1. Defined Terms
The “Event” referenced within this disclaimer is Quest-Con, currently scheduled to be held on October 20-22, 2017 at the Arthur R. Outlaw Convention Center, Mobile, AL (“Event Facility”). The Event is owned, produced, and managed by Quest-Con, Inc. (“Quest-Con”). The term “Vendor” means, collectively, the company, business entity, or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by Quest-Con, and 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 upon purchase of event booth/table/space by purchaser.
3. Assumption of Risks; Release
Vendor expressly assumes all risks associated with, resulting from, or arising in connection with Vendor’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to persons, property, business, or profits of Vendor, whether caused by negligence, intentional act, accident, act of God, or otherwise. Vendor has sole responsibility for its property or any theft, damage, or other loss to such property. Neither Quest-Con nor the Event Facility accepts responsibility for property delivered by or to Vendor. Neither Quest-Con nor the Event Facility shall be liable for any claims, in law, equity, or otherwise, arising out of Vendor’s participation and/or presence in the Event. Vendor acknowledges that it is assuming any risk of unknown facts and claims that may have materially affected its decision to enter into this contract.
4. Indemnification
Vendor shall indemnify, defend (with, if necessary, legal counsel satisfactory to Quest-Con in its sole discretion), and hold Quest-Con and the Event Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys’ fees and expenses, which result in connection with (a) Vendor’s participation or presence at the Event; (b) any breach by Vendor of any agreements or other obligations under this contract; (c) any matter for which Vendor is responsible under the terms of this contract; (d) any violation or infringement (or claim thereof) of any law or ordinance or the rights of any party under patent, copyright, trademark, or other proprietary right; (e) any libel, slander, defamation, or similar claims resulting from Vendor’s actions; (f) harm or injury to Vendor; and (g) loss or damage to property, business, or profits of Vendor, regardless of cause.
5. Limitation of Liability
Under no circumstances shall Quest-Con or the Event Facility be liable for any lost profits or any incidental, special, indirect, punitive, or consequential damages whatsoever for any acts or omissions, whether or not appraised of the possibility of any such lost profits or damages. In no event shall Quest-Con’s maximum liability under any circumstances exceed the amount actually paid to Quest-Con by Vendor for exhibit space rental pursuant to this contract. Quest-Con makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event, profit or sales for Vendor at the Event, or regarding any other matters.
6. Qualifications of Vendor
Quest-Con, in its sole
discretion, shall have the right to determine whether a prospective vendor 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. Quest-Con reserves the right to restrict or
remove any exhibit which Quest-Con, in its sole discretion, believes is
objectionable or inappropriate. No adult
materials (as defined in Quest-Con’s sole judgment) may be displayed or sold
without prior written permission of Quest-Con.
7. Assignment of Space
Exhibit space shall be
assigned by Quest-Con in its sole discretion for the Event and its assigned
dates only. Any such assignment does not
imply that similar space will be assigned for future Quest-Con events. Quest-Con reserves the right to move Vendor
to another booth location prior to or during the Event if Quest-Con in its sole
discretion determines that to do so in the best interest of the Event.
8. Cancellation by Vendor
Generally, partial cancellation of booth space is not permitted, and any partial cancellation must have the prior written consent of Quest-Con, which consent shall be in Quest-Con’s absolute discretion. Vendors who cancel exhibit space more than 90 days prior to the opening day of the Event shall be refunded total due, less $50.00. Vendors who cancel exhibit space fewer than 90 days prior to the Event but more than 60 days prior to the Event will pay a cancellation fee of 50% of total due. There will be no refunds for cancellations made fewer than 60 days prior to the opening day of the Event, October 20, 2017. Vendor payment will be still be required in full if Vendor does not cancel within or before 90 days prior to the Event, regardless of Vendor attendance at the Event.
9. Cancellation by Quest-Con
If Vendor fails to make a payment required by this contract in a timely manner, Quest-Con may terminate this contract (and Vendor’s participation in the Event) immediately, without further notice and without obligation to repay monies previously paid. Quest-Con reserves the right in its discretion to refuse Vendor permission to move in and set up an exhibit if Vendor is in arrears of any payment due to Quest-Con. Quest-Con is expressly authorized (but has no obligation, express 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 Vendor from any liability hereunder. Quest-Con may also terminate this contract effective upon written notice of termination if Vendor breaches any of its obligations under this contract without any obligation, express or implied, on Quest-Con’s part to refund any payments previously made and without releasing Vendor from any liability arising as a result of or in connection with such a breach. If Quest-Con removes or restricts an exhibit which Quest-Con considers to be objectionable or inappropriate, no refund will be due Vendor.
10. Cancellation of the Event
If Quest-Con cancels the Event due to circumstances beyond the reasonable control of Quest-Con (such as acts of God, acts of war, governmental emergency, or unavailability of the Event Facility), Quest-Con shall refund to each Vendor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of Quest-Con’s liabilities to the Vendor. Quest-Con reserves the right to cancel, rename, or relocate the Event or change the dates on which it is held. If Quest-Con changes the name of the Event, relocates the Event to another event facility within the same city or changes the dates of the Event to dates that are not more than thirty (30) days earlier or later than the dates on which the Event was originally scheduled to be held, no refund will be due Vendor, provided, however, Quest-Con shall assign use of such space to Vendor pursuant to the terms of this contract. If Quest-Con elects to cancel the Event other than for reasons previously enumerated in this paragraph, Quest-Con shall refund to each Vendor its entire exhibit space rental payment previously paid in full satisfaction of any and all liabilities on the part of Quest-Con to Vendor.
