CONDITIONS OF PARTICIPATION
1. 1. GENERAL: Verge NYC 2015 is a project of ('VERGE'). These conditions of participation set forth the terms and conditions of the participation of the Exhibitor ('Exhibitor') in Verge NYC 2015 ('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. SHOW DATES: May 8-11, 2014
3. LOCATION: 174 Hudson Street in Tribeca @ Vestry
4. ARTICLES ON EXHIBIT: Paintings, drawings, and sculpture; graphics and multiples; photography; art books; periodicals, and journals; video; interdisciplinary and installation. All work shown should be of gallery quality and consistent with the aesthetic parameters of work exhibited by Verge NYC.
5. ADMISSION TO EXHIBITION: Verge NYC shall be the sole and final judge of all applications and may accept or reject applications in its sole discretion. Final admission may be contingent upon review and approval of an Exhibition Proposal. The exhibitor guarantees that all information in his/her application is accurate and that all work submitted for exhibition is authentic. Verge NYC reserves the right to cancel any application that is accepted on the basis of false information or if the exhibitor fails to comply with these Conditions. The exhibitor is liable for, and will indemnify Verge NYC, and hold Verge NYC harmless, for and from any and all loss or damage incurred by Verge NYC that is a result of any breach of these Conditions. Verge NYC has the right to require complete details of a proposed exhibit and reserves the right to prohibit the exhibition of any object that does not meet the requirements of the exposition. If necessary, the removal of such objects will be at the expense of the exhibitor.
6. ALLOCATION OF SPACE: Gallery location for the exhibition will be allocated by Verge NYC in accordance with the character of the art to be exhibited, or will be allocated and determined by Verge NYC in its sole discretion. Exhibitor agrees to abide by the aesthetic standards of Verge NYC, and to conform to any demands required to meet the standard of its organizers. Verge NYC makes no guarantee as to space placement, square footage or configuration. Exhibitor acknowledges that they will incur an automatic 5% premium placement fee for all galleries placed within the first three spaces near the entrance to the show floor. All final square footage is not to be considered final until the release of a final floor plan and exhibitor understands that final floor plan square footage may differ and is to be considered approximate until the release of the final floor plan. No adjustment in fees reflective of reasonable square footage differences is permitted. Verge NYC may, if necessary, change the location of allocated space, as well as alter the final layout of the space within the venue if circumstances demand. Verge NYC reserves the right to rearrange the layout of unoccupied areas, and to alter entrances and exits to and from the exhibition space, halls, and aisles.
7. COEXHIBITORS: No exhibitor may sublet his/her space either entirely or partially without the express written consent of Verge NYC. Products, exhibitors or individuals other than those specified in the exhibitor’s application may not be shown or advertised in the space. In the event that Verge NYC agrees to a co-exhibition arrangement this subdivision will be subject to a $300.00 additional administrative fee.
8. CONDITIONS OF PAYMENT: The final deadline for receipt of all outstanding balances to Verge NYC Art Fair, 2014 is within 30 days of invoice unless otherwise negotiated in writing. All negotiated plans for payment that deviate from payment deadlines as stipulated will incur a mandatory 5% administrative and financing fee and are subject to approval in writing. No exhibitor will be permitted to participate who has not paid their balance in full 30 days prior to show date. In the event that exhibitor fails to make payment as agreed, they will be in default and Verge NYC will have the right to retain exhibitor’s deposit and all other monies paid under this agreement and Verge NYC reserves the right to pursue any and all other remedies it may have in law or equity with respect to exhibitor’s default. Verge NYC shall have the right, but not the obligation, to lease the default exhibitor’s space to another exhibitor prior to the exhibition.
10. DEFAULT AND/OR BREACH: In the event that exhibitor fails to make payments as agreed herein or breaches any term or condition contained in this agreement (or any other supplemental documents incorporated, such as the Exhibitor Kit), exhibitor shall be in default under the terms of this agreement, and 120% of all fees shall be payable to Verge NYC as liquidated damages. Exhibitor acknowledges that the additional 20% assessed is reasonably related to Verge NYC’s anticipated loss of revenues on the sale of labor and services. Verge NYC shall thus have the right to retain exhibitor's deposit and all other monies paid under the terms of this agreement. Verge NYC reserves any other remedies with respect to any default by exhibitor. In the event of default by exhibitor, Verge NYC shall have the right, but not the obligation, to lease the subject space to another exhibitor prior to the Exhibition. In the event Verge NYC is unable to lease all of the defaulting Exhibitor's space, Exhibitor shall remain liable for the full balance due under the terms of this Agreement along with any and all costs of collection, including but not limited to, all reasonable attorneys' fees, court costs and interest. In addition to any other defaults enumerated herein, Verge NYC retains the right of acceleration in the event of a default in addition to and not exclusive of any and all available remedies.
