1. DEFINITIONS. “Sponsor” means the applicant identified on the front hereof; (b) “Show” means the specific expositions or conferences identified on the front hereof; (c) “Show Management” means Cutie Con and their respective agents, employees and affiliates; (d) “Hall Management” means the owner or manager of the facility in which the Show is conducted, and its employees and agents; and (e) “Hall” means the facility in which the Show is conducted.
2. AGREEMENT. This application, when properly executed by Sponsor and upon written acceptance by Show Management, shall constitute a valid and binding Agreement. Show Management reserves the right to accept or refuse any application for participation in the Show in its sole discretion. Show Management reserves the right to interpret this Agreement and to adopt further regulations as may be deemed necessary by it for the general success of the Show, including the conditions, rules and regulations stated herein and in the Exhibitor Contract, to which Show Management is or will be a party, all of which are made a part hereof as though fully incorporated herein, and the Sponsor agrees to be bound thereby.
3. COMPLIANCE. The Sponsor agrees to comply with all rules, regulations and policies of the Hall and of Show Management and as may be adopted by Show Management.
4. PAYMENT TERMS. Fifty percent (50%) of the total sponsorship fee is due with Agreement. The remaining balance is due and payable upon thirty (30) days of receipt of Agreement, or at least one week prior to the start of the Show, whichever occurs first. Agreements submitted less than thirty (30) days prior to the date of the Show must be submitted with full payment. Fees must be paid in full prior to the set-up of any Sponsorship Opportunity at the Show. In the event Sponsor fails to make any payments as contemplated herein, Sponsor shall be deemed in default, and Show Management shall have the right to retain Sponsor’s deposit and all monies paid as Sponsor’s non-exclusive remedy, thereby reserving any and all rights under law including, without limitation, Show Management’s right to collect the full amount set forth on the front hereof. Sponsor shall remain liable for the full balance under the terms of the Agreement together with all costs of collection including, but not limited to, all reasonable attorneys’ fees, court costs and interest. In the event of default by Sponsor, Show Management shall have the right, but not the obligation, to license the subject Sponsorship to another Sponsor prior to the Show without in any way releasing said Sponsor from any liability hereunder. In the event Show Management is able to resell the Sponsorship Opportunity, Show Management in its discretion may reimburse Sponsor on a pro-rata basis on any amount paid in, less any and all legitimate expenses incurred, such as but not limited to rent, advertising, salaries, operating costs, etc.
5. CANCELLATION. In the event Sponsor seeks to cancel this Agreement for Sponsorship, Sponsor acknowledges that Show Management would be harmed and suffer loss and that it would be difficult to determine the precise value for or amount of that harm. All cancellations by Sponsor must be in writing, by certified mail, return receipt requested. The date of cancellation shall be the postmark date on the notice. If Sponsor cancels, Sponsor agrees to pay on demand to Show Management the amounts set forth as agreed upon in the Sponsorship Form if not previously paid by Sponsor. Such payment shall be liquidated damages and not a penalty, and the parties agree that such amounts constitute a reasonable provision for liquidated damages. If such notice is received by Show Management at least one week prior to the published Materials Due deadline, and before the date payment is due, then one half (50%) of the total fee shall be due to Show Management. If such cancellation notice is received by Show Management less than one week prior to the published Materials Due deadline, or after the date payment is due, then the total fee (100%) shall be due to Show Management. In addition, any cancellation or failure by Sponsor hereunder may, in Show Management’s sole discretion, result in partial or complete forfeiture of Sponsor’s rights under Sponsor’s Show Exhibitor Agreement.
6. USE OF TRADEMARKS. Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the power and authority to grant, and does hereby grant to Show Management a nonexclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to Sponsor (the ”Sponsor Marks”) solely in connection with the promotion, marketing and distribution of the parties in accordance with the terms hereof, provided, however, that Show Management shall, other than as specifically provided for in this Agreement, not make any specific use of any Sponsor Mark without first submitting a sample of such use to Sponsor and obtaining its prior consent, which consent shall not be unreasonably withheld. The foregoing license shall terminate upon the effective date of expiration of this Agreement.
7. ENTIRE AGREEMENT. The terms of this agreement may not be modified, except by written Agreement, signed by both parties.
8. INDEMNIFICATION. Sponsor shall indemnify and hold harmless Show Management, the Hall, Hall Management, and their respective directors, officers, employees, agents, and independent contractors, from and against any and all claims, causes of action, damages or costs (including reasonable attorneys’ fees) to the extent resulting from the actual or alleged negligence, misconduct or breach of warranty or covenant by Sponsor, or its employees, independent contractors, additional sponsors or agents. The foregoing indemnification obligations will survive any termination of this Agreement.
