http://www.hvcomiccon.com/

GENERAL TERMS AND CONDITIONS FOR HV COMIC CON 2017

1. Defined Terms: The term "Event" means Hudson Valley Comic Con, currently scheduled to be held on

May 6th & 7th 2017 ("Event Dates") at Gold’s Gym Event Area approx. 45,000+ SF ("Exhibit Facility"). The

Event is owned, produced and managed by Hudson Valley Comic Con Partnership ("HVCCP"). As used

hereinafter, the term "Organizer" means, collectively, HVCCP, and each of its/their respective officers,

directors, agents, affiliates, representatives, employees and assigns, unless the context requires

otherwise. The term "Exhibitor" means, collectively (I) the company, any other business entity, or

person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by

HVCCP in the manner stated below and (ii) each of its officers, directors, shareholders, employees,

contractors, agents, representatives, and/or invitees, as applicable.

2. Contract Acceptance: This contract shall become binding and effective only when it has been signed

on the facing page by Exhibitor and counter-signed on the facing page by a duly authorized

representative of HVCCP.

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 without limitation 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 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 the releases contained in this Section 3, it is assuming any risk of

such unknown facts and such unknown and unsuspected claims. Notwithstanding such provisions, this

release shall constitute a full release in accordance with its terms. Exhibitor knowingly and voluntarily

waives any rights, as well as any other statute, law or rule of similar effect.

4. Indemnification: Exhibitor shall on a current basis, indemnify, defend (with legal counsel satisfactory

to HVCCP in its sole discretion) 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 or 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; (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 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. Exhibitor shall not settle or compromise any claims against Organizer

without Organizer's prior written consent.

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 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 HVCCP 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.

6. Qualifications of Exhibitor: HVCCP, in its sole discretion, shall have the right to determine whether a

prospective exhibitor is eligible to participate in the Event. Applicants who have not previously exhibited

at a prior event similar to that of the Event may be required to submit a description of the nature of

their business and the items intended to be exhibited. HVCCP reserves the right to restrict or remove

any exhibit which HVCCP, in its sole discretion, believes is objectionable or inappropriate. No adult

materials (as defined pursuant to Poughkeepsie’s municipal code) may be displayed or sold without

prior written permission of HVCCP.

7. Assignment of Space Exhibit: space shall be assigned by HVCCP 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. HVCCP reserves the right to change the floor plan or to move an

Exhibitor to another booth location prior to or during the Event if HVCCP in its sole discretion

determines that to do so is in the best interest of the Event.

8. Cancellation by Exhibitor Cancellation: Generally, partial cancellation of booth space is not

permitted, any partial cancellation must have the prior written consent of HVCCP, which consent shall

be in HVCCP's absolute discretion. Exhibitors who cancel exhibit space more than 90 days prior to the

opening day of the Event, will be refunded total due, less $100.00. Exhibitors who cancel exhibit space

less than 90 days prior to the opening day of the Event, but more than 60 days prior to the opening day

of the Event, will pay a cancellation fee of 50% of total due. There will be no refunds for cancellations

made less than 60 days prior to the opening day of the Event. Exhibitor payment will be required.

9. Cancellation by HVCCP: If Exhibitor fails to make a payment required by this contract in a timely

manner, HVCCP may terminate this contract immediately (and Exhibitor's participation in the Event)

without further notice and without obligation to refund monies previously paid. HVCCP 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 HVCCP. HVCCP 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. HVCCP 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 HVCCP's 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. If HVCCP removes or restricts an

exhibit which HVCCP considers to be objectionable or inappropriate, no refund will be due Exhibitor.

10. Cancellation of the Event: If HVCCP cancels the Event due to circumstances beyond the reasonable

control of HVCCP (such as acts of God, acts of war, governmental emergency, labor strike or

unavailability of the Exhibit Facility) HVCCP 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. HVCCP reserves the right to cancel, re-name or re-locate the Event or change the

dates on which it is held. If HVCCP 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, HVCCP shall assign use of such space to

Exhibitor pursuant to the terms of this contract. If HVCCP elects to cancel the Event other than for

reasons previously described in this paragraph, HVCCP shall refund to each Exhibitor its entire exhibit

space rental payment previously paid, in full satisfaction of any and all liabilities on the part of the

Organizer to Exhibitor.

