Expo Rules and Restrictions listed herein.
2. Assignment of Exhibit Space: The Exhibitor acknowledges that it has received a copy of the Expo Floor Plan from Expo Management and that it has listed on its Application its order of choices for Exhibit Space in the exhibition area of the Cleveland Convention Center. Expo Management will make every effort to accommodate the Exhibitor’s requests for specific Exhibit Spaces, but reserves the right, at its discretion, to assign Exhibit Space to the Exhibitor. Upon acceptance of the Exhibitor’s Application, Expo Management will notify the Exhibitor in writing of the specific Exhibit Space for the Exhibitor’s use at the Expo. The Exhibitor accepts the Expo Floor Plan and acknowledges and agrees that Expo Management reserves the right to relocate the Exhibitor to a different Exhibit Space and to modify the Expo Floor Plan after acceptance of the Exhibitor’s Application if Expo Management determines, at its discretion, that it is in the best interest of the Expo or if such a relocation or modification is required by any agency regulating the Expo are.
3. Cancellation/Refund Policy: Any change to Exhibit Space is subject to the term of the “Cancellation/Refund Policy”. Request for cancellation/reconfiguration/relocation of Exhibit Space must be submitted in witting to Expo Management. At its sole discretion, Expo Management reserves the right to relocate Exhibitor to accommodate any cancellation/reconfiguration request. Cancellation/release of any Exhibit Space before June 1, 2013 will result in a penalty of 25% of the total cost of the Exhibit Space cancelled. After June 1, 2013, the Exhibitor is liable for 100% of the total Exhibit Space cost. In no case will any refund be made for cancellation/release of Exhibit Space after June 1, 2013.
4. Sub-Leasing: The Exhibitor will not assign, share, or sublet its Exhibit Space or any part thereof, to a third party, either with or without charge, without prior written permission of Expo Management.
5. Use of Exhibit Space: The Exhibitor agrees that it will only use the Exhibit Space to display and demonstrate products and service directly related to and utilized by the trucking industry. The Exhibitor agrees that its Exhibit Space has been assigned for its exclusive use and it will not display any product or service other than those manufactured, distributed, or sold by it in its regular course of business. Any activity within an Exhibit Space must have sufficiently large area to accommodate the audience without causing any blockage of aisles The Exhibitor further agrees that all demonstrations, displays, and distribution of promotional materials will be confined to the limits of its Exhibit Space and that the Exhibitor’s personnel will not be permitted to canvass or solicit business in any other portions of the Expo area. Exhibit Space assigned to but not occupied by the Exhibitor at the start of the Expo, or for any time thereafter, shall revert back to Expo Management to be released and occupied in any manner and for such purposes as Expo Management may choose. In such event, all funds theretofore paid by the Exhibitor in relation to the Exhibit Space shall be retained by Expo Managements as liquidated dames, and this Agreement shall be null and void.
6. Installation and Dismantling of Exhibits: The Exhibitor agrees that installation of Exhibits for use in the Exhibit Space will be conducted based on the “Display & Vehicle Move In Schedule” provided to the Exhibitor by Expo Management in the Exhibitor Services Kit. Setup will be coordinate by the Expo Decorator, who will contact the Exhibitor to schedule and installation time. Dismantling will not begin before 2:00 pm September 19, 2013. Any Exhibitor found to be in violation of this policy will be subject to a $500 fine and loss of Expo seniority for future exhibit space selection. No trucks, tractors, trailers or any rolling stock will be started or moved from the exhibition area before 3:00 pm September 19, 2013. The Exhibitor further agrees that it will vacate the exhibition area no later than 10:00 pm September 19, 2013. It is the Exhibitor’s sole responsibility, at its sole cost, to install and put in place its Exhibit before the opening of the Expo and dismantling and removing it immediately after the closing of the Expo as set forth above. The Exhibitor agrees that any deviation from the above installation and dismantling schedule and procedure must be approved in advance in writing by Expo Management.
