Emerald X – NBA Con Exhibit Space Agreement Terms and Conditions
1. Defined Terms: “Agreement” means, collectively, (i) the NBA Con Standard Exhibit Space Contract for the Event and any ancillary documents associated therewith, including any Exhibitor Service Manual and notice of booth space assignment provided by Emerald to Exhibitor, and (ii) these Terms and Conditions. In the event of any conflict among the terms of such documents, the terms of these Terms and Conditions shall prevail. “Event” collectively means, the event or events referred to above, on the previous or facing page, or in materials attached hereto, as organized by Emerald X, LLC (“Emerald”). “Facility” means the venue where the Event is held. “Exhibitor” means the company, organization, entity or person entering into this Agreement, as listed on the NBA Con Standard Exhibit Space Contract. “NBA” means the National Basketball Association and its teams. “NBAP” means NBA Properties, Inc. “NBPA” means National Basketball Players’ Association. “NBA Parties” means, collectively, NBA, NBAP and NBPA.
2. Agreement Acceptance and Eligibility: This Agreement becomes binding and effective when it has been manually signed by Exhibitor (if submitted in paper form), submitted electronically by Exhibitor after checking the “Agree” box on the electronic application form, or otherwise accepted by Exhibitor, and, in any event, acknowledged and agreed by Emerald in writing by delivering Exhibitor a booth space assignment confirmation or otherwise confirming in writing Exhibitor’s booth reservation. Emerald may refuse acceptance of any Event application for any or no reason. Eligibility to exhibit at the Event is generally limited to persons or entities that supply products and/or services relevant to the Event. Applicants may be required to submit a description of the nature of their business and the items to be exhibited. Emerald, and its respective successors and assigns, shall be authorized to rely upon (i) the signature of Exhibitor hereto on this Agreement (if manually signed) which is delivered by facsimile, email or PDF; or (ii) the electronic signature submitted by clicking the “Agree” box on the electronic application form or otherwise, as constituting a duly authorized, irrevocable, actual, current delivery of this Agreement with original ink signatures of each person and entity.
3. Payment: Upon this Agreement becoming binding, Exhibitor agrees to pay Emerald the fees, when due, according to the payment schedule stated in the NBA Con Standard Exhibit Space Contract or on the electronic application form. If this Agreement becomes binding after the last payment date stated on the payment schedule, Exhibitor must make payment in full immediately upon assignment of booth space. Emerald reserves the right to reassign booth space not fully paid for by Exhibitor after the last payment date stated on the payment schedule. If Exhibitor submits its application electronically, payment will be automatically charged and applied according to the payment schedule stated therein. Emerald has the right to charge Exhibitor a late fee of up to 1.5% per month, or the maximum amount allowable by applicable law, on all outstanding amounts owed by Exhibitor. Emerald reserves the right, in its sole discretion, to apply any or all payments made for the Event to any or all outstanding invoices owed to Emerald, including for ad insertions, sponsorships, booth space, or any other product or services offered by Emerald for which Exhibitor has a balance due. All fees paid by Exhibitor to Emerald are non-refundable except as specifically set forth herein. Exhibitor’s payment obligations shall survive any termination of this Agreement.
4. Term: This Agreement commences effective the date it becomes binding and effective per Section 2 and shall terminate upon the conclusion of the Event, including any move out activities following the Event, unless earlier terminated as stated herein.