11. Exhibit Space: Occupancy Hours and dates for installing, occupying and dismantling exhibits shall be

those expressly specified by HVCCP. 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, HVCCP 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 HVCCP. Exhibitors may not assign their display space to third parties without prior written

approval from HVCCP.

12. Listings and Promotional Materials By Exhibitor's participation in the Event: Exhibitor expressly

grants to HVCCP 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 HVCCP promotional materials. HVCCP

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 HVCCP 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 HVCCP promotional purpose.

13. 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. There shall be no

vehicles allowed into the facility without express written consent from HVCCP. Any and all heavy

displays must have protection underneath to distribute weight. Gold’s Gym Event Area employs a heavy

turf material and needs to be protected against denting, ripping and bunching up. No tape or adhesives 

are permitted on the turf at all. All areas will be inspected after the show and any damage to the turf in 

exhibitor’s area will be the responsibility of the exhibitor assigned that area or space.

14. 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.

15. 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.

16. 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.

17. Additional Terms and Conditions: HVCCP 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, HVCCP 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 HVCCP. 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 HVCCP, which consent shall be in HVCCP's sole discretion.

18. Exhibitor Guide: Approximately One month from the Event, HVCCP will send an Exhibitor Guide to

the Primary Contact listed on the front of this agreement. The Exhibitor 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.

19. 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

HVCCP in its sole discretion. HVCCP 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 or not included in an Exhibitor 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 HVCCP as soon as these additional rules or regulations are communicated to

Exhibitor. This contract (including the Exhibitor Guide and any additional rules or regulations adopted by

HVCCP from time to time) states the entire agreement of the parties with respect to the subject matter

hereof.

20. Governing Law: this contract is governed by the laws of the State of New York as applied to

contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located

in the State of New York shall constitute the exclusive forum for the resolution of any and all disputes

arising out of, connected with or related to this contract or 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 Poughkeepsie, New York.

21. 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 HVCCP's sole discretion. The aisles,

passageways and overhead spaces remain strictly under control of HVCCP and no signs, decorations,

banners, advertising material or special exhibits will be permitted in any of these spaces except by

written permission of HVCCP. Uniformed attendants, models and other employees must remain within

the booths occupied by their employers. Any and all advertising distribution must be made from

Exhibitor only from within his or her booth. Equipment must be arranged so that show visitors do not

stand in the aisle while examining equipment or watching demonstrations. Strolling entertainment or

moving advertisements outside of an Exhibitor's exhibit space is prohibited.

22. Sound Advertisements: The use of devices for mechanical reproduction of sound or music is

permitted, but must be controlled. Sound of any kind must not be projected outside of the exhibit

booth. Exhibitors are specifically prohibited from employing any carnival-type attraction, animal or

human, or from operating such noise-creating devices as bells, horns or megaphones. HVCCP reserves

the right to determine sound interference with others and Exhibitor shall comply with any request by

HVCCP to discontinue any such sound or music.

23. Fire and Safety: Laws Federal, state and city Laws must be strictly observed. A full listing of these fire

and safety regulations will be found in the Exhibitor Guide.

24. Rights of Offset: Enforcement In the event Exhibitor is indebted to HVCCP, whether or not such

indebtedness arises from this or any other agreement, HVCCP shall have the right in its discretion, to

apply any refunds of exhibit booth fees properly due Exhibitor to such other indebtedness in the event

legal action is filed by HVCCP to enforce the terms and provisions of the agreement, the prevailing party

in such action shall be entitled to reimbursement of court costs and reasonable legal fees.

25. Adding Terms & Conditions: HVCCP will be providing to you from time to time additional materials

which will specify additional terms and conditions for your participation and/or presence at the Event.

Such additional terms and conditions (including without limitation those specified in the document

entitled "General Terms and Conditions") are hereby fully incorporated herein by reference and shall

have the full force and effect as if such terms and conditions are fully and expressly set forth herein. You

hereby agree that all information containing terms and conditions provided to you by HVCCP shall be

deemed fully read and understood by you and that you shall be bound by all the terms and conditions

contained herein and therein.

