Terms and Conditions
1. EXHIBITOR COVENANTS
a) The Exhibitor agrees to (i) obey all laws, by-laws, ordinances and regulations governing use of the facility and operation of the Show, (ii) abide by the rules and regulations of the city, fire and police departments and of any other government or regulatory body having authority to regulate the facility and the Show, and (iii) obey all laws, including those pertaining to health and safety, consumer protection and protection of visitors to the Show.
b) The Exhibitor agrees to abide by all rules and regulations governing the Show established from time to time by Home for the Holidays Gift Market (“HFH”) including rules and regulations set forth by the Exhibitor.
c) The Exhibitor agrees to obtain, at its own expense, any licenses or permits which are required for the operation of its trade or business during the term of the Show and to pay all taxes, including all applicable sales taxes, of any nature or kind that may be levied against it as a result of the operation of its trade or business in its contracted space.
d) The playing, performing, reproduction, broadcasting or other use at the Show of any music, materials, devices, processes and dramatic rights (the “Work) that is the subject of any third party copyright, trademark, industrial design, patent or any other intellectual property right, by the Exhibitor or its agents, representatives or employees is prohibited without the express written consent of HFH. The Exhibitor agrees to indemnify and save harmless HFH and the facility (and their respective officers, directors, employees, insurers, agents, representatives and those for whom the Exhibitor is responsible in law) against any and all claims, losses, liabilities and damages (including legal fees and expenses) costs and charges arising from or as a result of any unauthorized use of any Work by the Exhibitor, its agents, representatives, employees and those for whom the Exhibitor is responsible in law.
e) The Exhibitor agrees to occupy the contracted exhibit space during Show hours and to sell, promote or advertise only the products and services described in this license agreement.
f) The exhibitor agrees to adhere to the payment schedule as noted or forfeit the opportunity to be included in the show guide listing and/or web-site listing.
2. HFH RIGHTS
a) HFH reserves the right, in its sole and unfettered discretion to: (i) determine the eligibility of Exhibitors and exhibits for the Show, (ii) reject or prohibit exhibits or Exhibitors which HFH considers objectionable, inappropriate, disruptive or offensive to HFH, other Exhibitors or Show attendees; (iii) change or modify the layout of the Show and/or relocate exhibits or Exhibitors; (iv) cancel, in whole or in part, the Show due to an event of force majeure; or (v) change the date, location and duration of the Show; without any liability to HFH.
b) HFH shall have the right to establish and amend or modify any regulations governing use of the facility and the Show.
3. ASSIGNMENT AND SUBLETTING
The Exhibitor shall not assign any rights or sublet space under this license agreement without the prior written permission of HFH, which permission may be withheld in HFH sole discretion.
The Exhibitor agrees to indemnify and hold harmless HFH and the facility, their respective officers, directors, agents, representatives and employees, against all claims, losses, liability, damages (including legal fees and expenses), costs and charges of every kind resulting from (i) its occupancy of the exhibit space and/or its environs, (ii) the use of equipment or devices furnished to or used by the Exhibitor or other persons in connection with the Show, and (iii) personal injuries, death, property damages or any other damage sustained by the Exhibitor, HFH, the facility, Show sponsors or a visitor to the Show and their respective directors, officers, agents, representatives and employees or those for whom the Exhibitor is responsible in law.
CANCELLATION AND TERMINATION
a) The Exhibitor shall have the right to cancel this license agreement by notice, in writing, to be delivered to HFH no later than ninety (90) days preceding the opening date of the Show in question and HFH will transfer booth fee to another show with availability. Should the exhibitor notify HFH less than ninety (90) days preceding the opening date of the Show in question; all deposits received for that Show by HFH up to the date of notice of cancellation are non-refundable and transferable only to the discretion of the promoter!
b) If the Exhibitor violates or breaches any other terms or conditions of this license agreement, including payment terms, all payments made by the Exhibitor and all amounts due to HFH shall be deemed earned by HFH and all deposits received shall be non-refundable and non-transferable. In the event of any violation or breach of the terms and conditions of this license agreement, including payment terms, HFH shall have the right to immediately occupy the space of the violating and/or breaching Exhibitor and utilize it in any manner as HFH deems appropriate. The Exhibitor shall not be entitled to any offset or mitigation of the amount due under this license agreement as a result of the use of or payment for the space by another exhibitor in the Show.
c) Each covenant by the Exhibitor contained herein is material and of the essence of this license agreement and violation of any term or condition hereof by the Exhibitor shall be a default of the entire agreement entitling HFH to immediately and without notice revoke the privileges granted to the Exhibitor and take possession of the space of the defaulting Exhibitor. Any such revocation of the license granted herein shall be without prejudice to HFH to make any claim for damages or enforcement of the payment of any amounts due pursuant to the terms hereof.
5. FORCE MAJEURE
a) In the event that (i) the facility in which the Shows are to be held or is held is destroyed or becomes unavailable for occupancy or (ii) HFH is unable to permit the Exhibitor to occupy the facility or the space, or (iii) if the Shows are cancelled or curtailed, for any reasons beyond the control of HFH., including but not limited to, casualty, explosion, fire, lightning, flood, weather, epidemic, earthquake or other Acts of God, acts of public enemies, riots or civil disturbances, strike, lockout or boycott, HFH will not be responsible for any loss of business, loss of profits, consequential or special damages or expenses of whatever nature that the Exhibitor may suffer.
b) In the event that because of war, fire, government regulations, public catastrophe, act of God or the public enemy or other cause beyond the control of the Show and HFH, the Show or any part hereof is prevented from being held, is canceled by the Show or exhibit space is assigned hereunder becomes unavailable, any refund of exhibit fees to the exhibitor shall be at the absolute discretion of HFH. Such refund, if given, shall be a proportionate share of the balance of the aggregate exhibit fees received which remains after deducting expense incurred by HFH and reasonable compensation to HFH, but in no case shall the amount of refund to the exhibitor exceed the amount of exhibit fee paid. Exhibitor shall not have any right to an accounting review or audit of the financial records of HFH.
a) Waiver by HFH of any breach of any term or provision of this license agreement by the Exhibitor
shall not be deemed a waiver of any subsequent breach of the same or any other provision hereof.
b) No alterations or variations of the terms of this license agreement shall be valid unless made in writing and signed by each of the parties hereto.
c) This license agreement shall be governed by and construed in accordance with the laws of the State
d) Applications are subject to acceptance with photos, checklist and complete application with
deposit. Booth assignments are at the discretion of the promoter and are assigned in order they are
received. Seniority from prior shows will be a priority in selection of booths.