11. INSURANCE AND EXEMPTION FROM LIABILITY: Each exhibitor must obtain insurance coverage for damage to or loss of any article at the show due to any reason, including fire, theft, burglary, breakage, leakage and water damage, or transport to or from the show grounds. In any event, the exhibitor assumes all risk of loss or damage to any of its Articles. Each exhibitor must also provide Verge NYC with a certificate of insurance as proof of such coverage, and which names Verge NYC as an additional insured under such policy. Verge NYC will not be liable to any exhibitor for any direct, incidental or consequential damages or loss to exhibitor, to his/her property or Articles arising in any way from or connected with exhibitor’s participation, except for damage or loss caused by Verge NYC’s gross negligence. Prior to admission to the show, each exhibitor will be required to sign a form releasing Verge NYC from liability. In addition to a Certificate of Insurance Verge NYC will require each exhibitor to sign an insurance release form which will be in the exhibitor kit. Verge NYC, nor the lessor of the Exhibition facility, will accept any responsibility for the well-being of any art and materials consigned to or in the possession of any exhibitor during the Exhibition. The exhibitor waives any and all claims against Verge NYC, its contractors, agents, employees, invitees and licensees and the lessor of the Exhibition facility for loss, theft, damage, or destruction by fire, water or otherwise, of any art work, crates, packing materials, or any other items of exhibitor, on the Exhibition premises at any time as well as for injury to itself, its agents, or employees while on the Exhibition premises, and for any damage of any nature including damage to its business by reason of the failure to provide space for its exhibit or for any failure to hold the Exhibition as scheduled. All of exhibitor's personal property of every kind of description which may at any time be in the space or on the Exhibition premises shall be at exhibitor's sole risk, or at the risk of those claiming under exhibitor, and Verge NYC shall not be liable for any damage to said property or loss suffered by the business or occupation of exhibitor caused in any manner whatsoever, including theft. Verge NYC shall not be liable for any such injury or damage caused by other exhibitors or any other person(s) either on the Exhibition premises or elsewhere. Verge NYC shall not be liable for any latent defect in construction. Verge NYC shall not be responsible for damage or loss of property of exhibitor kept or stored on the Exhibition premises no matter how caused.
12. ELECTRICAL SERVICES: Verge NYC will seek but is not obligated to provide common area lighting, but shall not be liable for any loss or damage due to failure or interruption of any service. No exhibitor is allowed to install his/her own power connections. Fire, safety and security regulations must be adhered to.
13. MAINTENANCE: Verge NYC will be responsible for keeping the common areas of the show site clean. Each exhibitor is responsible for the maintenance of his/her space and will leave the space in the same condition in which it was found, reasonable wear and tear excepted.A $300.00 full booth patch/paint fee to restore the room to its original condition (this is not included in the basic booth fee; for 1/3 of a booth, $100, for ? a room, a $150 wall maintenance fee will be assessed per exhibitor in the Exhibitor Kit for the purpose of restoration and maintenance of walls to minimum presentation standards. (Applies only to the Regular Artist’s Exhibition Section open call). All hanging devices must be removed from the wall when dismantling the space.
14. FILMING, PHOTOGRAPHY AND VIDEO RECORDING RIGHTS; ELECTRONIC MESSAGES: From time to time, photographs, motion pictures and/or video recordings may be made in the Show facilities, which recordings may include images of Exhibitor, its employees, agents and related merchandise and displays. Exhibitors may not hinder, obstruct or interfere in any way with such photography or recordings whether by Show Management or its agents, and hereby consent to Show Management's use of such recordings for commercial purposes. In connection with the other provisions of this paragraph, Exhibitor hereby grants Show Management a non-exclusive, royalty-free, revocable, non-transferable worldwide license (without the right to sublicense) to use Exhibitor's trademarks, service marks, logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files and images. By providing Show Management the email addresses set forth on the first page of this Agreement, Exhibitor hereby consents to receiving unsolicited commercial e-mail messages from Verge NYC, its affiliates and partners as well as third parties licensed to send such messages to Exhibitor by any of the foregoing.
