1. DEFINED TERMS
The term “Exhibition” means PCB West 2021, currently scheduled to be held on October 6, 2021 (the "Exhibition Date”) at the Santa Clara Convention Center, 5001 Great America Parkway, Santa Clara, California 95054 (the “Exhibition Facility”). The Exhibition is owned, produced and managed by UP Media Group, Inc. As used hereinafter, the term “Organizer” means UP Media Group, Inc. and each of its respective officers, directors, shareholders, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. These PCB West 2021 Exhibit Terms and Conditions (the “Terms and Conditions”) constitute a valid and binding agreement between Organizer and Exhibitor for Exhibitor to lease Exhibitor’s allotted space (the “Exhibit Space”) at the Exhibition.
2. USE OF EXHIBIT SPACE
Exhibitor will abide by all rules and regulations promulgated, from time to time, by Organizer or the Exhibition Facility. Exhibitor shall not sell or exchange goods or money or serve any food or beverage items on the Exhibition floor without Organizer’s prior written consent. Exhibitor and its employees, agents and representatives shall not display or offer products, literature or presentations containing nudity, sexually explicit or other offensive material deemed to be offensive in Organizer's sole judgment. Organizer reserves the right to remove Exhibitor, its products and any of its employees, agents or representatives which Organizer determines to be objectionable in Organizer's sole judgment, in addition to its other rights and remedies hereunder.
3. INSTALLATION & DISMANTLING
Exhibitor shall comply with all rules and regulations promulgated by Organizer or the Exhibition Facility applicable to the receiving, set up, display or removal of Exhibits. Exhibit and Exhibit Space requirements and move-in/move-out date schedules shall be set forth in the "Exhibitor Services Manual" and “Show Management Rules and Regulations Document” to be supplied by Organizer. Exhibits are to be kept intact until the Exhibition ends, as listed in the Exhibitor Services Manual and Show Management Rules and Regulations Document. Exhibitor will furnish Organizer with engineering certificates if requested by Organizer prior to or during the Exhibition. Failure to adhere to move-in / move-out schedules may result in forfeiture of the Exhibit Space, without refund of any Booth Package Fees.
4. SPACE EQUIPMENT & SERVICES
The Contract for the Exhibit Space will include a listing and description of the Exhibit in the show guide, general security services for the Exhibition and badges for all Exhibitor personnel. Even though such general security services are provided, Exhibitor shall be solely responsible for the protection of its property and its confidential and proprietary information, and for obtaining insurance with respect thereto. Space will be allocated on a first-come, first served basis. Organizer will make all reasonable efforts to make the Exhibit Space available in the location requested by Exhibitor but makes no guarantee that such location will be available. Similarly, any such assignment does not mean that similar space will be assigned for future Exhibitions. Organizer reserves the right to modify, reassign, move, add, alter, delete or close any Exhibit Space location at any time in its sole discretion. Should circumstances make it necessary, Organizer may reduce the size of the Exhibit Space, close or alter the location of any exits or entries, carry through any structural alterations or make any other changes it deems appropriate in its sole discretion.
5. LISTINGS AND PROMOTIONAL MATERIALS
Exhibitor grants to Organizer a 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 Exhibition and to use such names in Organizer promotional materials. Exhibitor shall provide electronic images of its logos to be used for this purpose in a mutually agreed format. Organizer shall not be liable for any errors or omissions in any show guide listings or descriptions. Organizer may also take photographs of Exhibitor’s booth space, exhibit and personnel during, before or after the open hours of the Exhibition and use such photographs for any Organizer promotional purpose.
6. EXHIBITOR EQUIPMENT AND SERVICES
Exhibitor is solely responsible and liable for its products and services. Exhibitor shall not bring any merchandise, equipment, packing containers or packing material into or out of the Exhibit Space during Exhibition hours or leave any such items in any aisle of the Exhibition Facility. Neither Organizer nor the Exhibition Facility accepts responsibility nor is a bailment created for merchandise or equipment delivered by or to Exhibitors at any time.