7. Arrangement of Exhibits: The Exhibitor accepts the basic booth layout as outlined on the Expo Floor Plan provided by Expo Management and agrees that all displays and furnishings for use in its Exhibit Space will be at the Exhibitor’s sole expense. The Exhibitor further agrees not to erect signs, partitions or to display products in such a way as to cause injury or disadvantageously affect the display of other exhibitors. The Exhibitor agrees to comply with the Exhibit Display Regulations as outlined in the Exhibitor Services Kit. Plans for any questionable exhibits should be submitted by the Exhibitor for Expo Management approval a minimum of 60 days prior to the first day of the Expo or within two (2) weeks of Expo Management’s acceptance of the Exhibitor’s Application, whichever is earlier.
8. Fire Regulations: The Exhibitor understands that any insurance coverage relating to the Exhibitor’s participation in the Expo and use of Exhibit Space therein is entirely at the Exhibitor’s own expense and that proof of such insurance must be available at all times and must be produced to Expo Management upon request at any time.
9. Security: A security detail will be assigned by Expo Management during all hours of the Expo, but Expo Management does not assume responsibility for the loss of and/or damage by fire, theft or any other cause to the Exhibitor’s property. The Exhibitor agrees to have an attendant present and in charge of the Exhibitor’s Exhibit Space at all times during the Expo’s exhibition hours.
10. Limitation of Liability: The Exhibitor, on behalf of itself and its officers, directors, employees, agents, contractors, licensees, patron, guests, assigns, parents, subsidiaries, successors, heirs, personal representatives, executors, and administrators, agrees as follows:
A. Release and Waiver of Liability: The Exhibitor waives and releases any and all rights and claims for any injury and death and property damage, arising out of or relating to the Exhibitor’s participation in and exhibition at the Expo, against Expo Management and its officers, directors, employees, agents, contractors, licensees, patrons, guest, assigns, parents, subsidiaries, successors, heirs, personal, representatives, executors, and administrators (hereinafter referred to as “Releases”)
B. Indemnification: The Exhibitor agrees to indemnify, defend, and hold the Releases harmless from and against any claims, suits, actions, injuries, losses, damages, liabilities, costs, expenses (including attorney’s fees), judgment and penalties arising out of or relating to the Exhibitor’s participation in and exhibition at the Expo.
11. Cleveland Convention Center Property: The Exhibitor agrees that it will compensate the Cleveland Convention Center for any expense resulting from either injury or damage to the physical property of the Cleveland Convention Center caused by the Exhibitor or its employees, agents, licensees or contractors arising from the use by the Exhibitor of the Exhibit Space at the Cleveland Convention Center, including, but not limited to, the installation or removal of any Exhibits into or out of the exposition area. Any item or equipment which the Cleveland Convention Center or Expo Management deem necessary to protect the Cleveland Convention Center’s building, equipment or furniture will be at the Exhibitor’s expense.
12. Severability: Should any of the provisions of this Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this agreement.
13. Governing Law: This Agreement shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Ohio.
14. Entire Agreement: This Agreement sets forth the entire agreement between the Exhibitor and Expo Management and fully supersedes any and all prior agreements, warranties or understandings between the parties.
EXPO RULES AND RESTRICTIONS
15. In addition to the above Terms and Conditions, the Exhibitor agrees to abide by the following Expo Rules and Restrictions:/
A. Noisy or Obnoxious Equipment: Any equipment or apparatus producing noise, vibration or odor that could be detrimental to neighboring exhibits or guests is prohibited. Plans for any questionable exhibits should be submitted by the Exhibitor for Expo Management approval a minimum of 60 days prior to the first day of the Expo or within two (2) weeks of Expo Management’s acceptance of the Exhibitor’s Application, whichever is earlier.
B. Complimentary Tickets: The distribution of the complimentary tickets during the three (3) days of the Expo, on the grounds of the Cleveland Convention Center, is prohibited.
