This Exhibitor Contract (“Agreement”) is entered into by and between CHAMPS Trade Show (CHAMPS) and the Exhibitor or “Exhibitor”.
1. Definitions of Terms
A. “Agreement” shall mean the herein Exhibitor Contract.
B. “Event” shall mean the specific CHAMPS TRADE SHOW event encompassed by this agreement.
C. “Facility” shall mean the locations and/or building where Event described in item B is scheduled.
D. “Booth”, “Space”, or “Exhibit”, shall mean the area leased to Exhibitor by CHAMPS, pursuant to this Agreement.
2. Effect Date of Agreement
This Agreement shall become legally binding and effective only when CHAMPS and Exhibitor have signed this Agreement in full and a payment in full in U.S. Currency has been received by CHAMPS.
3. Assumption of Risk
Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with the Exhibitor’s participation in or presence at Event, including, but not limited to theft, loss, or damage of property, damage or injury to person or persons, (including death), or loss of income or future income, whether caused by negligent, intentional, or accidental acts, acts of God or otherwise. Neither CHAMPS nor Facility accepts any responsibility for theft, loss or damage of property, damage or injury to person or persons, (including death), or loss of income, whether caused by negligent, intentional, or accidental acts, acts of God, or otherwise, including items stored in any courtesy storage areas. A bailment for property is not created for property delivered by Exhibitor in conjunction with this Agreement.
4. GENERAL RELEASE
Exhibitor hereby agrees to release CHAMPS and Facility, their officers, agents, directors, stockholders, owners, attorneys, insurers, lawyers, assigns, and affiliated and subsidiary corporations, and employees, and each of them, from all actions, suits, liens, losses, debts, damages, claims, causes of actions, personal injuries or property damage, including subrogation claims, specifically including, but not limited to, those claims and causes of actions which may arise out of the participation of CHAMPS, exhibitor, and/or Facility, in the Event and/or any acts which occur between the date of the Signing of this Agreement and the Event.
Exhibitor agrees to forever indemnify, hold harmless, and otherwise defend and/or vouch for (which includes but is not limited to hiring attorneys licensed in the state of the Event and approved by) CHAMPS and Facility against any and all claims, demands, suits, causes of action, arbitration demands and arbitrations, liens and mechanics liens, which result from Exhibitor’s participation or presence at the Event, including but not limited to:
A. Any breach by Exhibitor of this or any Agreement, covenant, promise or other obligation under this Agreement.
B. Any violation by Exhibitor of any City, County, Municipal or State Ordinance.
C. Any infringement by Exhibitor of patent, copyright, trademark, trade secret, or other proprietary rights.
D. Any libel, slander, defamation or similar actions by Exhibitor.
E. Claims involving personal injury, wrongful death, property damage, emotional distress, loss of income or future income, misrepresentation, and fraud.
F. Any other claims involving negligence, breach of contract, or intentional torts.
6. LIMITATION OF LIABILITY
Neither CHAMPS nor Facility shall be liable for any lost profits, incidental, special, general, consequential or punitive damages, direct or indirect, whether or not Exhibitor is informed of the possibility of such damages. In no event shall CHAMPS or Facility’s actual damages exceed the account actually paid to CHAMPS by Exhibitor pursuant to this Agreement.
CHAMPS makes no representation, guarantees or promises expressed or implied, regarding the number of people who will attend the Event, the amount of revenue Exhibitor can expect to generate from the Event, or any other matters regarding the Event. Any such statements, prior to or after the execution of this Agreement, are mere opinion and unless expressly included in this Agreement, are hereby disavowed.
8. PEDESTRIAN MONITORS
CHAMPS agrees to retain reputable Pedestrian Monitors during the course of the Event to regulate the flow of pedestrian traffic. The monitors are not “security guards”, and not hired to protect Exhibitor’s personal property. Monitors are also not employees of CHAMPS. They are independent contractors, and CHAMPS assumes no responsibility or liability for their actions.
Exhibitor is required to obtain and maintain through the last day of this Agreement, liability and workers compensation insurance, each individual policy having coverage limits of the greater of either at least One Million Dollars ($1,000,000.00) per person, Two Million Dollars ($2,000,000.00) per aggregate event, or the coverage of the applicable venue contract.
A. Liability insurance must be comprehensive general liability insurance, covering claims for bodily injury, property damage, contractual violations, and operation of mobile equipment, produce and liquor liability, if applicable.