5. Termination by Emerald: Notwithstanding anything herein to the contrary, Emerald may terminate this Agreement at any time, including during the Event whereby Emerald may evict Exhibitor from the Event, without a refund or liability to Exhibitor of any sort, and without a reduction in fees owed by Exhibitor to Emerald, and without limiting any other remedy Emerald may have: (i) if Exhibitor fails to make any payment required by this Agreement in a timely manner; (ii) upon any breach or threatened breach of this Agreement by Exhibitor; (iii) if Emerald, in its sole discretion, believes the Exhibitor’s exhibit is inappropriate for any reason, including, but not limited to, (a) if Exhibitor exhibits products different from what it stated in the application process, or under an undisclosed company or brand name, or exhibits products bearing the NBA Con name or logo or any other names, logos, or other proprietary designations or any other intellectual property or proprietary rights of the NBA Parties (collectively, “NBA IP”) without the NBAP’s or Emerald’s prior written consent or otherwise in violation of any brand guidelines concerning the NBAP IP (the “Brand Guidelines”), (b) otherwise fails to adhere to the Brand Guidelines or submit any of its merchandise, collectibles or other product for NBAP approval, or otherwise violates (or is alleged to violate) the terms of the Exhibitor Service Manual, (c) if Exhibitor exhibits products or displays promotional materials that Emerald, in its sole discretion, believes infringe the proprietary rights of a third party, or if Emerald becomes aware of any actual or alleged infringement of a third party’s proprietary rights by Exhibitor in connection with Exhibitor’s activities at the Event, in each case, including any NBAP IP, or (d) if Exhibitor exhibits products that Emerald reasonably believes Exhibitor is not authorized to exhibit; (iv) if Exhibitor, in Emerald’s opinion, fails to comply with the rules and regulations set forth by Emerald, the NBAP or Facility with respect to the Event, disrupts the Event or detracts from the general character of the Event or interferes in any way with another Event exhibitor or participant; (v) if Exhibitor has a direct or indirect partnership or other agreement with the NBA Parties, and such agreement expires or is terminated for any reason; or (vi) if Exhibitor becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute. Additionally, Emerald may terminate this Agreement for convenience at any time for any reason, and upon such termination, shall be liable only for the amount actually paid to Emerald by Exhibitor for renting exhibit space at the Event.
6. Termination and Reduction of Space by Exhibitor: Exhibitor may terminate this Agreement at any time by giving written notice thereof to Emerald, which termination is effective upon Emerald’s acknowledgment of receipt of such written notice. Exhibitor shall immediately take down all NBA IP, including, but not limited to any NBA trademarks from any platform or website owned or controlled by Exhibitor where applicable. Upon Exhibitor’s termination of this Agreement for any reason, Exhibitor may only be due a refund of any fees paid (less any expenses incurred by Emerald in connection with Exhibitor’s termination) if Exhibitor paid fees upfront and Exhibitor terminates the Agreement before such paid fees are due, payable, and non-refundable according to the payment schedule associated with the Event, as detailed in the NBA Con Standard Exhibit Space Contract or on the electronic application form. If Exhibitor submits payment by credit card, such credit card will not be charged for payments due after Exhibitor’s termination of the Agreement unless Exhibitor has an outstanding balance due to Emerald. Upon a termination by Exhibitor, all payments made by Exhibitor to Emerald shall be non-refundable, except for any payment amount that has not yet converted into a non-refundable payment (all according to the payment schedule associated with the Event, as detailed in the NBA Con Standard Exhibit Space Contract or on the electronic application form). If Exhibitor requests to reduce the size of its booth space after entering into this Agreement, Emerald may choose to reject or grant such request in its sole discretion, and Emerald may choose not to refund any non-refundable fees paid or reduce the fee payment obligation under the terms of the Agreement. Additionally, depending on remaining available space to be allocated for the Event, Emerald may require Exhibitor to change booth space location, orientation or configuration and to pay an additional fee (in addition to what is owed under the Agreement) for such alternate booth space and/or for costs associated with the move.
7. Cancellation of Event: If the Event is canceled due to circumstances beyond Emerald’s reasonable control (including acts of God, natural disasters, fire, epidemic, acts of war and terrorism, government action, labor strike or unavailability of Facility), Emerald shall refund to Exhibitor its booth space rental payment previously paid (less Exhibitor’s pro rata share of all costs and expenses incurred and committed by Emerald) in full satisfaction of all liabilities of Emerald and Facility owed to Exhibitor. Under all circumstances, Emerald reserves the right to postpone, rename or relocate the Event or change the Event dates. If Emerald changes the name of the Event, relocates the Event to another facility within the same geographic area, or changes the Event dates to dates that are not more than 30 days earlier or 30 days later than the originally scheduled dates, no refund will be due to Exhibitor, and Emerald shall assign to Exhibitor, in lieu of the original space, other space as Emerald reasonably deems appropriate, and Exhibitor agrees to accept such space under the terms of this Agreement. If Emerald elects to cancel the Event other than for a reason previously described in this paragraph, Emerald shall refund to Exhibitor its entire exhibit space rental payment previously paid, in full satisfaction of all liabilities of Emerald owed to Exhibitor. Exhibitor agrees that, except as expressly provided in this paragraph, it shall and hereby does waive any and all claims against Emerald, the NBA Parties and Facility for damages or compensation resulting from or relating to the cancellation, renaming, relocation or rescheduling of the Event.
