HottyToddy.com Holiday Marketplace | 2017 Agreement

****Below is the Agreement for Exhibition Space at the HottyToddy.com Holiday Marketplace 2017 (the “Event”). By clicking on the “I agree” box below, you acknowledge, understand and agree that the Agreement below shall be binding upon you as an exhibitor at the Event if you are selected to participate in the Event and Hotty Toddy News receives the required payment for you to reserve an exhibit booth at the Event.****

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Agreement for Exhibition Space at the HottyToddy.com Holiday Marketplace 2017

 

  1. Defined Terms: “Agreement” means this agreement for the Event (as defined herein) and any ancillary documents associated therewith and delivered through any means at any time to Exhibitor by Hotty Toddy News In the event of any conflict among the terms of such documents, this Agreement shall prevail. “Event” means the HottyToddy.com holiday marketplace scheduled to take place on December 2, 2017 from 8 a.m. Central Time to 4 p.m. Central Time at The Jefferson Oxford, as organized by Hotty Toddy News. “Facility” means the venue where the Event is held. “Exhibitor” means the person listed as the “Name of Exhibitor” on the ZAPP Application completed for the Event.

  2. Agreement Acceptance and Payment: This Agreement becomes binding and effective if (i) Hotty Toddy News delivers written notice to Exhibitor that Exhibitor has been selected to participate in the Event and (ii) Hotty Toddy News receives payment of the amount required for Exhibitor to use an exhibit booth at the Event, as described in the ZAPP Application completed by Exhibitor.  This Agreement shall terminate upon the conclusion of the Event, including any move out activities following the Event, unless earlier terminated as stated herein.

  3. Termination by Hotty Toddy News: Notwithstanding anything herein to the contrary, Hotty Toddy News may terminate this Agreement at any time, including during the Event, for any reason without a refund or liability to Exhibitor of any sort, and without a reduction in fees owed by Exhibitor to Oxford Horizons, and without limiting any other remedy Hotty Toddy News 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 Hotty Toddy News, 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 a different company or brand name, (b) if Exhibitor exhibits products or displays promotional materials that Hotty Toddy News, in its sole discretion, reasonably believes infringe the proprietary rights of a third party or if we are informed that Exhibitor has been accused by a third party of infringement, or (c) if Exhibitor exhibits products that Hotty Toddy News reasonably believes Exhibitor is not authorized to exhibit; or (iv) 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, Hotty Toddy News 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 Hotty Toddy News by Exhibitor for use of exhibit space at the Event.  Upon termination of this Agreement during the Event as described in Section 3, Hotty Toddy News has the right to remove any exhibit, display or part thereof without liability or responsibility to Exhibitor.

  4. Termination by Exhibitor: Exhibitor may terminate this Agreement at any time by giving written notice thereof to Hotty Toddy News, which termination is effective upon Hotty Toddy News' acknowledgment of receipt of such written notice.  If Exhibitor terminates this Agreement, the full amount of the booth space payment previously paid by Exhibitor shall be forfeited to Hotty Toddy News. If Exhibitor requests to reduce the size of its booth space after entering into this Agreement, Hotty Toddy News may choose to reject or grant such request in its sole discretion, and Hotty Toddy News may not refund any fees paid or reduce the fee payment obligation under the terms of the Agreement.  

  5. Cancellation of Event: Subject to the termination provisions contained herein, if Hotty Toddy News cancels the Event, or the Event is cancelled or not held, for any reason, including as a result of force majeure, Hotty Toddy News shall refund to Exhibitor its booth space payment previously paid, minus a share of costs and expenses incurred by Hotty Toddy News in connection with the production of the Event.  Additionally, Hotty Toddy News reserves the right to postpone, rename or relocate the Event or change the Event dates.  If Hotty Toddy News 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, no refund will be due to Exhibitor, and Hotty Toddy News shall assign to Exhibitor, in lieu of the original space, other space as Hotty Toddy News deems appropriate, and Exhibitor agrees to accept such space under the terms of this Agreement.