B. Exhibitor is required by CHAMPS and Facility as additional insured on any policy obtained pursuant to this section.
C. If requested, Exhibitor will provide proof of additional insured endorsements, primary coverage endorsements, and complete copies of policies within sixty (60) days before the first scheduled day of Event.
D. All insurance must be obtained pursuant to this Agreement shall be primary of any other insurance obtained by the Exhibitor and shall be written on an occurrence basis. Claims-made policies are/do not constitute compliance with this Agreement.
10. EXHIBITOR’S RESPONSIBILITY TO INSURE PROPERTY
CHAMPS assumes no responsibility to project, insure, or indemnify CHAMPS against damage to Exhibitor’s property. Exhibitor is required to insure its property against damage, loss, or theft.
11. QUALIFICATIONS/ELIGIBILITY OF EXHIBITOR
CHAMPS in its sole discretion, determines whether a prospective exhibitor is eligible to participate in the Event. Eligibility is generally limited to persons or entities that supply products and services to Gift, Art, Variety and Handcrafted Gift Industry. Applicants who have previously exhibited at any CHAMPS Event may be required to submit a description of the nature of their business and the items to be exhibited. CHAMPS reserves the right to restrict or remove any Exhibit that CHAMPS, in its sole discretion, determines to be objectionable or inappropriate.
12. ASSIGNMENT OF SPACE/BOOTH LOCATION
CHAMPS maintains sole discretion to assign space at the Event and determine the dates of assignment. Any such assignment does not guarantee or imply that a similar space will be assigned for future Events. CHAMPS reserves the right to change the floor plan, assignment, or Exhibitor location prior to or during the Event, if CHAMPS determines that to do so in the best interest of the Event.
A. CHAMPS may honor booth placements from previous shows if Exhibitor renews within a fixed period to be agreed upon at a later time and in a separate written agreement. CHAMPS makes no guarantee that said location will be available or offered, if not agreed to by CHAMPS and Exhibitor in a separate written agreement. CHAMPS retains sole discretion to place Exhibitor in an alternate location without explanation.
B. Statements as to booth location, in the absence of a written agreement, are not binding upon CHAMPS. CHAMPS retains sole discretion to determine where to place Exhibitor.
C. CHAMPS reserves the right to group Exhibitors according to merchandise description. Exhibitor’s merchandise to be displayed at Event must be described with particularity in the Application for Space. CHAMPS reserves the right to relocate Exhibitor to a location displaying similar merchandise if merchandise is displayed by Exhibitor at Event is substantially different than merchandise described in Exhibitor’s application. CHAMPS retains sole discretion to determine if an Exhibitor’s merchandise to be displayed at Event or actually displayed is substantially different than merchandise described in Exhibitor’s application. CHAMPS reserves the right to create special exhibit areas for those Exhibitors who display adult-oriented material, including but not limited to, adult videotapes, adult magazines, adult accessories, etc. CHAMPS reserves the right to lease space to adult-oriented Exhibitors. CHAMPS retains sole discretion to determine if Exhibitor displays “adult-oriented” material. CHAMPS reserves the right to find Exhibitor in breach of the Agreement to terminate this Agreement and immediately close Exhibitor’s booth, without notice, if Exhibitor fails to disclose that its booth is adult-oriented.
13. CANCELLATION OF AGREEMENT BY EXHIBITOR
A. Cancellation of this Agreement will only be deemed valid if such cancellation is in writing and sent to Exhibitor certified mail, return receipt requested, and received by Exhibitor, within (60) days of the first scheduled date of the Event.
B. If Exhibitor fails to send written notice of cancellation of Agreement within sixty (60) days prior to the first-scheduled date of the Event; Exhibitor will be fully bound by and fully liable for this Agreement.
C. If Exhibitor sends written notice of cancellation of Event between sixty (60) days of the first scheduled date of the Event, Exhibitor will remain liable for fifty (50) percent of the total exhibit fee.
D. If Exhibitor sends written notice of cancellation of Event more than sixty (60) days prior to the first scheduled date of Event, Exhibitor will remain liable for twenty-five (25) percent of the total exhibit fee.
E. Exhibitor’s liability in the event of cancellation applies regardless of the date the herein Agreement is executed.
F. CHAMPS reserves the right to treat Exhibitor’s downsizing of booth space as a material deviation of this Agreement and relinquishing the requested booth space, entitling CHAMPS to relocate Exhibitor to another booth space at CHAMPS’ discretion and choosing.