8. Assumption of Risks; Release: Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with Exhibitor’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to or of any person (including death), property, business or profits. Exhibitor has sole responsibility for its property and any theft, damage or other loss to that property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Exhibitor shall insure its property against damage, loss and theft and agrees to not make any claims against Emerald, the NBA Parties or Facility for any loss unless due to the gross negligence or willful misconduct of Emerald or Facility. Neither Emerald nor Facility accepts any responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Emerald, the NBA Parties nor Facility, nor their respective affiliates, officers, directors, shareholders, agents, representatives, employees and assigns, shall be liable for, and Exhibitor hereby releases all of them from, and covenants not to sue any of them with respect to, any and all risks, losses, damages and liabilities, whether described in this Agreement or not, unless due to the gross negligence or willful misconduct of Emerald or Facility. Exhibitor understands and agrees that the Event stages “Rain or Shine” and Exhibitor receives no allowance of any sort due to weather conditions. Emerald makes no representations or warranties, express or implied, regarding the quality or character of the Event, including but not limited to the condition of the Facility, noise levels or other inconveniences or disruptions in or around the Facility; the number, nature or quality of persons or organizations who will exhibit at or attend the Event; or any other matter, except as explicitly set forth herein. Exhibitor hereby accepts the Facility and the contracted exhibit space AS IS, with all faults, and without any implied warranties of merchantability or fitness for a particular purpose. This section shall survive any termination of this Agreement.
9. Indemnification: To the fullest extent permitted by law, Exhibitor shall indemnify, defend (with legal counsel selected by Emerald) and hold Emerald, the NBA Parties and Facility, and their respective affiliates, officers, directors, shareholders, agents, representatives, employees, owners, governors, officials, successors and assigns (the “Indemnitees”), harmless from and against any and all claims, demands, suits, liabilities, damages, losses, judgements, costs, fees (including reasonable attorneys’ fees and collection costs) and expenses of any kind or nature, which result from or arise out of or in connection with: (i) Exhibitor’s participation or presence in or at the Event, including the display and sale of goods and services by Exhibitor; (ii) any breach by Exhibitor of any representations, agreements, covenants, promises or other obligations under this Agreement or any other contract, arrangement or agreement related to the Event, including but not limited to the Brand Guidelines; (iii) any matter for which Exhibitor is otherwise responsible under the terms of this Agreement or any other contract, arrangement or agreement; (iv) any violation by Exhibitor of any law or ordinance (whether alleged or actual), including the infringement of any patent, copyright, trademark, trade secret or other proprietary right of any third party (including NBAP IP); (v) any libel, slander, defamation or similar claim arising out of or relating to Exhibitor’s actions; and (vi) Exhibitor’s acts or omissions that result in damage, harm or injury (including death) to any person or property at the Event. This section shall survive any termination of this Agreement.