7. CONTRACTOR SERVICES INFORMATION
Certain firms will be designated to serve as official contractors to provide security, support and facilities services for the Exhibition (the "Official Contractors"). In some cases, Exhibitors will be required to use the Official Contractors. This will be explained in the Exhibitor Services Manual and Show Management Rules and Regulations Document. Organizer shall not be responsible or liable for the performance or any act, error or omission of any Official Contractor, or any other contractor retained by Exhibitor.
8. CHANGES TO EXHIBITION
If the Organizer changes the dates for the Exhibition (including shortening the Exhibition), relocates the Exhibition to another facility in the same city, or changes the name of the Exhibition, there will be no refunds of the Booth Package Fees or any Sponsorship Fees unless the start date of the Exhibition is moved more than thirty (30) days earlier or thirty (30) days later than the originally scheduled start date. If the Organizer moves the Exhibition to another facility, it will do its best to allocate Exhibitor a comparable Exhibit Space, but if a comparable Exhibit Space is not available, Organizer shall be entitled to assign another space in its sole discretion. In the event of any changes to the Exhibition pursuant to this paragraph, the Contract, including these Terms and Conditions, will apply to the changed Exhibition. The Exhibitor will not have the right to withdraw from the Exhibition solely due to changes of the nature described in this paragraph.
9. CANCELLATION OF EXHIBITION
Organizer may cancel, postpone or shorten all or any part of the Exhibition or reduce the amount of space allocated to the Exhibition for any reason in its sole discretion and for acts beyond its reasonable control, which acts may include but are not limited to fire, strike, earthquake, damage, construction or renovation to the Exhibition Facility, government regulation, public catastrophe, national or regional emergency, pandemic, epidemic or acts of God. If the Exhibition is canceled in its entirety, this contract shall automatically terminate, and Organizer shall refund to Exhibitor all Booth Package Fees in full satisfaction of all liabilities of Organizer to Exhibitor. Refunds shall not be made for partial cancellations, postponement or reductions in the size, length or scope of the Exhibition. Any Exhibitor who cancels this contract prior to any full cancellation of the Exhibition by the Organizer shall not be entitled to any refunds paid pursuant to this section.
10. TERMINATION OF AGREEMENT
Organizer reserves the right to terminate this contract immediately by written notice if Exhibitor breaches any of the terms and conditions set forth herein or in the Exhibitor Services Manual and Show Management Rules and Regulations Document, including but not limited to failure to make any payment when due under the terms of this contract. The terms and conditions of Section 11 shall govern if this contract is terminated under this Section 10.
11. CANCELLATION BY EXHIBITOR
If Exhibitor desires to cancel this contract and withdraw from the Exhibition, Exhibitor may only do so by giving notice thereof via email sent to the Organizer at email@example.com with evidence of receipt from firstname.lastname@example.org. In such case, Exhibitor will continue to be liable for fees in accordance with the Cancellation Policy on Page 1 of the Contract for Exhibit Space 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 exhibitors necessitated by the cancellation). This amount is considered to be liquidated and agreed-upon damages, for the injuries the Organizer will suffer as a result of Exhibitor’s cancellation, and not a penalty. The parties understand that the withdrawal of the space reserved from availability at a time when other parties would no longer be interested in applying for it will cause the Organizer to sustain damages. In this situation, the Organizer’s damages will be substantial, but they will not be capable of determination with mathematical precision. Therefore, the provisions for liquidated and agreed-upon damages have been incorporated into this contract as a valid pre-estimate of these damages. The date of cancellation shall be the date the Organizer receives the written notice.