G. The terms delineated in subsections (B), (C), and (D) are agreed-upon liquidated damages, as compensation for damages CHAMPS will suffer due to Exhibitor’s cancellation. These damages may include, but not limited to, monies expended by CHAMPS to prepare for the Event, or the inability to lease the space to other Exhibitors who would have leased the space. Due to the inability to determine the exact amount of damages in the event of cancellation, the terms delineated in subsections (B), (C), and (D) are agreed-upon liquidated damages and not a penalty.
14. CANCELLATION OF AGREEMENT BY CHAMPS
CHAMPS reserves the right to cancel this Agreement, upon immediate written or verbal notice, in the event of any material deviation of the Agreement by Exhibitor, including but not limited to the following:
A. If Exhibitor fails to make any payment required by this Agreement.
B. Substantial deviation in booth size or merchandise displayed.
C. Failure to obtain liability insurance or add CHAMPS and Facility as additional insured, as required by this Agreement.
D. If CHAMPS determines Exhibitor is displaying or attempting to display objectionable or inappropriate material.
E. Exhibitor’s failure to adhere to booth assembly, occupation, and/or dismantling, described fully in Section 17,below.
F. Any other material deviation as determined within CHAMPS sole discretion.
15. EFFECT OF CANCELLATION OF AGREEMENT
In the event of cancellation by Exhibitor or CHAMPS pursuant to Paragraph 13 and/or 14 of this Agreement, CHAMPS reserves the right to take any or all of the following steps:
A. Refuse Exhibitor permission to move in and set up booth at Facility.
B. Refuse Exhibitor access to Facility, except, to remove Exhibitor’s property that is already in Facility at the time of cancellation.
C. Enter into another Agreement with another vendor for the booth space CHAMPS set aside for Exhibitor, which space becomes available due to this cancellation. (CHAMPS is not obligated to re-rent the booth space in an effort to mitigate damages.)
D. Refuse to refund any monies advanced by Exhibitor pursuant to this Agreement.
16. CANCELLATION OF EVENT
A. CHAMPS reserves the right to cancel Event due to circumstances beyond CHAMPS control or not reasonably anticipated by CHAMPS, including but not limited, to acts of God, acts of war, governmental emergency, imposition of martial law, labor strike or unrest, or inability of Facility to host Event.
B. If Event is cancelled pursuant to subsection (A), CHAMPS shall refund to Exhibitor all rental payments advanced for booth space, minus a share of costs and expenses incurred by CHAMPS prior to cancellation. Such refund shall release CHAMPS and Facility from any and all liabilities due to cancellation.
C. If Event is cancelled pursuant to subsection (A), CHAMPS shall refund to Exhibitor all rental payments advanced for booth space, minus a share of costs and expenses incurred by CHAMPS prior to cancellation. Such refund shall release CHAMPS and Facility from any and all liabilities due to cancellation.
17. RESCHEDULING/RELOCATION/RENAMING OF EVENT
A. CHAMPS reserves the right to rename the Event, relocate the Event to another Facility within the same city as the original Facility, or reschedule the Event to a date between fifteen (15) days before and fifteen (15) following the Event was originally scheduled to begin.
B. CHAMPS renames, relocates, or reschedules the Event pursuant to subsection (A), Exhibitor will not be entitled to any refund of monies advanced. However, CHAMPS will make a space available for Exhibitor, within CHAMPS discretion, at the new location or on a new date.
18. ACCESS TO SPACE BY EXHIBITOR
A. CHAMPS reserves the right to determine dates and times when Exhibitor may assemble, occupy, and dismantle booths and exhibits. CHAMPS and Exhibitor agree that these times are determined by CHAMPS to be in the best interest of the Event and must be strictly adhered to by Exhibitor.
B. CHAMPS One Exhibitor and authorized employees of Exhibitor’s are permitted in Exhibitor areas. No one under eighteen (18) years of age is permitted in display areas.
C. Exhibitor’s allowance of unauthorized personnel in Exhibitor areas will constitute a breach of the Agreement, entitling CHAMPS to take appropriate remedies pursuant to the Agreement, including but not limited to, immediately taking possession of the booth.
D. Staff of participating Facility has no authority regarding Exhibit booths or Exhibit areas, other than authorized pedestrian monitors, or other individuals as CHAMPS may designate in its discretion.