C. Hanging Signs: If the Exhibitor wishes to hang any object, such as a sign, from the ceiling immediately above its Exhibit Space, said item must be approved in advanced by Expo Management and must by the Expo Decorator.
D. Literature: Any distribution of literature or samples shall be restricted to materials directly related to the services or equipment of the Exhibitor. Such distributions shall be made only from the Exhibitor’s Exhibit Space.
E. Promotional Stickers: The Exhibitor will not place promotional stickers on any portion of the Cleveland Convention Center property or on attendee’s badges.
F. Balloons and Food: Promotional helium-filled balloons and any and all food items are not permitted in the exhibition area without prior written permission of Expo Management.
G. Sound Level and Music: Exhibitors may use sound equipment in their booths so long as the noise level does not disrupt the activities of neighboring exhibitors. Speakers and other sound devices should be position so as to direct sound into the booth rather than into the aisle. The noise level within an exhibit must not exceed 85 decibels as measured from the aisle immediately inform of the booth. No music (live or recorded) is allowed in any booth without permission of Expo Management. Expo Management is not responsible for the Exhibitor’s licensing for the use of music in any form during the Expo.
H. Exhibitor Personnel: Exhibitor personnel must be clothed in acceptable attire and must restrict their activities to their own Exhibit Space.
I. Official Services: The exhibitor understands the designated official Expo contractors are responsible for their area of operations and any outside contactor or worker must operate with the concurrence of the official Expo contractor and Expo Management. An Exhibitor Services Kit with a complete index of designated Expo contactors and their forms will be provided to each exhibitor.
J. Exhibitor Appointed Contractors (EAC): Any Exhibitor requesting a non-official contractor to perform services in Exhibitor’s Exhibit Space must complete and submit an electronic EAC Form and valid Certificate of Insurance for each EAC, a minimum of 30 day prior to the first day of the Expo. Any EAC without the appropriate EAC documentation submitted on its behalf will not be allowed access to the Expo Floor. All EACs are subject to approval by Expo Management. All EACs are responsible for adhering to all rules and regulations and shall refrain from placing an undue burden on the Official Expo Contractors by interfering, in any way, with the Official Expo Contractors’ work. The EAC will not solicit business on the Expo Floor at any time. If the EAC, in any way, disrupts the orderly conduct of the business by any of the Official Expo Contractors or impairs the efficient installation and dismantling of exhibition, the EAC will immediately cease such disruption or be removed from the Expo Floor. Expo Management will have all final decision in such instances.
K. Intellectual Property and Counterfeiting: The Exhibitor is responsible for obtaining all necessary licenses, permissions and permits to use music, photographs, written materials or any other materials protected by intellectual property laws in the Exhibitors Exhibit Space. The Exhibitor is prohibited from displaying, demonstrating or distributing promotional materials for any product which is considered by Expo Management, at its sole discretion, to infringe upon the intellectual property rights, including patent, copyright and trademark rights, of another individual or entity. The Exhibitor is further prohibited from displaying, demonstrating or distributing promotional materials for any counterfeit product or any product which is otherwise deemed by Expo Management, at its sole discretion, to be deceptively or illegally marketed. Expo Management has the right to impose sanctions of the Exhibitors at its sole discretion including, but not limited to, immediate removal of the Exhibitor’s products, displays and/or promotional materials without refund to Exhibitor for any funds previously paid; loss of consideration for preferred Exhibit Space at future Expos; and a prohibition on the Exhibitor from exhibiting at future Expos. All questions regarding intellectual property issues related to the Exhibitor’s Exhibit Space should be addressed with Expo Management prior to the first day of the Expo. If intellectual property issues arise during the Expo, such issues should be promptly directed to Expo Management.
L. Interpretation and Enforcement of Expo Rules and Restrictions: The Exhibitor agrees that Expo Management is responsible for all aspects of the Expo and shall have full power in the interpretation and enforcement of the Expo Rules and Restrictions set forth in this Agreement. All matters not covered by the foregoing shall be determined by final judgment of Expo Management.