10. Insurance: Exhibitor shall, at its own expense, secure and maintain throughout the term of this Agreement, including Event move-in and move-out days, the following insurance with responsible third party insurance carriers (with an A.M. Best rating of at least A-/VII for Exhibitors insured with a domestic insurance carrier authorized to do business in the state where the Event is located, and with a carrier approved in advance by Emerald for Exhibitors insured with an international insurance carrier): (i) Workers’ compensation insurance in an amount as required by applicable law (for domestic Exhibitors); (ii) Comprehensive general liability insurance with limits not less than $1,000,000 per occurrence, $2,000,000 in the aggregate, combined single limit for broad form bodily injury and property damage, including coverage for personal injury, contractual liability coverage with respect to this Agreement, and operation of mobile equipment, premises, products/completed operations liability coverage, liquor liability (if applicable), and personal/advertising injury liability coverage; (iii) Automobile liability insurance with limits not less than $1,000,000 per occurrence, combined single limit for bodily injury and property damage, including coverage for owned, non-owned, leased and hired vehicles, including loading and unloading operators (if applicable); (iv) Umbrella Liability Insurance, with limits of at least $1,000,000 per occurrence and in the aggregate; and (v) Employers Liability/Stop Gap Liability Insurance with limits of at least $500,000 for each occurrence. The aforementioned insurance policies shall (a) name as additional insureds the Indemnitees and (b) be primary to any other valid and collectible insurance of Exhibitor and/or Emerald or Facility and shall be written on an occurrence basis. Claims made policies are not acceptable and do not constitute compliance with Exhibitor’s obligations under this paragraph. The coverage provided to the additional insureds shall not be limited to the negligence of Exhibitor. The insurance carrier shall have no right of recovery or subrogation against any additional insured. Copies of certificates of insurance, satisfactory to Emerald, shall be furnished to Emerald at least 30 days before the Event. Exhibitor may not be permitted to enter the Facility until these requirements have been met. Certified copies of the certificates of insurance shall provide that if any of the above-described policies are cancelled before the expiration date thereof, notice will be delivered to Emerald in accordance with policy provisions.
In addition, Exhibitor shall ensure that any Exhibitor-approved subcontractors or consultants (each, an “EAC”) maintain and provide evidence (prior to the commencement of any services) of commercially reasonable types and amounts of insurance based upon the services and/or products the EACs will be providing in connection with this Agreement or the Event. EACs providing professional services such as design, architectural, engineering or stamped drawings must maintain appropriate levels of professional liability insurance and submit evidence of such insurance to Emerald prior to commencement of the work.
11. Limitation of Liability: To the fullest extent permitted by law, under no circumstances shall Emerald, the NBA Parties or Facility, or their respective affiliates, officers, directors, shareholders, agents, representatives, employees and assigns, be liable to Exhibitor for any lost profits or any indirect or consequential damages, including, but not limited to, incidental, special or punitive damages whatsoever, whether or not such damages were reasonably foreseeable or whether or not a party has been advised of the possibility thereof. To the fullest extent permitted by law, in no event shall Emerald’s maximum liability to Exhibitor, under any circumstance, and regardless of the form of action, exceed the amount actually paid to Emerald by Exhibitor for renting exhibit space at the Event. The NBA Parties will have no liability to Exhibitor under this Agreement. This section shall survive any termination of this Agreement.
12. Compliance with Laws; Taxes and Licenses: Exhibitor agrees to abide by and observe all applicable federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Facility (including any applicable union labor work rules), the Event, and the NBA Parties, including any health and safety rules and regulations. Without limiting the foregoing, Exhibitor shall ensure that its exhibit space complies with the Americans with Disabilities Act and shall ensure the provision of auxiliary aids and services for its staff or attendees to enable effective communication with disabled Event participants. Exhibitors must comply with all applicable federal, state and local fire and safety regulations. Any exhibit space that does not pass inspection will be ordered closed until all identified hazards are corrected or removed. Without limiting the foregoing, Exhibitor shall follow, and shall implement policies to require each of Exhibitor’s personnel, including all EAC’s (collectively, “Personnel”), attending an Event site to follow any and all written health and safety policies and protocols as may be determined by Emerald or the NBA Parties acting reasonably and in good faith at all times during the Event. Exhibitor agrees to cause its Personnel at an Event site to provide such additional documentation as reasonably determined by Emerald or the NBA Parties to be necessary and to submit to the following, in each case at times, for periods of time and in the manner or method reasonably determined by Emerald or NBAP: (i) medical testing (and reporting of that testing to Emerald and the NBA Parties), (ii) any reasonable quarantine and/or isolation program, (iii) temperature and symptom monitoring and other health screening, and (iv) any rules relating to entry to, exit from and movement within the Event site (e.g., no entry into restricted areas determined by Emerald and the NBAP). Exhibitor will and will cause its Personnel accessing an Event site to report to Emerald or its designee any symptoms relating to COVID-19, and adhere to hand and respiratory best practices, applicable rules regarding physical distancing and use of masks or face coverings, and other public health guidelines or related Event site rules, whether communicated by Emerald, a Facility, or one of the NBA Parties.