E. No refund will be given to Exhibitor if CHAMPS takes possession of the booth pursuant to subsection above.
19. EVENT HOURS AND EXHIBITOR RESPONSIBILITIES
CHAMPS will distribute separate information regarding Event hours. However, Exhibitor agrees to abide by the following:
A. Exhibitors will be granted access to their respective booths no earlier than forty-five (45) minutes prior to the published time Event is scheduled to open.
B. Exhibitor booths must remain open in accordance with the hours described in the program distributed in advance of Event, or as amended by CHAMPS.
20. ADVERTISING AND PROMOTIONAL MATERIALS
A. Exhibitor grants to CHAMPS a fully paid perpetual merchandising license to use, display and reproduce Exhibitor’s name, trade name, or product name in every advertising medium utilized for the Event.
B. CHAMPS shall not be liable for any errors in any listing, advertising or promotional materials, or for omitting any Exhibitor from the directory or other lists, advertising, or other promotional materials.
C. Exhibitor grants CHAMPS the right to take photographs of Exhibitor’s booth space, exhibits, or merchandise, before, during, or after the Event’s scheduled times, and further grants CHAMPS the right to use such photographs for promotional purposes. Exhibitor agrees not to interfere with CHAMPS attempts to take such photographs for promotional purposes.
21. DAMAGE TO FACILITY
Exhibitor shall promptly pay for any and all damages to Facility, associated facility, booth equipment, or property of CHAMPS or other Exhibitors which damage is caused by Exhibitor.
22. COMPLIANCE WITH LAWS
A. Prior to the first scheduled date of the Event, Exhibitor shall be solely responsible for obtaining licenses, permits, or credentials required by Federal, State, or local law applicable to Exhibitor’s activities at Event.
B. Exhibitor shall be solely responsible for obtaining any necessary tax identification number and paying for all taxes, use fees, or other government fees, levies, or penalties which become due in connection with Exhibitor’s activities at Event.
C. Exhibitor shall comply with all the rules and regulations of the Facility, including those pertaining to Union Labor. Exhibitor shall not permit the delivery of merchandise at Facility without express permission of CHAMPS.
23. USE OF COPYRIGHTED MATERIALS
Exhibitor shall not play, or permit the playing, performance, or distribution of, copyrighted materials at the Event, unless it has obtained all necessary rights, permissions, and/or licenses, and paid all required royalties, fees, or other payments.
Permission for copywritten music is required from ASCAP, BMI, and/or SESAC when music is used at conventions or used for commercial or business presentations.
CHAMPS retains the sole right to control attendance, in conjunction with State and local laws.
25. CONDUCT OF EXHIBITOR
A. Exhibitor at all times shall conduct itself in accordance with normal standards of decorum and good taste.
B. CHAMPS in sole judgment may refuse to consider any Exhibitor for participation in future events for failure to abide by the Agreement.
C. CHAMPS reserves the right to close a booth, terminate a contract, or withdraw acceptance of a contract due to Exhibitor’s failure to abide by this provision.
D. CHAMPS Trade Shows reserves the right to regulate the sound, whether it be music, voice, special or artificial effects to the extent that the same interferes with other lessees within the facilities or is determined to be offensive or otherwise violates the terms or the rules and regulations of the lease agreement.
26. NON-ASSIGNMENT OF AGREEMENT
This Agreement may not be assigned, nor may any right thereto, to any individual or entity. Any attempt to do so is expressly null and void.
27. INCORPORATION OF ENTIRE AGREEMENT
A. This Agreement constitutes the entire express understanding of CHAMPS’ and Exhibitor’s rights, obligations, and liabilities, and may not be altered by Exhibitor without the express written permission of CHAMPS. Parol Evidence may not be used to contradict any provision of the Agreement.
B. Notwithstanding, Substation (A), above, CHAMPS may adopt additional rules or regulation, upon reasonable written notice to Exhibitor, if CHAMPS determines they are necessary and in the best interest of the Event. Exhibitor agrees to observe and abide by such additional rules and regulations as if set forth in this Agreement.
28. GOVERNING LAWS
A. This Agreement and any dispute arising hereof, shall be governed and interpreted by the laws of the City, County, Municipal and/or State where the Event is held.
B. If any action should be instituted to resolve a dispute arising out of any matter relating to this Agreement, the parties expressly agree that said dispute shall be resolved within the Courts of the state where the Event is held.
C. Exhibitor agrees to waive any right to contest personal or subject matter jurisdiction in the event is instituted as described in Subsection (B), above.