12. INDEMNITY; INSURANCE
Exhibitor expressly assumes all risks associated with, resulting from, or arising in connection with Exhibitor’s participation in or presence at the Exhibition. Exhibitor hereby releases Organizer, the Exhibition Facility, and each of their respective officers, directors, employees, agents, contractors, representatives, affiliates and assigns (collectively, the "Indemnified Parties"), from any claims for damage, loss, harm or injury to the person, property or business of Exhibitor or any of its visitors, officers, directors, agents, employees or representatives. Exhibitor shall indemnify, defend and hold harmless the Indemnified Parties from all claims, demands, suits, liability, damages, losses, costs, fees (including attorneys’ fees) and expenses that result or arise from (i) injury to the person, property or business of any person in connection with the Exhibit; (ii) Exhibitor’s participation or presence at the Exhibition and/or use of any of the Exhibition facilities; (iii) Exhibitor’s actual or alleged infringement of the patent, trademark, copyright, or any other intellectual property rights of a third party; or (iv) any breach by Exhibitor of any agreements, covenants promises or other obligations under this contract. Exhibitor shall be solely responsible and liable for the security of its products and equipment and its confidential and proprietary information, including any subrogation claims by its insurer. Exhibitor shall maintain adequate property and liability insurance coverage, including but not limited to insurance coverage specified by Organizer in the Exhibitor Services Manual and Show Management Rules and Regulations Document, and shall provide Organizer with insurance certificates upon request. All such insurance policies shall name Organizer and the Exhibition Facility as additional insureds.
13. LIMITATION OF LIABILITY
In no event shall Organizer or the Exhibition Facility or any of their officers, directors, employees, agents, contractors, representatives, affiliates or assignees be liable for lost profits or other incidental, special, indirect, punitive or consequential damages whatsoever, whether or not apprised of the likelihood of such lost profits or damages. In no event shall Organizer’s total liability arising out of or related to this contract, whether arising out of or related to breach of contract, tort (including negligence) or otherwise exceed the Booth Package Fees actually paid by Exhibitor to Organizer and not refunded.
14. WARRANTY DISCLAIMER
Organizer makes no representations or warranties of any kind, express or implied, regarding the Exhibition, the number, quality or character of persons who will attend the Exhibition, the Exhibitor Services Manual and Show Management Rules and Regulations Document or any other materials provided by Organizer. ORGANIZER EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
15. OBSERVANCE OF LAWS
Exhibitor shall abide by and observe all federal, state and local laws, rules, regulations and ordinances applicable to the Exhibition and the Exhibition Facility, including all rules of the Exhibition Facility, the Official Contractors and labor unions. The Exhibit shall be constructed to comply with the Americans with Disabilities Act. Exhibitor shall not discriminate against any person on the basis of age, sex, race, color, creed, national origin, sexual orientation, disability or in any other manner in connection with or related to the Exhibition or the use of the Exhibition Facility.
16. USE OF ORGANIZER-SUPPLIED MATERIALS
Any materials, which may be in any media, including but not limited to paper, photographic, electronic or other types of media, that are distributed to Exhibitor related to the planning or execution of the Exhibition, including but not limited to the Exhibitor Services Manual and Show Management Rules and Regulations Document, are owned exclusively by Organizer. Organizer grants to Exhibitor a nontransferable, non-exclusive license to use such materials solely in connection with Exhibitor’s participation in the Exhibition. If Exhibitor ceases to be an Exhibitor at the Exhibition, and in any event upon termination of this contract, Exhibitor shall promptly return to Organizer or destroy all such materials and all copies thereof. Exhibitor may use the Exhibition logos as set forth in Exhibit A of the Show Management Rules and Regulations prior to the Exhibition and for sixty (60) days after the Exhibition for follow-up social media or other website activities related to advertising the Exhibition. Exhibitor may not reproduce the PCB West logo or Organizer's logo, name, marks, or other insignia on other items, documents or advertising materials, without Organizer's prior written consent.
17. TAXES & LICENSES
Exhibitor shall be responsible for obtaining any licenses, permits or approvals under federal, state or local law applicable to its activity at the Exhibition. Exhibitor shall be responsible for obtaining any tax identification numbers and paying all taxes, license fees or other charges that shall become due to any governmental authority in connection with its activities at the Exhibition.
