Carefully read the Rules & Regulations for exhibiting at Subsea Survey 2008 below. Complete and sign the Registration form.
1. Definitions
The term "Event" means Subsea Survey 2008, scheduled to be held on June 24-26 2008, at the Galveston Island Convention Center. The Event is owned and organized by Technology Systems Corporation (TSC). As used hereinafter, the term "Organizer" means, collectively, TSC, and each of its/their respective officers, directors, share-holders, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. The term "Exhibitor" means, collectively, (i) the company or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by Organizer in the manner stated below and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives and/or invitees, as applicable. All matters and questions not covered by the General Information, Rules and Regulations are subject to the decision of the Organizer. The General Information, Rules and Regulations may be amended or supplemented at anytime by the Organizer, and all such amendments or additions shall, upon reasonable notice, be as equally binding on all parties affected as the original General Information, Rules and Regulations.
2. Contract Acceptance
The contract shall become binding and effective only when it has been signed by Exhibitor and accepted by Organizer in conjunction with appropriate funds.
3. 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, act of God or otherwise. Exhibitor has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. 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 releases all of them from, and covenants not to sue any of them with respect to, any and all risks, losses, damages and liabilities described in this paragraph.
4. Indemnification
Exhibitor shall on a current basis indemnify, defend (with legal counsel satisfactory to TSC and/or its agents), 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: (a)Exhibitors’ participation or presence at the Event, (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under this contract; (c) any matter for which Exhibitor is otherwise responsible under the terms of this contract; (d) any violation or infringement)(or claim of violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trade-mark, trade secret or other proprietary right;(e) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor; (f) harm or injury(including death) to Exhibitor; and (g) loss of or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise.
5. 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 their acts or omissions, whether or not apprised of the possibility of any such lost profits or damages. In no event shall Organizer’s maximum liability under any circumstance exceed the amount actually paid to Organizer by Exhibitor for exhibit space rental pursuant to this contract. The Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.
6. Qualifications of Exhibitor
Organizer, in its sole discretion, determines whether a prospective exhibitor is eligible to participate in the Event. Eligibility is generally limited to persons or firms who supply subsea survey technology products and services. Applicants who have not previously exhibited at the Event may be required to submit a description of the nature of their business and the items to be exhibited. Organizer reserves the right to restrict or remove any exhibit which Organizer, in its sole discretion, believes is objectionable or inappropriate.
7. Assignment of Space
Space will be assigned on a first-come, first-served basis. Exhibit space shall be assigned by Organizer 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. Organizer reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event if Organizer in its sole discretion determines that to do so is in the best interest of the Event.
8. Cancellation by Exhibitor
If Exhibitor desires to cancel this agreement, Exhibitor may only do so by giving notice thereof in writing sent to Organizer with evidence of receipt. In such case, Exhibitor will continue to be liable for 100% of the total exhibit fee unless the written notice of cancellation is received by Organizer 60 days or more prior to the first move-in day of the Event. If written notice of cancellation is received 60 days or more prior to the first move-in day of the Event, Exhibitor will be liable for 50% of the total exhibit fee. No refunds or rebates are available for cancellations less than 60 days prior to first move-in day. Because these dates are related to the Event date and not to the date of this agreement, these dates shall apply regardless of the date on which this agreement is executed. 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. This provision for liquidated and agreed upon damages is a bona fide provision and not a penalty. The parties understand that the withdrawal of the space reserved from availability at a time when other parties would 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 Agreement as a valid pre-estimate of these damages. The date of cancellation shall be the date the Organizer receives the notice. Organizer reserves the right to treat an Exhibitor’s downsizing of booth space as cancellation of the original space and purchase of new booth space. An Exhibitor may be required to move to a new location if it requests a downsizing of space.
9. Cancellation by Organizer
If Exhibitor fails to make a payment required by this contract in a timely manner, Organizer may terminate this contract (and Exhibitor’s participation in the Event) without further notice and without obligation to refund monies previously paid. Organizer reserves the right to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to Organizer. Organizer is expressly authorized (but has no obligation) 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. Organizer may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under this contract, without any obligation on Organizer’s part to refund any payments previously made and without releasing Exhibitor from any liability arising as result of or in connection with such breach. If Organizer removes or restricts an exhibit, which Organizer considers to be objectionable or inappropriate, no refund will be due to Exhibitor.