Exhibitor shall be solely responsible for obtaining all licenses, permits or approvals under federal, state or local laws applicable to Exhibitor’s activities at the Event (and will provides copies thereof to Emerald upon Emerald’s request). Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, including any applicable sales taxes, license fees, use fees, royalties or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event. If advised by Emerald to ship merchandise to a specific location, Exhibitor will do so and will not permit the delivery of merchandise to the Facility.
13. Admission Badges: Admission to the Event is permitted only with official registration badges. Badges must be worn at all times, including during set-up and teardown. Badges are the property of Emerald and are non-transferable. Exhibitor badges will be issued in the quantity provided on the NBA Con Standard Exhibit Space Contract only. Exhibitor badges may not be ordered for or transferred to buyers or non-employees. Lost badges may incur a reprinting fee. PRE-SHOW HOURS ENTRY: Exhibitor personnel are allowed to enter the Event one hour prior to the Event opening each exhibit day. Any exhibitor requiring earlier entry must make prior arrangements with Emerald.
14. Assignment of Space; Exhibit Space Occupancy, Use and Departure: Exhibit space for the Event shall be assigned by Emerald in its sole discretion. Emerald reserves the right to change any aspect of the floor plan (including, but not limited to, size, shape and orientation) or to move Exhibitor to another similar size booth location prior to or during the Event for any legitimate reason, in Emerald’s reasonable discretion. Exhibitor may not assign, sublet, share or license all or any portion of its exhibit space with any third party, except with the prior written consent of Emerald and only if such third party expressly agrees to these Terms and Conditions. Emerald shall specify the hours and dates for installing, occupying and dismantling exhibits. If Exhibitor fails to begin installing its display in its assigned space at least 24 hours prior to the Event opening or leaves its space unattended at any time during published Event hours, Emerald shall have the right to take possession of the space and terminate this Agreement with no refund to Exhibitor. All exhibits must be open for business at all times during the Event. If Exhibitor, through circumstances beyond its reasonable control, is delayed in arrival or set-up, it must notify the appropriate Emerald contact immediately. Additionally, (i) all labor performed by contractors must be complete two hours prior to the published “Event Open Times” and no attendees may visit the booth prior to the Event Open Time; (ii) Exhibitor must vacate its booth by the posted move-out time listed in the Exhibitor Service Manual; (iii) no one under 18 years of age (or as required by the applicable Facility) shall be admitted on the show floor during move-in/out days of the Event; and (iv) no breakdown, dismantling of exhibit or sale and subsequent removal of exhibit merchandise is permitted before the Event officially ends. If Exhibitor violates subsection (iv) hereof, it will be assessed an early breakdown fee of $500 and may be denied booth space access at future events. Exhibitors that leave excessive materials in their booth space at the end of the published move-out time will be invoiced for labor costs to remove such materials and for any disposal charges. Unless approved in advance by Emerald in writing, Exhibitor is not permitted to engage in any retail, direct or display merchandise sales. Any sales that are permitted by Emerald must be made in compliance with retail sales tax regulations where the Event is being held.