29. EXHIBITOR SERVICE MANUAL
Approximately three (3) months prior to the Event, CHAMPS will provide Exhibitor with an Exhibitor Service Manual(ESM), which will contain information integral to Exhibitor’s participation in the Event. The ESM may also contain special updates regarding additional rules and regulations, including but not limited to, registration, shipping and receiving, utilities and building services, exhibitor display rules, and move-in/assembly and move out /dismantling of booths. Exhibitor agrees to exhibit only products that it manufactures, represents, or distributes.
30. OUTSIDE CONTRACTORS
A. In the interest of providing the best-qualified craftsmen in numbers sufficient to handle all of the services necessary to ensure the smooth operation, CHAMPS reserves the right to retain outside contractors to provide certain services, which services are to be determined by CHAMPS.
B. No outside contractors other than those hired by CHAMPS will be allowed to perform the services described in Subsection(A), above.
C. Non-exclusive services may be performed by Exhibitor-Appointed contractors (EAC) within guidelines specified by CHAMPS.
D. A complete listing of exclusive services and EAC guidelines will be detailed in the ESM.
31. USE OF AISLES AND COMMON AREAS
A. Distribution of samples and printed materials, including advertising, is restricted to the exhibit booth space.
B. All exhibits shall display products or services in a tasteful and un-offensive manner.
C. The use of aisles, passageways and overhead spaces remains exclusively under the control of CHAMPS. Any use of these areas by Exhibitor, including the displaying or hanging of signs, decorations, banners, advertising materials or special exhibits, is strictly prohibitive without the express written approval of CHAMPS.
D. Exhibitor must arrange equipment to allow Event visitors access through the aisles and not force visitors to stand in the aisles while examining equipment or watching demonstrations.
32. SUBLETTING/ADDITIONAL EXHIBITORS
A. No subletting or sharing of exhibit space will be permitted without the prior written consent of CHAMPS.
B. If CHAMPS allows additional exhibitors, a fee will be assessed in the amount of $500.00.
C. Additional exhibitors will not be entitled to complimentary items set forth in the Exhibitor’s offering with respect to the particular event. Only the Exhibitor who signed the original Agreement will be entitled to these items.
33. FREIGHT SHIPMENT
Separate information regarding freight will be mailed out to Exhibitors for each particular show.
34. PROHIBITED SALES AND USES
THE FOLLOWING ARE EXPRESSLY PROHIBITED:
A. Retail sales, including but not limited to, retail sales in violation of the Retail Sales Tax Regulations where Event is held.
B. Any sale where display merchandise changes hands during the period of the Event.
C. Any direct sale from Exhibitor to consumer. CHAMPS are strictly wholesale to Trade vendors only.
D. The use of cameras and video cameras on the exhibit floor is strictly prohibited without the express written consent of CHAMPS.
F. Any and all items listed in this contract under 37A.
35. FIRE PREVENTION
A. All materials used for display or any other purpose, including those used in special constructed exhibits, such as fabric, must be flameproof and meet all fire regulations.
B. The use of crepe paper and any decorative paper of any type is prohibited.
C. All displays must be inspected to confirm that they comply with fire regulations and this section. Displays that do not pass inspection will be ordered closed until such fire hazards are corrected against the danger of fire.
D. All booth equipment, tables, chairs, displays, and any other Exhibit supplies must not protrude into aisles. Violation of this Subsection may result in CHAMPS or Fire Marshall closing down Exhibit.
36. EXHIBITOR DELAY IN ARRIVAL AT EVENT
If Exhibitor, through circumstances beyond its control, is delayed beyond the scheduled arrival time, Exhibitor must notify CHAMPS Director at the Event site. Non-notification will result in resale of Exhibit space the second scheduled day of the Event and all monies advanced by Exhibitor will be immediately forfeited.
If any court or arbitrator having competent jurisdiction finds any provision within this Agreement violates Federal, State, or local law, and therefore null and void, such a finding will not violate any other provision of this Agreement, or the Agreement itself.