10. Cancellation of the Event
If the Show Organizer cancels the Event due to circumstances beyond the reasonable control of the Organizer (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility), the Event shall refund to each Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of all liabilities of Organizer to Exhibitor. The Show Organizer reserves the right to cancel, rename or relocate the Event or change the dates on which it is held. If the Organizer 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 30 days earlier or 30 days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Exhibitor, but Organizer shall assign to Exhibitor, in lieu of the original space, such other space as Organizer deems appropriate and Exhibitor agrees to use such space under the terms of this contract. If the Organizer elects to cancel the Event other than for a reason previously described in this paragraph, Organizer shall refund to each Exhibitor its entire exhibit space rental payment previously paid, in full satisfaction of all liabilities of Organizer to Exhibitor.
11. Exhibit Space Occupancy and Exhibitor Staff Registration
Hours and dates for installing, occupying and dismantling exhibits shall be those specified by Organizer. If Exhibitor fails to install its display in its assigned space by 9:00 a.m. on Tuesday, June 24, or leaves its space unattended during the Exhibit hours, Organizer 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 Organizer. All exhibiting company attendees are required to register. Each 8 x 10 booth space includes (1) one full conference registration and 2 exhibits only personnel registrations. Exhibiting company attendees registering for the event over and above the allowed with the booth space shall pay the fees noted at the registration form (page) at a 30% discount.
12. Listings and Promotional Materials
By exhibiting at the Event, Exhibitor grants to the 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 Event and to use such names in promotional materials. The Organizer 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. The Organizer may also take photographs of Exhibitor’s booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any promotional purpose.
13. Exhibit Design and Inclusions
Standard 8’x 10’ in-line booths will be provided back drape and side rails which must be utilized. No exhibit construction, product, or sign may exceed 8’ in overall height on in-line booths. If side walls are utilized on inline booths, a maximum height of 8’ is permitted on the back5’ section and a maximum height of 4’ is permitted on the front 5’ section. Exhibit construction and/or signage may not exceed 12’ in overall height on perimeter booths. On island booths, no exhibit construction, product or sign may exceed 16’ in overall height. Exhibitors are permitted to use the entire span of an island booth for display construction, signage and product, as long as no component exceeds 16’ in height. Exhibits to be erected as islands or free form must be professional in nature and erected in such a way as to not be objectionable to neighboring exhibitors or the Organizer. All exhibits and personnel must remain within the confines of their purchased space. Specific exhibit guidelines will be detailed in the Exhibitor Service Manual. Exhibitor may apply for a waiver, with design details of such request attached and sent to Organizer prior to Event. Such waiver must be approved by Organizer prior to Event.
14. 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 order forms, registration, shipping and drayage, utilities and building services, exhibitor display rules, and move-in ,move-out schedules.
15. Taxes and Licenses
Exhibitor shall be solely responsible for obtaining any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event. Exhibitor shall be solely responsible for obtaining 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. Exhibitor will not permit the delivery of merchandise at the Event Facility without the express permission of Organizer.
16. Insurance
Exhibitor shall, at its own expense, secure and maintain through the term of this contract, including move-in and move-out days, the insurance listed below. All such insurance shall be primary of any other valid and collectible insurance of Exhibitor and shall be written on an occurrence basis. Claims made policies are not acceptable and do not constitute compliance with Exhibitor’s obligations under this paragraph.(A) Workers’ Compensation insurance;(B) Comprehensive General Liability insurance with limits not less than $1,000,000 each occurrence,$2,000,000 aggregate, combined single limit for bodily injury and property damage, including coverage for personal injury, contractual, and operation of mobile equipment, products and liquor liability (if applicable);(C) Automobile Liability insurance with limits not less than $500,000 each occurrence combined single limit for bodily injury and property damage, including coverage for owned, non-owned and hired vehicles, including loading and unloading operators. Comprehensive General Liability and Automobile Liability insurance policies shall name as additional insured TSC and/or its agents and each of its subsidiaries. If requested, copies of additional insured endorsements, primary coverage endorsements and complete copies of policies, satisfactory to the Organizer, shall be furnished to Organizer sixty (60) days before the first day of the Event. Certified copies of the Certificates of Insurance or policies shall provide that they may not be canceled without 30 days’ advance written notice to Organizer.