11. Exhibit Space Occupancy
Hours and dates for installing, occupying, and dismantling exhibits shall be those expressly specified by Quest-Con. If Vendor fails to install its display in its assigned space by one hour prior to show opening, or leaves its space unattended during the Event hours, Quest-Con shall have the right to take possession of the space and no refund will be due Vendor. All exhibits must be open for business during the Event hours. Vendor may not dismantle the display until the Event is officially closed by Quest-Con. Vendors may not assign their display space to third parties without prior written approval from Quest-Con.
12. Listings and Promotional Materials
By Vendor’s participation in the Event, Vendor expressly grants to Quest-Con a fully paid, perpetual non-exclusive license to use, display, and reproduce the name, trade names, and product names of Vendor in any directory (print, electronic, or other media) listing the exhibiting companies at the Event and to use such names in Quest-Con promotional materials. Quest-Con shall not be held liable for any errors in any listing or descriptions or for omitting any Vendor from the directory or other lists of materials. Vendor agrees that Quest-Con may also take photographs of Vendor’s booth space, exhibit, and personnel during, before, or after the open hours of the Event and use such photographs for any Quest-Con promotional material.
13. Care of Event Facility
Vendor shall promptly pay for any and all damages to the Event Facility or associated facilities, booth equipment, or the property of others caused by the Vendor and/or their representative(s) and/or staff.
14. Copyrighted Materials
Vendor 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.
15. Observance of Laws
Vendor shall abide by
and observe all federal, state, and local laws, codes, ordinances, rules and
regulations, and all rules and regulations of the Event Facility. Vendor shall also construct its exhibits to
comply with the Americans with Disabilities Act.
16. 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 Quest-Con in its sole discretion. Quest-Con 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 Vendor. Any such rules and regulations 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 were set fully forth herein. Vendor shall observe and abide by additional regulations made by Quest-Con as soon as these additional rules or regulations have been communicated to Vendor.
17. Governing Law
This contract is governed by the laws of the State of Alabama as applied to contracts entered into and entirely performed within said state. Vendor agrees that the courts located in the State of Alabama shall constitute the exclusive forum for the resolution of any and all disputes related to this contract or the breach of any provision of this contract. Vendor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Mobile, Alabama.
18. Character of Displays; Use of Aisles and Common Areas
Vendor shall display
products or services in a tasteful manner as determined in Quest-Con’s sole
discretion. The aisles, passageways, and
overhead spaces remain strictly under the control of Quest-Con and no signs, decorations,
banners, advertising material, or special exhibits will be permitted in any of
these spaces except by written permission of Quest-Con. Any and all advertising distribution must be
made from Vendor only within its booth.
Equipment must be arranged so that Event visitors do not stand in the
aisles while examining equipment or merchandise, or watching
demonstrations. Strolling entertainment
or moving advertisements outside of a Vendor’s exhibit space is prohibited
unless given express written permission by Quest-Con.
19. 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 the exhibit booth. Vendor is specifically prohibited from employing any kind of carnival-type attraction, animal or human, or from operating such noise-creating devices as bells, horns, or megaphones. Vendor shall comply with any request from Quest-Con to quiet or discontinue any such sound or music.
20. Fire and Safety Laws
Federal, state, and city laws must be strictly observed. Please contact Event Facility and/or Quest-Con for details.
21. Rights of Offset; Enforcement
In the event Vendor is indebted to Quest-Con, whether or not such indebtedness arises from this or any other agreement, Quest-Con shall have the right in its discretion to apply any refunds of exhibit booth fees properly due Vendor to such other indebtedness in the event legal action is filed by Quest-Con 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.
22. Additional Terms
Vendor is responsible for all persons and/or property within the rented exhibit space. Quest-Con shall not be held liable for any loss or lack of sales of merchandise, or damage to or loss of merchandise, merchant displays, and/or personal property. Quest-Con is not responsible for providing display materials, loading or unloading of display or merchandise items, or safe storage of merchandise or monies. Vendor is responsible for adequately staffing rented exhibit space during Event hours of operation; Quest-Con staff and volunteers are not permitted to tend or monitor exhibit space in place of Vendor staff, nor may Quest-Con staff and volunteers advertise or make sales on behalf of Vendor. Quest-Con has sole control over attendance policies. Except as provided to the contrary in this contract, all monies paid by Vendor shall be deemed fully earned and non-refundable at the time of payment. Vendor and its representatives shall conduct themselves 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, Quest-Con in its sole judgment may refuse to consider for participation in future Quest-Con events any Vendor 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 made in writing and signed by an authorized representative of Quest-Con. Vendor may not assign this contract or any right here under nor may Vendor sublet or license all or any portion of its exhibit space without the prior written consent of Quest-Con, which consent shall be in Quest-Con’s sole discretion.
23. Quest-Con 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 are hereby fully incorporated herein by reference and shall have the full force and effect as if such terms and conditions were fully and expressly set forth herein. You hereby agree that all information containing terms and conditions provided to you by Quest-Con shall be deemed fully read and understood by you and that you shall be bound by the all the terms and conditions contained herein and therein.