GENERAL TERMS AND CONDITIONS FOR HV COMIC CON 2017

1. Defined Terms: The term "Event" means Hudson Valley Comic Con, currently scheduled to be held on

May 6th & 7th 2017 ("Event Dates") at Gold’s Gym Event Area approx. 45,000+ SF ("Exhibit Facility"). The

Event is owned, produced and managed by Hudson Valley Comic Con Partnership ("HVCCP"). As used

hereinafter, the term "Organizer" means, collectively, HVCCP, and each of its/their respective officers,

directors, agents, affiliates, representatives, employees and assigns, unless the context requires

otherwise. The term "Exhibitor" means, collectively (I) the company, any other business entity, or

person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by

HVCCP in the manner stated below and (ii) each of its officers, directors, shareholders, employees,

contractors, agents, representatives, and/or invitees, as applicable.

2. Contract Acceptance: This contract shall become binding and effective only when it has been signed

on the facing page by Exhibitor and counter-signed on the facing page by a duly authorized

representative of HVCCP.

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 without limitation 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 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 the releases contained in this Section 3, it is assuming any risk of

such unknown facts and such unknown and unsuspected claims. Notwithstanding such provisions, this

release shall constitute a full release in accordance with its terms. Exhibitor knowingly and voluntarily

waives any rights, as well as any other statute, law or rule of similar effect.

4. Indemnification: Exhibitor shall on a current basis, indemnify, defend (with legal counsel satisfactory

to HVCCP in its sole discretion) 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 or 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; (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 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. Exhibitor shall not settle or compromise any claims against Organizer

without Organizer's prior written consent.

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 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 HVCCP 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.

6. Qualifications of Exhibitor: HVCCP, in its sole discretion, shall have the right to determine whether a

prospective exhibitor is eligible to participate in the Event. Applicants who have not previously exhibited

at a prior event similar to that of the Event may be required to submit a description of the nature of

their business and the items intended to be exhibited. HVCCP reserves the right to restrict or remove

any exhibit which HVCCP, in its sole discretion, believes is objectionable or inappropriate. No adult

materials (as defined pursuant to Poughkeepsie’s municipal code) may be displayed or sold without

prior written permission of HVCCP.

7. Assignment of Space Exhibit: space shall be assigned by HVCCP 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. HVCCP reserves the right to change the floor plan or to move an

Exhibitor to another booth location prior to or during the Event if HVCCP in its sole discretion

determines that to do so is in the best interest of the Event.

8. Cancellation by Exhibitor Cancellation: Generally, partial cancellation of booth space is not

permitted, any partial cancellation must have the prior written consent of HVCCP, which consent shall

be in HVCCP's absolute discretion. Exhibitors who cancel exhibit space more than 90 days prior to the

opening day of the Event, will be refunded total due, less $100.00. Exhibitors who cancel exhibit space

less than 90 days prior to the opening day of the Event, but more than 60 days prior to the opening day

of the Event, will pay a cancellation fee of 50% of total due. There will be no refunds for cancellations

made less than 60 days prior to the opening day of the Event. Exhibitor payment will be required.

9. Cancellation by HVCCP: If Exhibitor fails to make a payment required by this contract in a timely

manner, HVCCP may terminate this contract immediately (and Exhibitor's participation in the Event)

without further notice and without obligation to refund monies previously paid. HVCCP 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 HVCCP. HVCCP 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. HVCCP 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 HVCCP's 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. If HVCCP removes or restricts an

exhibit which HVCCP considers to be objectionable or inappropriate, no refund will be due Exhibitor.

10. Cancellation of the Event: If HVCCP cancels the Event due to circumstances beyond the reasonable

control of HVCCP (such as acts of God, acts of war, governmental emergency, labor strike or

unavailability of the Exhibit Facility) HVCCP 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. HVCCP reserves the right to cancel, re-name or re-locate the Event or change the

dates on which it is held. If HVCCP 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, HVCCP shall assign use of such space to

Exhibitor pursuant to the terms of this contract. If HVCCP elects to cancel the Event other than for

reasons previously described in this paragraph, HVCCP shall refund to each Exhibitor its entire exhibit

space rental payment previously paid, in full satisfaction of any and all liabilities on the part of the

Organizer to Exhibitor.