17. 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.
18. Installations and Dismantling
Exhibitors have move-in and move-out times as indicated in the Exhibitor Service Manual. Failure to remove an exhibit in the allowed time will afford the Organizer the right to remove and place same in a warehouse, subject to the Exhibitor’s disposition, with all charges to follow at no liability to the Organizer. All exhibits must remain intact until the Exposition is officially closed.
19. Refreshments, Gifts & Contests, etc.
The Organizer reserves the right to prohibit, limit or discontinue the distribution of gifts, give-always, or similar promotions. Contests, raffles and drawings, if permitted under state or local laws, will be subject to the written approval of the Organizer. There will be no announcement of Exhibitor’s contests, drawings or raffle winners during the Exposition.
20. 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 any union labor work rules). Without limiting the foregoing, Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act.
21. Additional Terms and Conditions
The Organizer 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, the Organizer in its sole judgment may refuse to consider for participation in future Events an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment to this contract must be in writing and signed by an authorized representative of Organizer. Exhibitor may not assign this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space.
22. Exhibitor Service Manual
The Exhibitor Service Manual can be downloaded from the Subsea Survey 2008 website under the Exhibitor Service Company. It will include information integral to participation at the Event, including but not limited to: additional exhibitor rules and regulations, official contract or order forms, registration, shipping and drayage, utilities and building services, exhibitor display rules, and move-in, move-out schedules.
23. Incorporation of Rules & 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 the Organizer in its sole discretion. The Organizer may adopt rules or regulations from time to time, governing such matters and may amend or revoke them at any, upon reasonable notice to Exhibitor. Any such rules and regulations (whether or not included in an Exhibitor Service Manual or similar document) are an integral part of this contract and are incorporated herein by reference. Exhibitor shall observe and abide by additional regulations made by the Organizer as soon as these additional rules or regulations are communicated to Exhibitor. This contract (including the Exhibitor Service Manual and any additional rules or regulations adopted by the Organizer from time to time) states the entire agreement of the parties with respect to the subject matter hereof.
24. Governing Law
This contract is governed by the laws of the State of Florida as applied to contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located in the State of Florida shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contractor the breach of any provision of this contract. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Stuart, Florida.
25. Hospitality Suites and Non-venue Activities
By executing this contract, Exhibitor agrees that its entire exhibit and display will be confined to the exhibit hall and the booth space purchased and assigned. This prohibits Exhibitor from displaying products/services and/or advertising material in areas outside its booth space such as, but not limited to, parking lots and hotel lobbies. This would include sales closing areas and unauthorized facility tours. The use of established billboards for advertising is acceptable. Exhibitor also agrees not to operate a hospitality suite or other function during hours in which the Exposition is open or when any TSC educational session or social function is being held.
The Organizer expressively forbids NON-EXHIBITING companies to host hospitality rooms or any non-venue activity at the time of the Subsea Survey 2008 event. Requests for hospitality suites must be made in writing to the Organizer.
26. Toxic Materials
Toxic materials may not be sprayed or applied in any manner which would emit vapors into the air and/or cause potential harm to Attendees or other Exhibitors. Any chemical products which an Exhibitor wishes to demonstrate in any manner will be subject to review by Organizer. An Exhibitor may be required to sign a liability release form and certify that a product is non-toxic and/or application method is safe in an exposition environment. If, in Organizer’s opinion, the product or demonstration method does not appear to be safe, the Organizer reserves the right to prohibit any demonstration activity.
27. Children in the Exhibit Hall
Children under the age of 18 are specifically prohibited from being on the exposition floor during move-in and move-out hours. Children under the age of 16 are prohibited from being on the exposition floor at any time.
28. Video taping & Photography
Exhibitors are prohibited from videotaping or photographing other exhibitors’ booths, or events or activities, other than those occurring entirely within the exhibitors’ own booth space.
29. General
All matter and questions not covered by the Exhibit Rules & Regulations are subject to the decision of the Organizer. The Organizer may amend these regulations at any time, and all amendments that are made shall be equally binding on all parties affected by them, as are the original regulations. In the event of any amendment or additions to these regulations, written notice will be given by the Organizer to such exhibitors as may be affected. |