38. EXHIBITORS CONTINUED:
A. THE FOLLOWING ITEMS ARE NOT ALLOWED AT THE CHAMPS TRADE SHOW. ITEMS BEARING THE FOLLOWING
DESCRIPTIONS HAVE BEEN FOUND TO BE OBJECTIONABLE AND/OR INAPPROPRIATE (PURSUANT TO ARTICLE 11 OF THIS CONTRACT) AND MAY NOT BE DISPLAYED OR PROMOTED AT THE CHAMPS TRADE SHOW. THERE ARE NO EXCEPTIONS:
“CHEMICALLY ENHANCED HERBAL PRODUCTS/POTPOURRI”
ANY AND ALL OTHER SYNTHETIC HERBAL SMOKING PRODUCTS
ANY AND ALL SYNTHETIC OR TREATED BLENDS OR SIMILAR PRODUCTS
CHEMICALLY-TREATED AND/OR “ENHANCED”/”HERBAL” INCENSE, ETC.
ANY AND ALL ITEMS LABELED “NOT FOR HUMAN
CONSUMPTION” FOR THE ABOVE MENTIONED PRODUCTS
ANY AND ALL PACKAGING ASSOCIATED WITH THE SALE OF THE ABOVE
PRODUCTS (PACKING SUPPLIERS EXEMPT) (CATALOGS ARE ALLOWED)
B. CHAMPS RESERVES THE RIGHT TO EXERCISE ANY AND ALL APPROPRIATE RESPONSES (INCLUDING, BUT NOT
LIMITED TO, REMOVAL FROM THE SHOW FLOOR AND/OR FORFEITURE OF OFFENDING EXHIBITOR’S PAYMENT) AS
DETAILED IN ARTICLE 11 OF THIS CONTRACT IN RESPONSE TO ANY ACTION DEEMED INAPPROPRIATE OR
OBJECTIONABLE BY CHAMPS. IF A BOOTH IS FOUND NOT ADHERING TO THE ABOVE RULES, YOUR BOOTH WILL BE
CLOSED DOWN IMMEDIATELY AND ABSOLUTELY NO REFUNDS GIVEN. CHAMPS EMPLOYEES CANNOT MAKE ANY EXCEPTIONS TO THIS RULE. ANY EXCEPTIONS OR CHANGES MUST BE IN WRITING AND SIGNED BY JEFFREY HIRSCHFELD, PRESIDENT OF CHAMPS TRADE SHOWS.
C. In the event of any and all legal disputes, the losing party will be responsible for the winning parties legal and court fees/costs.
D. If you are playing music at your booth it must be at a level as to not disturb the neighboring booths.
39. AMMENDUM TO THE ORIGINAL CHAMPS TRADE SHOWS EXHIBITOR AGREEMENT:
A. Please have one-person man your booth at all times. A reminder you must have one person in your booth by 10AM.
B. All exhibitors will be scanned upon entry between 10AM to 1030AM.
C. This addendum is being imposed to protect all your valuables.
40. CHAMPS TRADE SHOWS COVID-19 GUIDELINES (UPDATED SEPTEMBER 19TH 2020)
A. Masks checks plus temperature checks will be required and must be passed for each entry into the venue.
B. Masks must be worn by everyone at all times without exception. Masks will be made available for purchase if you forgot yours.
C. No smoking or vaping anywhere in the hall at any time.
D. Do not allow anyone to put their mouth on anything. Any product “used” by way of touching someone’s mouth must be sold or immediately and permanently removed from the show floor.
E. Maintain social distance requirements as best as possible of 6 feet.
F. Please clean your hands regularly.
THIS AGREEMENT WILL NOT BE EFFECTIVE UNTIL A COMPLETE PAYMENT FORM AND/OR ANY FORM OF PAYMENT IS RECEIVED. BY COMPLETING A PAYMENT FORM AND/OR SENDING ANY FORM OF PAYMENT, EXHIBITOR’S AGENT (S) AGREES THAT HE/SHE IS FULLY AUTHORIZED TO ENTER INTO THIS AGREEMENT AND BIND EXHIBITOR TO ITS TERMS. FURTHERMORE, EXHIBITOR’S AGENT(S) ACKNOWLEDGES THAT HE/SHE HAS FULLY REVIEWED AND UNDERSTOOD THIS AGREEMENT AND CONSULTED WITH LEGAL COUNSEL, OR WAIVED THE RIGHT TO CONSULT WITH LEGAL COUNSEL. THESE TERMS ARE NON-NEGOTIABLE AND ANY FAILURE TO COMPLY WITH THE TERMS LISTED ABOVE WILL BE A VIOLATION OF THIS AGREEMENT AND GROUNDS FOR IMMEDIATE REMOVAL FROM THE EVENT AND FORFEITURE OF ANY PAYMENT RECEIVED.