  6. 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 of Exhibitor, whether caused by or resulting from acts of Hotty Toddy News, Facility, any Event participants, including exhibitors and invitees, God, including weather conditions, or otherwise. 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.  Hotty Toddy News or Facility may utilize personnel to regulate the flow of attendees at the Event, but such personnel are not security guards.  Exhibitor shall insure its property against damage, loss and theft and agrees to not make any claims against Hotty Toddy News or Facility for any loss.  Neither Hotty Toddy News nor Facility accepts any responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Hotty Toddy News 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.  Exhibitor understands and agrees that the Event stages “Rain or Shine” and Exhibitor receives no allowance of any sort in the event of bad weather.  Hotty Toddy News makes no representations or warranties, express or implied, regarding the success of the Event, including the number of persons who will attend the Event, or regarding any other matter, except as explicitly set forth herein.  This section shall survive any termination of this Agreement.

  7. Indemnification: Exhibitor shall indemnify, defend (with legal counsel satisfactory to Hotty Toddy News) and hold Hotty Toddy News and Facility, and their respective affiliates, officers, directors, shareholders, members, managers, agents, representatives, employees and assigns, harmless from and against any and all claims, demands, suits, liabilities, damages, losses, costs, fees (including attorneys’ fees and collection costs) and expenses which result from or arise out of or in connection with: (a) Exhibitor’s participation or presence in or at the Event, including the sale of merchandise sold by Exhibitor; (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under this Agreement or any other contract, arrangement or agreement related to the Event; (c) any matter for which Exhibitor is otherwise responsible under the terms of this Agreement or any other contract, arrangement or agreement; (d) any violation or infringement (or claim of violation or infringement) by Exhibitor of any law or ordinance or of the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; (e) any libel, slander, defamation or similar claims arising out of or relating to Exhibitor’s actions; (f) Exhibitor’s acts that result in damage, harm or injury (including death) to anyone or their property at the Event; and (g) any and all loss of or damage to property or the business or profits of Exhibitor.  This section shall survive any termination of this Agreement.

  8. Insurance: Exhibitor shall, at its own expense, secure and maintain throughout the term of this Agreement, including move-in and move-out days, the following insurance with responsible third party insurance carriers: (a) workers’ compensation insurance in an amount as required by applicable law and (b) 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.  The CGL insurance policies shall (i) name as additional insureds Hotty Toddy News and each of its subsidiaries, affiliates, officers, directors, employees, agents and representatives and (ii) be primary to any other valid and collectible insurance of Exhibitor and shall be written on an occurrence basis.  Copies of additional insured endorsements, primary coverage endorsements, and certificates of insurance, satisfactory to Hotty Toddy News, shall be furnished to Hotty Toddy News within ten (10) days of written request.  Certified copies of the certificates of insurance shall provide that they may not be cancelled without 30 days’ advance written notice to Hotty Toddy News.

  9. Limitation of Liability: Under no circumstances shall Hotty Toddy News or Facility, or their respective affiliates, officers, directors, shareholders, agents, representatives, employees and assigns, be liable 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. In no event shall Hotty Toddy News' maximum liability to Exhibitor, under any circumstance, exceed the amount actually paid to Hotty Toddy News by Exhibitor for renting exhibit space at the Event.  This section shall survive any termination of this Agreement.

  10. Compliance with Laws; Taxes and Licenses: Exhibitor agrees to abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Facility (including any union labor work rules).  Without limiting the foregoing, Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act.  Exhibits must meet all required fire regulations; those that do not pass inspection will be ordered closed until all fire hazards are corrected or removed.  Exhibitor shall be solely responsible for obtaining all licenses, permits or approvals under federal, state or local laws applicable to its activities at the Event.  Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all 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 Hotty Toddy News to ship merchandise to a specific location, Exhibitor will do so and will not permit the delivery of merchandise to the Facility. 