9. INSURANCE. Sponsor agrees to maintain adequate insurance to fully protect Show Management, the Hall, Hall Management, and their respective affiliates, officers, directors, employees, agents and representatives, from any and all claims, which may arise in connection with 1) Sponsor’s breach of any material term of this Agreement or any statutory, regulatory or common law obligation; 2) liabilities or obligations, or any third party claims (including, without limitation, personal injury, death or property damage, including with respect to products and completed operations; and 3) any public relations, promotional or other material furnished by or on behalf of Sponsor unless such material was modified by Show Management and such modification is direct cause of such claim. These coverages must be evidenced by a Certificate of Insurance with a 30-day notice of cancellation provision to the holder. The certificate must name Cutie Con, Show Management, the Hall and Hall Management as additional insureds and be provided to Show Management at least 30 days before the Show’s opening date.
10. SPONSORSHIP APPROVAL. All Sponsorship Opportunities are subject to approval by Show Management. Show Management reserves the right to restrict promotion which, because of noise, method of operation, materials or for any other reason become objectionable, and also to prohibit or to remove any promotion which, in its opinion, may detract from the general character of the Show. This reservation includes persons, things, conduct, printed matter and anything of character which Show Management determines is objectionable. In the event of such restriction or removal, Show Management shall not be liable for any refunds or other promotion expenses. No animals may be offered or displayed as a part of the promotion.
11. FORCE MAJEURE. Show Management is not liable for delays in delivery and/or non-delivery as the result of an Act of God, action by any government or quasi-government entity, fire, flood, insurrection, riot, explosion, embargo, strikes, whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition beyond the reasonable control of Show Management affecting the production or delivery in any manner.
12. DAMAGES. Under no circumstances will Show Management be liable for loss of profits or other incidental or consequential damages for any of its acts or omissions whatsoever whether or not appraised with the possibility of likelihood of such lost profits or damages.
13. RELATIONSHIP OF PARTY. The Parties are acting herein as independent contractors. Nothing herein contained will create or be construed as creating a partnership, joint venture or agency relationship between the parties and no party will have the authority to bind the other in any respect.
14. TAXES. Sponsor shall be solely responsible for the payment of any and all taxes and duties imposed on Sponsor in connection with any and all Shows.
15. PARTICIPATION. Participation in any Sponsorship Opportunity is contingent on Sponsor exhibiting at Cutie Con.
16. CHOICE OF COMPANY LOGO. Choice of company logo or name (in fulfilling the Sponsorship Features) is at the complete discretion of Show Management.
17. SPONSORSHIP MATERIALS APPROVAL. In order to protect the integrity of the show’s look and feel; Show Management retains complete control over the design of all materials produced to fulfill the Sponsorship Features. All sponsorships remain the property of Show Management and will include the Show name / logo and Show dates at the complete discretion of Show Management.
18. SEVERABILITY. If any term of this Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. This Agreement shall be binding upon the heir and successors of the Sponsor.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between Sponsor and Show Management concerning Sponsorship Opportunities, and is expressly conditioned upon Sponsor’s full performance of its Exhibit Space License Agreement, including, but not limited to actual participation.
20. ASSIGNMENT. This Agreement cannot be assigned, in whole or in part, without the written approval of Show Management. Show Management may assign this Agreement without the prior written consent of Sponsor.
21. COSTS, EXPENSES AND ATTORNEYS’ FEES. If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses, and attorneys’ fees (including all related costs and expenses) incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
22. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of New York.
23. EXHIBITOR AGREEMENT. All rules and regulations of all applicable exhibitor agreements and related materials are hereby incorporated into this Agreement.
24. ERRORS AND OMISSIONS. Sponsor agrees that Show Management will not be liable in the event of any errors or omissions in the Show’s directory, sponsorship materials, or related materials.
25. PERMISSIONS. Exhibitor consents and agrees to receive (i) facsimile advertisements sent by or on behalf of Show Management to the facsimile number provided (ii) telephone solicitations initiated by or on behalf of Show Management and directed to the telephone number provided above and (iii) commercial electronic mail messages sent by or on behalf of Show Management, its affiliates, lines of business and divisions.
26. NOTICES. Any notice required under this Agreement will be in writing and sent to the appropriate address listed in the contact information, or to such other address as may be provided by either party from time to time, and, in the case of Show Management, with a copy to Gorge International Inc. - 388 Bridge St. #32G Brooklyn, NY 11201. Notices will be sent by certified mail, registered mail or reputable overnight courier, return receipt requested, and will be effective when received.