TERMS AND CONDITIONS OF PARTICIPATION
1. GENERAL: The Drawing Show Section at Verge Miami 2012 is a project of Workman Global Associates, LLC ('VERGE'). These conditions of participation set forth the terms and conditions of the participation of the Exhibitor ('Exhibitor') in The Drawing Show Section at Verge Miami 2012 ('Exhibition'). VERGE reserves the right to, at any time, issue other rules and regulations of participation, and to alter or correct the current square footage and configuration of Exhibition space prior to the show. Exhibitor agrees to cooperate with any security programs adopted for the building or the Exhibition, including, without limitation, procedures and limitations established for the movement of personal property and persons into and out of the building and the floor the show area is on. VERGE specifically reserves the right to control ingress to and egress from the show area at all times.
2. VERGE reserves the right to reject any and all applications for any reason or no reason at all; and to prohibit, close, correct, remove or eliminate any exhibit, part of an exhibit, product, sign, card, printed matter, souvenir, catalogue, or other material, or any circumstance, conduct or action, or cause thereof, that is not suitable to or in keeping with the character or aesthetic of the show or that violates these rules or applicable law.
3. VERGE shall be entitled to close any exhibit at any time for failure by Exhibitor or any of its officers, agents, employees, or other representatives to perform, meet, or observe any term or condition set forth herein, and such Exhibitor shall not be entitled to a refund of any part of any rent or fee.
4. Exhibitors will NOT be permitted to dismantle displays before the official closing time. Exhibitor agrees not to disturb or begin packing exhibits or parts of their displays prior to the official closing time.
5. VERGE reserves the right to refuse admission to any person or persons including children of Exhibitor, their employees or representatives, attendees or visitors, in the interest of welfare and safety.
6. Exhibitor may not display or distribute signs, brochures, flyers, samples, advertising devices etc. at the fair.
7. Exhibitor shall not make noises, cause disturbances or vibrations, or use or operate any wireless device, electrical or electronic devices, or other devices that emit sound or other waves, or cause disturbances, or create odors or noxious fumes, any of which may be offensive to other exhibitors and occupants of the building or that would interfere with the operation of any device or equipment or radio or television broadcast or reception from or within the building or elsewhere, and shall not place or install any projections, antennae, aerials, or similar devices inside or outside of the show area.
8. Exhibitor shall not, without the prior written consent of VERGE, assign or otherwise transfer any right under this agreement to any third party or allow any third party to operate from the show area, and any attempt to do so shall result in automatic revocation of this agreement.
9. Exhibitors shall provide to VERGE in a timely fashion their materials for the show catalog. The show catalog is a listing of exhibitors, and although strict precautions are taken in proofreading, VERGE is not liable for any errors or omissions in Exhibitor listings. Exhibitors whose materials arrive after the deadline date provided upon acceptance will not be listed.
10. By signing this agreement and submitting application for exhibition, the owners of the building, and their respective partners, directors, members, shareholders, trustees, officers, agents, employees, beneficiaries, insurers, successors, and assigns (hereinafter collectively 'Show Entities') shall not be held accountable or liable for, and the same are hereby released from accountability or liability for, any damage, loss, harm, or injury to the person or property of the applicant and any of its partners, directors, members, trustees, officers, agents, employees, beneficiaries, successors, and assigns resulting from theft, fire, water, accident or any other cause and the Show Entities will not obtain insurance against any such damage, loss, harm or injury.
11. By submitting application for exhibition, Exhibitor agrees, except to the extent prohibited by law, to indemnify, defend, and protect VERGE against, and hold them harmless from, any and all claims, demands, suits, liability, damages, loss, costs, attorney fees, and expenses of every kind and nature, which may result from or arise out of any action or failure to act on the part of the applicant or any of its partners, directors, members, officers, agents, employees, beneficiaries, successors, and assigns, including but not limited to claims for damage or loss to property and for harm, injury, or death to persons.
12. By submitting an application for exhibition, Exhibitor agrees to purchase and keep in effect during the period when its property is in the building and in transit to and from said premises, insurance against loss, damage or destruction to such property, however caused, for the full value of such property, and to cause the insurer to waive subrogation against the Show Entities.
13. VERGE has the right to limit the show areas assigned to any Exhibitor, and cannot guarantee show area assignment. There are no rights to sight lines or locations. Any such reconfiguration may require the exhibition space assigned to Exhibitor be reassigned and rearranged by VERGE. VERGE may also assign or reassign show areas to Exhibitor as it deems to be required by virtue of the availability of special services. If Exhibitor is assigned to these show areas but does not require these services, Exhibitor may be reassigned other show area locations at the discretion of VERGE.