18. BROADCASTS; COPYRIGHTED MATERIAL
Exhibitor acknowledges that the Exhibition 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 Exhibition. Exhibitor 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.
Exhibitor will make no visual or audio recording or transmission of the Exhibition without Organizer’s prior written consent. Exhibitor shall not broadcast, perform, publish or distribute any copyrighted material at the Exhibit unless it has obtained all necessary licenses and paid all required royalties or other payments.
Organizer may assign this contract to an affiliate at any time. Exhibitor shall not assign this contract or sell, transfer, assign, sublicense, sublet or share to a third party all or any portion of its Exhibit Space without Organizer’s prior written consent. In the event of a merger of two or more Exhibitors, Organizer will use reasonable efforts to consolidate the space contracted by the Exhibitors into one location equal to the aggregate of the space originally purchased by Exhibitors when they were independent. However, in the event that it is not possible, the Exhibitor that survives the merger shall be liable for Exhibit Space at each of the locations originally contracted for by each of the merged companies.
20. GOVERNING LAW AND JURISDICTION
This contract and all rights and obligations of the parties relating hereto shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any conflicts of laws rules that would cause the application of the laws of any other jurisdiction. The parties agree that any claim arising out of or relating to this Agreement shall be brought in the state and federal courts serving Cherokee County, Georgia. Additionally, the parties consent to the personal jurisdiction of such courts, and hereby waive any objection to jurisdiction or venue, and any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts. In the event of any litigation related to this Agreement, Organizer shall, if it is the prevailing party, be entitled to recover all reasonable attorneys' fees and costs of litigation, in addition to all other remedies available to it at law or in equity.
21. EXHIBITOR NETWORKING EVENTS
All meeting rooms, hospitality suites and off-site networking events [scheduled for any time during the week of PCB West; Monday – Friday] MUST BE APPROVED in advance through Organizer's employee(s) designated to manage the show (“Show Management”). Exhibitors who desire to conduct off-site or on-site networking events may not hold such events during official program hours without the written consent of Organizer's Show Management. Violators of this rule may be subjected to strict penalties, including but not limited to removal from show floor and liability for estimated damages suffered by PCB West as a result from such activity. Functions that will require approval include, but are not limited to: luncheons, breakfasts, hospitality suites, social events, parties, large meetings, technical sessions or any event that takes place during official program hours.
22. AGREEMENT TO TERMS, CONDITIONS & RULES
Exhibitor shall observe and abide by the foregoing terms and conditions and by such additional terms, conditions and rules made by Organizer from time to time, including those set forth in Exhibitor Services Manual and Show Management Rules and Regulations Document. In the event of a conflict between the Exhibitor Services Manual or Show Management Rules and Regulations document and these Terms and Conditions, the document conflicting with these Terms and Conditions, either the Exhibitor Services Manual or the Show Management Rules and Regulations Document, shall govern and control. In the event of a conflict between the Exhibitor Services Manual and the Show Management Rules and Regulations, the Show Management Rules and Regulations shall govern and control. This contract, including but not limited to these Terms and Conditions, as well as the Exhibitor Services Manual and the Show Management Rules and Regulations Document, form the entire agreement between Exhibitor and Organizer concerning the subject matter hereof. Any amendment to this contract must be in writing signed by the party against whom such amendment is sought to be enforced. The rights of Organizer under this contract shall not be deemed waived except as specifically stated in writing and signed by an officer of Organizer. If any term of this contract is declared invalid or unenforceable, the remainder of the contract shall continue in full force and effect. This contract shall be binding upon the heirs, successors and permitted assigns of Exhibitor. If there is a dispute about the language of this Agreement, the fact that one party drafted the Agreement shall not be used in its interpretation. Failure by any party hereto to enforce any of the provisions of this Agreement shall not constitute a waiver of that or any other provision contained herein. The waiver by any party of any breach of this Agreement shall not act as a waiver of any other or subsequent breach, and no such waiver shall be implied.