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NSC COMIC CON AND FILM FESTIVAL 2020 – TERMS AND CONDITIONS
- DEFINED TERMS
The following are the terms and conditions for becoming an exhibitor and exhibiting at the 2020 event. The term “Event” currently scheduled for November 13, 14, and 15, 2020 (“Event Dates”) at One Main Street, Salinas, CA (“Exhibit Facility”). The Event is owned, produced and managed by the National Steinbeck Center (NSC). As used hereinafter, the term “Organizer” means, collectively, NSC and its/their respective officers, directors, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. The term “Exhibitor” means, collectively the company, any other business entity, or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by NSC the manner stated below and each of its officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable.
- Contract Acceptance
This contract shall become binding and effective once receipt of payment has been made.
- Assumption of Risks
Releases Exhibitor expressly assumes all risks associated with (resulting from or arising in connection with) Exhibitor’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, or otherwise. Exhibitor has sole responsibility for its property or any theft, damage or other loss to such property. Neither Organizer nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Organizer nor the Exhibit Facility shall be liable for, and Exhibitor hereby fully and forever release and discharge the Organizer and the Exhibit Facility, individually and collectively, and their present and former officers, directors, shareholders, partners, affiliates, employees, agents, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross-claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys’ fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively “Claims”) which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Exhibitor’s participation and/or presence in the Event. Exhibitor acknowledges that there is a possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract. Exhibitor acknowledges and agrees that by reason of this contract and it is assuming any risk of such unknown facts and such unknown and unsuspected claims.
Exhibitor shall on a current basis, indemnify, defend and hold Organizer and the Exhibit Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys’ fees and expenses, which result from or arise out of or in connection with Exhibitors’ participation or presence at the Event; any breach by Exhibitor of any agreements, promises or other obligations under this contract; any matter for which Exhibitor is otherwise responsible under the terms of this contract; any violation or infringement of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; any libel, slander, defamation or similar claims resulting from the actions of Exhibitor; harm or injury (including death) to Exhibitor; and loss or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against Organizer without Organizer’s prior written consent.
- LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL ORGANIZER OR THE EXHIBIT FACILITY BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER FOR ANY OF THE ACTS OR OMISSIONS WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL ORGANIZERS MAXIMUM LIABILITY UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT ACTUALLY PAID TO NSC BY EXHIBITOR FOR EXHIBIT SPACE RENTAL PURSUANT TO THIS CONTRACT. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.
- Qualifications of Exhibitor
NSC, in its sole discretion, shall have the right to determine whether a prospective exhibitor is eligible to participate in the Event. Applicants may be required to submit a description of the nature of their business and the items intended to be exhibited. NSC reserves the right to restrict or remove any exhibit which NSC in its sole discretion, believes is objectionable or inappropriate. Only Exhibitors with products and/or services relating to comic books, comic strips, animation, or other related popular culture items are eligible to exhibit. No adult materials may be displayed or sold, as this is a family event.
- Assignment of Space
Exhibit space shall be assigned by NSC in its sole discretion for the Event and for the Event Dates only. Any such assignment does not imply that similar space will be assigned for future events held by Organizer. NSC reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event if NSC in its sole discretion determines that to do so is in the best interest of the Event.
- Cancellation by Exhibitor
Cancellation: Generally, partial cancellation of booth space is not permitted, any cancellation must have the prior written consent of NSC which consent shall be in NSC absolute discretion.
- Cancellation by NSC
If Exhibitor fails to make a payment required by this contract in a timely manner, NSC may terminate this contract immediately (and Exhibitor’s participation in the Event) without further notice and without obligation to refund monies previously paid. NSC reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to NSC is expressly authorized (but has no obligation, expressed or implied) to occupy or dispose of any space vacated or made available by reason of action taken under this paragraph in such manner as it may deem best, and without releasing Exhibitor from any liability hereunder. If NSC removes or restricts an exhibit which NSC considers to be objectionable or inappropriate, no refund will be given to Exhibitor. NSC may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under the contract without any obligations, expressed or implied, on NSC part to refund any payments previously made and without releasing Exhibitor from any liability arising as a result of or in connection with such breach.