15. Licenses; Reps, Warranties; Communications: Exhibitor grants to Emerald and the NBA Parties a fully paid, non-exclusive license to use, display and reproduce the name, trade names, product names and other proprietary property of Exhibitor in any directory (print, electronic or other media) listing exhibitors at the Event, and to use those items in Emerald’s and the NBA Parties’ promotional materials. Neither Emerald nor the NBA Parties shall be liable for any errors in any listings or descriptions or for omitting Exhibitor from any directory or other lists or materials. When Exhibitor provides Emerald any text, graphics, photos, videos or other material subject to copyright or other intellectual property protection (collectively, “Content”), Exhibitor grants Emerald and the NBA Parties a worldwide, non-exclusive, permanent, irrevocable, royalty-free license (with the right to sublicense) to use, reproduce, adapt, modify, distribute, publicly perform, publicly display, broadcast, make available, store and archive such Content (in whole or in part), utilizing any and all media now known or hereinafter devised. Exhibitor represents and warrants that: (i) the Content is owned by Exhibitor such that Exhibitor holds the copyright) or Exhibitor has the legal right and license to use the Content and to grant Emerald and the NBA Parties the right and license to use the Content as provided herein; (ii) neither Emerald nor the NBA Parties will need to obtain licenses or permissions from any third party or pay compensation or royalties to any third party with respect to the Content; (iii) the Content does not infringe any third party rights (including, but not limited to, copyright, the right of publicity or privacy, or any other intellectual property right), including any NBA IP; and (iv) the Content complies, and Exhibitor complies, with all applicable laws related to the subject matter herein, the Brand Guidelines and the Exhibitor Service Manual. Exhibitor understands and agrees that Emerald, the NBAP and representatives from various media may visit the Event and televise, videotape, photograph, write about or otherwise record the Event (including preparations therefore, products used in the connection with the Event and any participants at the Event) (“Recordings”) and use any such Recordings at any time for commercial, promotional or any other purpose without compensation. Exhibitor authorizes Emerald, the NBAP and such media representatives, including their licensees and assigns (collectively, the “Authorized Persons”) to make such Recordings and to create, reproduce, distribute, create derivative works, publicly perform, publicly display and otherwise use and permit others to use in any manner, the likeness of Exhibitor and its representatives (collectively, “Exhibitor Representatives”) appearing in any such Recordings, and all materials created by or on behalf of the Authorized Persons that incorporate the Recordings (or any portion thereof) on a perpetual basis throughout the world and in all forms, formats and media (which now or hereafter may exist) without any further approval required. Exhibitor, on behalf of itself and the Exhibitor Representatives, hereby (a) waives all rights to review or approve the Authorized Persons’ use of the Recordings and agrees that the Authorized Persons may exploit, edit or otherwise modify the Recordings, and combine the Recordings with materials furnished or created by others, without further approval or liability and (b) releases the Authorized Persons from any and all claims and demands arising out of the use of the Recordings, including claims for defamation, infringement of moral rights, copyright or trademark, violation of rights of privacy or publicity, intrusion, false light, public disclosure of private facts, physical or emotional injury or distress, or any similar claim or cause of action, in tort, contract or otherwise, now or hereafter known in any jurisdiction throughout the world. Exhibitor acknowledges that it is not authorized to telecast, radio broadcast or otherwise distribute accounts and descriptions of the Event, and the use of cameras and video cameras on the exhibit floor is strictly prohibited without the prior written consent of Emerald.
Exhibitor represents and warrants that, to the extent applicable, (x) any goods or services to be provided to Emerald and the NBA Parties by Exhibitor (including, but not limited to, materials or elements created or produced by Exhibitor) or otherwise exhibited, sold or distributed at an Event do not and will not violate or infringe any right of any person or entity; (y) Exhibitor will perform its activities related to each Event in a professional and diligent manner and will avoid any conflicts of interest in connection therewith; and (z) none of Exhibitor or its affiliates is subject to any investigation or sanctions initiated, conducted or enacted by any government or regulatory entity that would reasonably be expected to interfere with or limit its ability to participate in an Event or perform its obligations as set forth herein.
Exhibitor represents that neither it nor any of its subsidiaries: (I) is owned, controlled or managed by, and does not employ (A) any employee of an NBA Party, or (B) an immediate family member (defined as a spouse, romantic partner, or blood relative) of any employee of an NBA Party and (II has not offered or provided and will not offer or provide a financial or other personal benefit to an employee of NBA Party in connection with this Agreement.