  11. Assignment of Space; Exhibit Space Occupancy, Use and Departure: Exhibit space for the Event shall be assigned by Hotty Toddy News in its sole discretion. Hotty Toddy News reserves the right to change the floor plan or to move Exhibitor to another similar size booth location prior to or during the Event for a legitimate reason, in Hotty Toddy News’ discretion.  Exhibitor may not sublet, share or license all or any portion of its exhibit space.  Hotty Toddy News shall specify the hours and dates for installing, occupying and dismantling exhibits.    All exhibits must be open for business at all times during the Event and all exhibits must be attended at all times during the Event by a representative from Exhibitor.  If Exhibitor leaves its space unattended at any time during the Event, Hotty Toddy News shall have the right to take possession of the space and terminate this Agreement with no refund.  If Exhibitor, through circumstances beyond its reasonable control, is delayed in arrival or set-up, it must notify the appropriate Hotty Toddy News contact immediately. Exhibitors will not be permitted to dismantle their exhibits, or do any packing prior to the official closing hour of the show and then only after all visitors have left the exhibit floor. Any exhibit merchandise or personal property remaining at the Facility after expiration of the time for removal shall become the property of Oxford Horizons and shall be sold and/or disposed of by Hotty Toddy News without further liability or responsibility to Exhibitor.  The use of cameras and video cameras on the exhibit floor is strictly prohibited without the prior written consent of Hotty Toddy News.

  12. Licenses; Communications: Exhibitor grants to Hotty Toddy News a fully paid, perpetual, 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 Hotty Toddy News’ promotional materials.  Hotty Toddy News shall not be liable for any errors in any listings or descriptions or for omitting Exhibitor from any directory or other lists or materials.  Hotty Toddy News may also take photographs of Exhibitor’s booth space, products, guests and personnel during, before, or after the Event, and use those photographs for any promotional purpose.  Hotty Toddy News hereby grants to Exhibitor a limited, non-exclusive license to use, display and reproduce the name of the Event (the “Mark”) solely and directly in connection with exhibiting at the Event.  Unless Exhibitor receives Hotty Toddy News’ prior written consent, Exhibitor may not use the Mark in any other way, including but not limited to, on party invitations, for special events or on marketing materials.  This limited license expires at the conclusion of the Event.  Hotty Toddy News may terminate this license immediately at any time for any reason or no reason.  

  13. Character of Displays; Use of Aisles and Common Areas; Sound: Distribution of samples, printed matter of any kind, and any promotional material is restricted to the exhibit booth.  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 Hotty Toddy News and no signs, decorations, banners, advertising material or special exhibits will be permitted in such areas except by written permission of Hotty Toddy News.  All booth equipment (i.e., tables, chairs, displays, etc.) must not protrude into the aisles under any circumstance.  Balloons and stickers are prohibited in the exhibit area and Facility; handouts with gummed backing that adhere or cause adhesion are considered stickers.  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 Hotty Toddy News’ sole discretion.  Sound of any kind must not be projected outside of Exhibitor’s exhibit space.  Exhibitor is specifically prohibited from employing any carnival-type attraction, animal or human, or from operating noise-creating devices such as bells, horns or megaphones. 

  14. Outside Exhibits: Exhibitor is prohibited, without Hotty Toddy News’ 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, parking lots, lounges, corridors, etc.  

  15. Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of Mississippi as applied to contracts entered into and to be performed within Mississippi.  Exhibitor hereby submits to the jurisdiction of the federal and state courts located in Lafayette County, Mississippi, which shall constitute the exclusive venue for the resolution of any and all disputes involving the parties or arising out of, connected with or related to this Agreement or the breach of any provision of this Agreement.  Exhibitor waives all objections to venue in the Mississippi courts and all inconvenient forum objections, and any right to assert lack of personal jurisdiction.  This section shall survive any termination of this Agreement.

  16. Miscellaneous: 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 Hotty Toddy News.  No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of Hotty Toddy News.  Failure or delay by Hotty Toddy News 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 Hotty Toddy News and Exhibitor relating to the Event and supersedes any prior written or oral understandings, agreements or representations by or between Hotty Toddy News and Exhibitor relating to the Event.  Any amendment to this Agreement must be in writing and signed by an authorized representative of Hotty Toddy News.  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. The parties hereto are not partners or joint venturers with each other. Nothing herein shall be construed as to make them such partners or joint venturers with respect to each other or impose any liability as such on either party. Nothing in this Agreement is intended or will be construed to confer upon or give to any party other than the parties to this Agreement any rights or remedies under or by reason of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  A signed copy of this Agreement delivered by facsimile, e-mail of scanned copies 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.