- Cancellation of the Event
If NSC cancels the Event due to circumstances beyond the reasonable control of NSC ( governmental emergency, labor strike or unavailability of the Exhibit Facility) NSC shall refund to each Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of Organizer’s liabilities to Exhibitor. NSC reserves the right to cancel, re-name or re-locate the Event or change the dates on which it is held. If NSC changes the name of the Event, relocates the Event to another event facility within the same city or changes the dates for the Event to dates that are not more than thirty (30) days earlier or thirty (30) days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Exhibitor; provided however, NSC shall assign use of such space to Exhibitor pursuant to the terms of this contract.
- Exhibit Space Occupancy
Hours and dates for installing, occupying and dismantling exhibits shall be those expressly specified by NSC. If Exhibitor fails to install its display in its assigned space by one hour before show opens or leaves its space unattended during the Exhibit hours, NSC shall have the right to take possession of the space and no refund will be due to Exhibitor. All exhibits must be open for business during the Event hours. Exhibitor may not dismantle the display until the Event is officially closed by NSC. Exhibitors may not assign their display space to third parties without prior written approval from NSC.
- Listings and Promotional Materials
By Exhibitor’s participation in the Event, Exhibitor expressly grants to NSC 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 Event and to use such names in NSC promotional materials. NSC shall not be liable for any errors in any listing or descriptions or for omitting any Exhibitor from the directory or other lists or materials. Exhibitor agrees that NSC may also take photographs or Exhibitor’s booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any NSC promotional purpose.
- Care of Exhibit Facility
Exhibitor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities, booth equipment or the property of others caused by Exhibitor.
- Taxes and Licenses
Exhibitor shall obtain any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event at its sole expense. Exhibitor shall obtain any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event.
- Copyrighted Materials
Exhibitors shall not play or permit the playing or performance of, or distribution of any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties, fees or other payments. Exhibitors will not sell unlicensed or “bootleg” items or any merchandise bearing unlicensed or “bootleg” images. Sale of such items may result in removal of the Exhibitor at the discretion of NSC.
- Observance of Laws
Exhibitor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Exhibit Facility (including without limitation any union labor work rules). Without limiting the generality of the foregoing, Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act.
- Additional Terms and Conditions
NSC has sole control over attendance policies. Except as provided to the contrary in this contract; all monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment. Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw acceptance of the contract, NSC in its sole judgment may refuse to consider for participation in future events held by Organizer an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment or modification to this contract must be in writing and signed by an authorized representative of NSC Exhibitor may not assign this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of NSC which consent shall be in NSC sole discretion.
- Exhibitor Service Guide
Once Exhibitor contract has been approved and processed, NSC will send an Exhibitor Service Guide to the Primary Contact.
listed on the front of this agreement. The Exhibitor Service Guide will include information integral to participation at the Event, including but not limited to additional exhibitor rules and regulations, official contractor order forms, registration, shipping and drayage, utilities and building services, exhibitor display rules, and move-in, move-out schedules.
- Incorporation of Rules and Regulations
Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by NSC in its sole discretion. NSC may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon reasonable notice to Exhibitor. Any such rules and regulations (whether included in an Exhibitor Service Guide or similar document) are an integral part of this contract and are incorporated herein by reference and shall have the full force and effect as if such rules and regulations are fully set forth herein. Exhibitor shall observe and abide by additional regulations made by DFP as soon as these additional rules or regulations are communicated to Exhibitor. This contract (including the Exhibitor Service Guide and any additional rules or regulations adopted by NSC from time to time) states the entire agreement of the parties with respect to the subject matter hereof.
- Character of Displays: Use of Aisles and Common Areas
Distribution of samples and printed matter of any kind, and any promotional material is restricted to the exhibit booth. All exhibits shall display products or services in a tasteful manner as determined in NSC sole discretion. The aisles, passageways and overhead spaces remain strictly under control of NSC No signs, decorations, banners, advertising material or special exhibits will be permitted in any of these spaces except by written permission of NSC. Sound-making, lighting, or audio-visual equipment of any kind must be listed and submitted as part of the application process—as an addendum, if necessary. NSC will determine in its sole discretion whether the listed equipment may be used during the Event. Equipment not listed and submitted prior to the Event for approval may not be used.
- Fire and Safety Laws
Federal, state, and city laws and EVENT rules and regulations must be strictly observed.