By entering into this Agreement and providing contact information, including a telephone number, Exhibitor and its affiliates explicitly consent (to the extent such consent is required by law) to being contacted by or on behalf of Emerald and the NBAP for any purposes, including but not limited to, sales, marketing, promotional offers and customer care, and by any means, including by using pre-recorded voices or an automated dialing or texting system, regardless of whether the phone number appears on the National Do-Not-Call Registry (or state equivalent) as of the date of this Agreement. Exhibitor agrees to participate in any reasonable surveys and assessments with respect to the Event conducted by or on behalf of Emerald. For clarity, Exhibitor does not need to enter into this Agreement to purchase any goods or services from Emerald.
16. Contractor Services: Emerald has contracted, on an exclusive basis, with official contractors to provide certain services for the Event. Service companies other than the official contractors will not be allowed to perform any of these exclusive services. Non-exclusive services may be performed by EACs within certain guidelines. Please refer to the Exhibitor Service Manual for a listing of exclusive services and EAC guidelines.
17. Character of Displays; Use of Aisles and Common Areas; Sound, Safety: Unless approved in advance by Emerald in writing, distribution of samples, printed matter of any kind, and any promotional material is restricted to the exhibit booth and is subject to the Brand Guidelines and Exhibitor Service Manual. Strolling entertainment or moving advertisements outside of Exhibitor’s exhibit space are prohibited. All exhibits shall display products or services in a tasteful manner. The aisles, passageways and overhead spaces remain strictly under the control of Emerald and no signs, decorations, banners, advertising material or special exhibits will be permitted in such areas except by written permission of Emerald. All booth equipment (i.e., tables, chairs, displays, etc.) must not protrude into the aisles under any circumstance. Balloons and stickers (including handouts with gummed backing that adhere or cause adhesion) are prohibited in the exhibit area and Facility. Exhibits must be arranged so that show attendees do not stand in the aisle while viewing the exhibit or watching demonstrations. The use of devices for mechanical reproduction of sound or music may or may not be permitted in Emerald’s sole discretion. Sound of any kind must not be projected outside of Exhibitor’s exhibit space. Exhibitor is responsible for acquiring any necessary license to play music or otherwise utilize third party materials subject to copyright or other protections. Exhibitor is specifically prohibited from employing any carnival-type attraction or from operating noise-creating devices such as bells, horns or megaphones.
No weapons are permitted at the Event. No drones permitted at the Event. No hazardous materials (e.g. open flames) are allowed except as permitted by/consented to by Emerald in writing and in designated areas. Violators may be reported to local authorities. All Exhibitors must have fire extinguishers.
18. Alcohol/Parties/Organized Gatherings: Exhibitors must inform Emerald in advance of any intent to host a gathering that includes the distribution of alcohol at the Event, obtain a permit from the appropriate alcohol regulatory commission, and provide a copy of such permit to Emerald at least 48 hours in advance of the proposed gathering. Exhibitors must strictly comply with all applicable alcohol beverage regulations, including without limitation ensuring that all attendees are of legal drinking age. Exhibitors are strictly prohibited from selling any alcohol beverage and from entering into sponsorship arrangements with any alcohol beverage producer, importer or distributor. Failure to comply with any of the foregoing will be considered illegal and dealt with by appropriate law enforcement and shut down immediately. No distribution of alcohol beverages is permitted at the Event except in compliance with the foregoing.
19. Outside Exhibits/Hospitality Suites: Exhibitor is prohibited, without Emerald’s prior written approval, from displaying products or services, and/or other advertising material, in areas outside its booth space such as, but not limited to, aisles, parking lots, hotel lobbies, lounges, corridors, sleeping rooms, etc. Exhibitor is also prohibited from conducting unauthorized Facility tours. Exhibitor shall not operate hospitality functions or conduct other activities that may interfere with Event attendance during hours in which the Event is open or when any Emerald-sponsored or NBA Party-sponsored activities are being held. All requests for a hospitality suite or public function space must be made through Emerald. If Exhibitor fails to occupy its exhibit space for any reason during official Event hours, Emerald reserves the right to notify the applicable venue to cancel any hospitality space and/or hotel guest rooms under Exhibitor’s name, but Exhibitor shall remain liable for such hotel or applicable venue fees.