14. If Exhibitor shall fail or refuse to remove its property upon the expiration or termination of this agreement, VERGE may treat such failure or refusal as conclusive evidence that Exhibitor has abandoned the property and VERGE may retain or dispose of all or any part of such property in any manner that VERGE shall choose. In no event shall VERGE become a bailee or trustee, or accept or be charged with the duties thereof (either voluntary or involuntary) of the property. If VERGE employees are required to remove or handle the property, a charge for the same at customary rates on a time and material basis will be payable by Exhibitor.
15. Exhibitor must comply with all local and national laws codes, rules, regulations and ordinances/fire regulations (collectively ?Legal Requirements?) in force from time to time affecting the show area or Exhibitor?s activities therein. VERGE shall have the full power to interpret and/or amend rules and to make any additional rules and regulations which in its discretion shall be in the best interest of the Exhibition.
16. Exhibitor shall not, without the prior written consent of VERGE in each instance obtained, make any repairs, replacements, decorations, alterations, improvements or additions to the show area. Additionally, the exhibitor shall under no circumstances attempt in any way to patch and paint their own show area. Patching and painting is provided upon acceptance and will be done by the contractor hired by VERGE.
17. Exhibitor agrees that VERGE shall not be liable to Exhibitor, or any of Exhibitor's employees, agents, representatives, customers, or invitees or anyone claiming through, by or under Exhibitor, for any damages, including but not limited to all fees paid by Exhibitor, injuries, losses, expenses, claims or causes of action, because of any interruption, diminution, delay or discontinuance at any time in the furnishing of any services or operating, maintaining, repairing or supervising the building when such interruption, diminution, delay or discontinuance is occasioned, in whole or in part, by repairs, renewals, fire, emergencies, improvements or additions, by any strike, lockout or other labor disputes, war, acts of God, by inability to secure gas, electricity, water or other fuel at the building, by any accident or casualty whatsoever, by government action or order, by act or default of Exhibitor or other parties, labor or material shortages, transportation delays, or by any other cause beyond reasonable control; nor shall any such interruption, diminution, delay or discontinuance be deemed an eviction or disturbance of Exhibitor's use or possession of the exhibition space or any part thereof; nor shall any such interruption, diminution, delay, or discontinuance relieve Exhibitor from full performance of Exhibitor's obligations under this agreement.
18. Exhibitor shall pay all attorneys' fees and expenses of VERGE incurred in enforcing any of the obligations of Exhibitor.
19. VERGE reserves the right to adjust the pricing structure based on unexpected changes in expenses prior to the exhibition. Exhibitor will be notified of, in advance, of any and all changes, in writing.
20. Exhibitor agrees to pay for all costs incurred prior to the move-out date and all fees within two weeks of invoice. All amounts due and payable from Exhibitor under this agreement or under any work order or other agreement relating to the show area, if unpaid when due, shall bear interest from such date until paid at the maximum legal rate of interest allowable by law, and exhibitor may be barred from exhibiting. A 5% monthly finance charge will be applied to any payments not received in a timely fashion as set forth in this exhibitor kit and in the application form.
21. All rights and remedies under this agreement shall be cumulative and none shall exclude any other rights and remedies allowed by law. Exhibitors in violation of the above conditions, rules, and regulations governing the Exhibition are subject to prompt disqualification from participation in this and future Exhibitions. Exhibitor shall comply with all conditions, rules, and regulations regarding The Drawing Show Section at Verge Miami 2012 and with the requirements provided upon acceptance.
22. If there is more than one Exhibitor herein named, all shall be jointly and severally liable for the payment of fees and the full and complete performance of all of the terms, covenants, and conditions of this agreement.
23. VERGE shall at all times keep a pass key and be allowed admittance to the exhibition space to cover any emergency, fire, or other casualty that may arise and in other appropriate instances. VERGE will need to have access to Exhibitor?s space for purposes of removing and replacing furniture, patching and painting, and other show-related technical work. Exhibitor shall not peddle, canvass, solicit, or distribute handbills or flyers on or about the property except as specifically authorized by VERGE. Exhibitor expressly agrees that such non-exclusive use of the area shall be subject to all of the terms, covenants, and restrictions set forth in this agreement.
24. Exhibitor accepts full and sole responsibility for any injury or damage to persons or property resulting from failure to distribute the placement of exhibit material to conform to the floor loading specification.