15. EXPENSES AND TAXES: The exhibitor assumes full responsibility for the payment of the total expenses incurred by each exhibitor, by the Management or by third parties in connection with the operation of its space. It is not the responsibility of Verge NYC to advise exhibitors of any city, state or local taxes with respect to payment. All city, state and local taxes, and licenses, if any, are the responsibility of participating exhibitors. The prices quoted by Management are exclusive of applicable sales, use and similar taxes. Management 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 Verge NYC Art Fair, 2014, and exhibitor shall be responsible for the payment of all such amounts. If Exhibitor is tax exempt, Exhibitor must provide Management with taxpayer exemption number upon execution of this agreement.
16. EXHIBITION ACTIVITIES: Exhibitor agrees not to schedule or conduct any outside commercial activity including, but not limited to, receptions, seminars, symposiums and hospitality suites before, during or after the Show, whether such activities are held at or away from the Exhibition Spaces, except with the written approval of Show Management.
17. PROTECTION OF FACILITIES: Nothing shall be posted on, or tacked, stapled, nailed, screwed, or otherwise attached to the columns, walls, floors, or other parts of the exhibit venue without permission from the proper building authority. Fluids, caustic or staining, must not be used where they may damage floor coverings. Packing, unpacking and assembly of exhibits shall be done only in designated areas and in conformity with directions of Exhibition Management, the venue manager or their assistants. Exhibitor shall not deface, injure or mar in any manner the facilities at the venue, of the other exhibitors or NMAF management. Exhibitor shall not paint or apply any other permanent covering to any of the walls, floors, ceilings or other areas of the facilities at the venue or its furnishings or fixtures. Exhibitor acknowledges that Show Management reserve the right to remove all persons and property from the facilities and premises not complying with Show Management rules without the necessity of or resorting to any legal proceeding.
18. CONTRACT TERMS TO BE EXCLUSIVE This written agreement contains the sole and entire agreement between the parties, and supersedes any and all other agreements between them. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this agreement or any representations inducing the execution and delivery of this agreement except such representations as are specifically set forth in this agreement, and each party acknowledges that she or it has relied on her or its own judgment in entering into the agreement. The parties further acknowledge that any statements or representations that may have been made prior to this agreement by either of them to the other are void and of no effect and that neither of them has relied on the same in connection with her or its dealings with the other. Any and all changes or modification to these terms must be executed in advance, in writing.
19. CHANGE OF SPACE: Show Management shall have the right, in its sole discretion, to change Exhibitor's space assignment after the acceptance of the Agreement if it is deemed to be in the best interest of the Show. In the event Show Management elects to exercise its right to change Exhibitor's exhibit space, Exhibitor will be notified of its newly assigned space. Show Management will make reasonable efforts to ensure that any reassignment will be to an exhibit space which is of the same general style and size as Exhibitor's original space. If a reduction in space to Exhibitor's exhibit space is, in Show Management's opinion, necessary, Exhibitor will be reimbursed on a pro-rata basis.
21. GENERAL REMARKS: Verge NYC is entitled in the case of compelling reasons or Acts of God to relocate, postpone, reschedule, shorten or extend the exhibition without liability or obligation to the exhibitor. The liability of Verge NYC for failure to perform its obligations under this Agreement is limited to a refund of the exhibitor's deposits and space fees paid. In the event Verge NYC shall be in default under the terms of this agreement in any respect, such default shall not give rise to any rights or remedies to exhibitor unless and until such default shall continue for more than thirty days after Verge NYC’s actual receipt of written notice thereof from exhibitor (or, as to defaults not susceptible of being cured within such thirty day period, Verge NYC fails to commence the cure thereof within such period and thereafter diligently prosecute the same to completion). Further, if Verge NYC is delayed or prevented from performing any of its obligations under this Agreement by any cause whatsoever beyond Verge NYC’s control, the period of such delay or such prevention shall be deemed added to the time herein provided for the performance of any such obligation by Verge NYC, or Verge NYC, in its sole discretion, may cancel this Agreement and the parties hereto shall be released of all further obligations and liabilities each may have to the other.
Verge NYC reserves the right to expel from the Exposition any exhibitor for any reason including but not limited to violation of the rules stated herein. The exhibitor will remain liable for the liquidation amount of space rental and any additional charges incurred. Notwithstanding any conflict of law provisions, the laws of the city of Chicago, the state of Illinois and the United States of America shall be applicable to these Conditions and all matters arising from exhibitor’s participation in Verge NYC Art Fair, Miami 2014. 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 NYC and the exhibitors.
I HAVE READ THIS AGREEMENT IN ITS ENTIRETY, including the above terms and conditions, understand these terms and agree to be bound by all as stated.