20. Freight Shipment: Exhibitor should use the shipping labels provided by Emerald for the Event to ensure proper shipment and identification of freight to the Event. Shipments made in advance to the authorized Event contractor, as per instructions in the Exhibitor Service Manual, will be delivered to Exhibitor’s booth. At the close of Event, if Exhibitor desires to arrange shipment of its exhibit materials by its own carrier, it should submit a bill of lading for pick-up and inform Event’s authorized contractor of its arrangements. If the pick-up does not occur within a reasonable time, the authorized contractor may take the shipment to the contractor’s warehouse at Exhibitor’s own risk and expense.
21. Disputes: Any and all disputes or claims arising out of or relating in any way to this Agreement, any Event, and/or any services provided or representations made by Emerald will be resolved in binding arbitration by a single neutral arbitrator, rather than in court. This includes any disputes or claims concerning any prior event or agreement between the same parties or affiliated parties. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court and must follow and enforce the Agreement and these Terms and Conditions as a court would. Arbitrations will be conducted by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules, which are available at www.adr.org. If Exhibitor commences an arbitration, Exhibitor will be responsible for filing fees and arbitrators’ fees as set forth in the AAA rules. To commence an arbitration, Exhibitor must send written notice to Emerald attn.: Legal Department, 100 Broadway, 14th Floor, New York, NY 10005, and to the AAA, fully describing any and all claims. If Emerald commences arbitration against Exhibitor, Emerald will be responsible for filing fees and may provide written notice to Exhibitor at any physical or email address Exhibitor provided in connection with this Agreement. If an in-person hearing is required by the AAA rules or the arbitrator, the hearing will take place in New York County, NY, except as otherwise agreed by the parties or ordered by the arbitrator. An arbitration award may be enforced by any court with competent jurisdiction. Any and all proceedings to resolve claims or disputes will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration the parties waive any right to a jury trial. This section shall survive any termination of this Agreement.
22. Governing Law: This Agreement is governed by and shall be construed in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to principles of conflicts of laws. To the extent that any claim or dispute proceeds in court rather than in arbitration, Exhibitor hereby submits to the jurisdiction of the federal and state courts located in New York County, NY, and waives all objections to venue or inconvenient forum, and any right to assert lack of personal jurisdiction. This section shall survive any termination of this Agreement.
23. Miscellaneous: This Agreement does not create any joint venture, partnership, agency or employment relationship between the parties. Emerald and Exhibitor are independent contractors with respect to one another under the terms of this Agreement. Neither party shall have the authority to legally bind the other party to any contract, proposal or commitment or to incur any debt or create any liability on behalf of the other. Exhibitor shall not assign or otherwise transfer this Agreement or any right or obligation hereunder to any other party without the prior written consent of Emerald; any attempted assignment in violation of this provision is null and void. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of Emerald and a signed waiver shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of Emerald to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. Failure or delay by Emerald to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This Agreement represents the entire agreement between Emerald and Exhibitor relating to the subject matter contained herein and supersedes any prior written or oral understandings, agreements or representations by or between Emerald and Exhibitor relating to the subject matter contained herein. Any amendment to this Agreement must be in writing and signed by an authorized representative of Emerald. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, consistent with the intent of the parties as of the Effective Date. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Exhibitor represents and warrants that the party executing this Agreement on behalf of Exhibitor is duly authorized to act on behalf of Exhibitor and to execute this Agreement and legally bind Exhibitor to the terms contained herein. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email of scanned copies, pdf or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The parties intend this statement of their agreement to constitute the final, complete, exclusive and fully integrated statement of the parties’ agreement. This section shall survive any termination of this Agreement.
24. Vending: To sell products directly at the Event, Exhibitors may be required to acquire a seller’s permit, sales tax license, or special permits due to the nature of the product for the state in which the Event is located. These permits and licenses are the responsibility of the Exhibitor. Food and drink may not be sold (unless Exhibitor is a registered food vendor for the Event, and only then in compliance with all requirements of Emerald and the Facility relating thereto). All goods or services sold at the Event should conform to current trading standards legislation. No gaming such as raffles or any other games of chance are permitted except by special permit. Any fundraising is done solely through Emerald’s own permitted charity program.