11. Exhibit Space: Occupancy Hours and dates for installing, occupying and dismantling exhibits shall be

those expressly specified by HVCCP. 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, HVCCP 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 HVCCP. Exhibitors may not assign their display space to third parties without prior written

approval from HVCCP.

12. Listings and Promotional Materials By Exhibitor's participation in the Event: Exhibitor expressly

grants to HVCCP 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 HVCCP promotional materials. HVCCP

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 HVCCP 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 HVCCP promotional purpose.

13. 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. There shall be no

vehicles allowed into the facility without express written consent from HVCCP. Any and all heavy

displays must have protection underneath to distribute weight. Gold’s Gym Event Area employs a heavy

turf material and needs to be protected against denting, ripping and bunching up. No tape or adhesives 

are permitted on the turf at all. All areas will be inspected after the show and any damage to the turf in 

exhibitor’s area will be the responsibility of the exhibitor assigned that area or space.

14. 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.

15. 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.

16. 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.

17. Additional Terms and Conditions: HVCCP 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, HVCCP 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 HVCCP. 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 HVCCP, which consent shall be in HVCCP's sole discretion.

18. Exhibitor Guide: Approximately One month from the Event, HVCCP will send an Exhibitor Guide to

the Primary Contact listed on the front of this agreement. The Exhibitor 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.

19. 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

HVCCP in its sole discretion. HVCCP 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 or not included in an Exhibitor 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 HVCCP as soon as these additional rules or regulations are communicated to

Exhibitor. This contract (including the Exhibitor Guide and any additional rules or regulations adopted by

HVCCP from time to time) states the entire agreement of the parties with respect to the subject matter

hereof.

20. Governing Law: this contract is governed by the laws of the State of New York as applied to

contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located

in the State of New York shall constitute the exclusive forum for the resolution of any and all disputes

arising out of, connected with or related to this contract or 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 Poughkeepsie, New York.

21. 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 HVCCP's sole discretion. The aisles,

passageways and overhead spaces remain strictly under control of HVCCP and no signs, decorations,

banners, advertising material or special exhibits will be permitted in any of these spaces except by

written permission of HVCCP. Uniformed attendants, models and other employees must remain within

the booths occupied by their employers. Any and all advertising distribution must be made from

Exhibitor only from within his or her booth. Equipment must be arranged so that show visitors do not

stand in the aisle while examining equipment or watching demonstrations. Strolling entertainment or

moving advertisements outside of an Exhibitor's exhibit space is prohibited.

22. Sound Advertisements: The use of devices for mechanical reproduction of sound or music is

permitted, but must be controlled. Sound of any kind must not be projected outside of the exhibit

booth. Exhibitors are specifically prohibited from employing any carnival-type attraction, animal or

human, or from operating such noise-creating devices as bells, horns or megaphones. HVCCP reserves

the right to determine sound interference with others and Exhibitor shall comply with any request by

HVCCP to discontinue any such sound or music.

23. Fire and Safety: Laws Federal, state and city Laws must be strictly observed. A full listing of these fire

and safety regulations will be found in the Exhibitor Guide.

24. Rights of Offset: Enforcement In the event Exhibitor is indebted to HVCCP, whether or not such

indebtedness arises from this or any other agreement, HVCCP shall have the right in its discretion, to

apply any refunds of exhibit booth fees properly due Exhibitor to such other indebtedness in the event

legal action is filed by HVCCP to enforce the terms and provisions of the agreement, the prevailing party

in such action shall be entitled to reimbursement of court costs and reasonable legal fees.

25. Adding Terms & Conditions: HVCCP will be providing to you from time to time additional materials

which will specify additional terms and conditions for your participation and/or presence at the Event.

Such additional terms and conditions (including without limitation those specified in the document

entitled "General Terms and Conditions") are hereby fully incorporated herein by reference and shall

have the full force and effect as if such terms and conditions are fully and expressly set forth herein. You

hereby agree that all information containing terms and conditions provided to you by HVCCP shall be

deemed fully read and understood by you and that you shall be bound by all the terms and conditions

contained herein and therein.