25. No modification, waiver, or amendment to this agreement shall be binding unless such modification, waiver, or amendment is in writing and signed by both parties. Submission of this instrument for examination shall not bind VERGE in any manner, and subject to all other rules and regulations, no obligation of VERGE shall arise unless and until Exhibitor has an assigned space in The Drawing Show Section at Verge Miami 2012.
26. Exhibitor agrees to abide by the provisions of this agreement and exhibitor kit, as may be amended by VERGE.
27. We reserve the right to either store at exhibitor?s expense or dispose of any crates or packing materials also at the exhibitor's expense and in no way shall VERGE become a bailee or trustee, or accept or be charged with the duties thereof (either voluntary or involuntary) of the property. If VERGE employees are required to remove or handle the property, a charge for the same at customary rates on a time and material basis will be payable by Exhibitor.
28. Workman Global Associates, LLC, ('VERGE'), the owner, operator, and manager of the Exhibition, will attempt to provide a sage and secure environment at the Exhibition in order to guard against the risk of Exhibitor loss, cost, or damage to person or property due to theft, vandalism, fire, acts of God, or other similar causes. Details of the Exhibition's security arrangements are available upon request. The Exhibitor acknowledges, however, that VERGE and the Exhibition disclaim responsibility for any such loss, cost, or damage, and that neither VERGE nor the Exhibition carries any insurance of any kind for the benefit of Exhibitors.
Therefore, for acceptance of Exhibitor's application and participation in the Exhibition, the undersigned Exhibitor acknowledges and agrees that its participation in the show is solely at its own risk, and that it either carries insurance to guard against the risks described in the release, or it has determined to assume such risks without carrying insurance. The Exhibitor releases and discharges the Exhibition and VERGE, and all of its principals, agents, employees, and assigns, and holds them harmless from any and all liability, claim, or demand whatsoever for any loss, cost, or damage to Exhibitor?s person or property arising in any way out of Exhibitor?s participation in the Exhibition, regardless of the cause of such loss, cost, or damage (such as fire, theft, vandalism, acts of God, and other risks commonly included in the extended coverage endorsement to insurance policies), and regardless of whether such loss, cost, or damage is due to any form of negligence of VERGE, or of any of its principals, agents, employees, assigns, or any other person or entity providing goods or services to VERGE, or to the Exhibition.
29. SECURITY: VERGE will provide a security service in the form of The Drawing Show Section at Verge Miami 2012 staffers during the duration of term of The Drawing Show Section at Verge Miami 2012. Guard service will commence the first day of installation and continue until the end of dismantling. Nevertheless, VERGE shall not be liable for any loss or damage due to theft. To maintain security, once set-up begins, nothing can be removed from the show premises unless accompanied by a merchandise and/or security pass, through the dismantling period. Only Exhibitors may bring articles onto the premises throughout the duration of The Drawing Show Section at Verge Miami 2012.
30. EXPENSES AND TAXES: It is not the responsibility of VERGE to advise Exhibitor of any local or national taxes with respect to payment. All local and national taxes, and licenses, including but not limited to customs fees, import duty, sales taxes or any other taxes owed, if any, are the responsibility of participating Exhibitor. The prices quoted by VERGE are exclusive of applicable sales, use, and similar taxes. VERGE will separately identify in our billing any sales, license, occupancy, or other taxes or charges levied by the authority of the state, city, or other governmental unit having jurisdiction at the site of The Drawing Show Section at Verge Miami 2012, and Exhibitor shall be responsible for the payment of all such amounts.
31. GENERAL REMARKS: VERGE is entitled in the case of compelling reasons or acts of God to postpone, reschedule, shorten, or extend the exhibition without liability or obligation to the Exhibitor. VERGE reserves the right to expel from the Exhibition any Exhibitor who violates the rules stated herein. The Exhibitor will remain liable for the full amount of show area rental and any additional charges incurred. Notwithstanding any conflict of law provisions, the laws of the City of Chicago, the County of Cook, the State of Illinois and the United States of America shall be applicable to these conditions, terms, and all matters arising from Exhibitor's participation in The Drawing Show Section at Verge Miami 2012. Exhibitor agrees to the exclusive jurisdiction and venue for any legal proceedings related thereto solely in an Illinois state court in Cook County Illinois, or the Federal District Court for the Northern District of Illinois. These conditions and the Exhibitor?s terms and conditions are the final and exclusive agreement between VERGE and the Exhibitor. The invalidity or unenforceability of any provision of this agreement shall not affect or impair any other provision.
32. SHIPPING AND MATERIAL HANDLING
Shipping and delivery of all artworks to the show location shall be the responsibility of the exhibitor. Drayage (transport of the artwork to the booth location of the exhibitor within the show) is also the responsibility of the exhibitor.
