Vendor Terms & Conditions
1. DEFINITIONS
(a) “Vendor” means the applicant identified on the front hereof; (b) “Show” means specific expositions or conferences identified on the front hereof; (c) “Show Management” means American Kennel Club, Inc. and its respective agents, employees, affiliates, volunteers, and assigns; (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 Agreement, when properly executed by Vendor and upon written acceptance by Show Management, shall constitute a valid and binding license 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 the Vendor agrees to be bound thereby. This invitation applies to this show only and does not, in any way, grant or imply future invitations. Failure to provide all of the information required will result in the cancellation of this agreement. If your response is not made in a timely manner and/or your products/services sold or promoted are in conflict with show standards or contractual agreements, this invitation can be revoked at any time.
3. COVID PROTOCOLS.
As a condition of being allowed to enter the Hall, Vendor, Vendor’s employees, agents, guests and volunteers will fully comply with: (i) any health and safety protocols and mitigation measures implemented by the Show Management and/or Hall Management; and (ii) all local, state and federal requirements, each of (i) - (ii) as amended from time to time (collectively, the “COVID-19 Protocols”). If Vendor, Vendor’s employees, agents, guests and/or volunteers test positive for COVID-19 or are exposed to someone who has tested positive for COVID-19, Vendor agrees to notify the Show Management promptly and before reentering the Hall.
4. USE OF SPACE
Show Management reserves the right to decline, prohibit or expel any exhibit, or item or feature thereof which, in its judgment, is inappropriate or out of keeping with the character of the Show, this reservation being all inclusive as to persons, things, printed matter, product, conduct, sound level, and the like. Vendor shall not bring in any food or beverage items into the Hall to be consumed, sold or given away. Show Management reserves the right to select the type of merchandise that may be sold at the Show and limit the number of vendors with related items. Vendor agrees to change the wording of any sign determined by Show Management not to be in the best interest of the Show. Balloons are prohibited. Neon or other gas-based signs are prohibited. Noisy or obstructive exhibits or activities producing objectionable noise or odors are prohibited. Sound amplifying devices may be operated only at levels not objectionable to other Vendors. Distribution of advertising material and solicitations of any sort shall be restricted to the Vendor’s booth. Vendor’s exhibit or products may not extend beyond the limits of the Vendor’s booth and no part of any exhibit or product may extend into any aisle. No Vendor shall arrange its exhibit so as to obscure or prejudice adjacent Vendors, as determined by Show Management. All demonstrations by Vendor must be located so that assembled crowds are within the Vendor’s space and not blocking any aisle or neighboring exhibits. No Vendor shall assign or sublet or share any part of its assigned space without the consent of Show Management in writing. Any space not occupied by Vendor at the time set for completion of installation of displays will be reassigned at the discretion of Show Management, in which case all amounts paid or payable by Vendor will be forfeited unless special arrangements have been approved in writing by Show Management. Vendor agrees to keep its exhibit open and staffed at all times during the Show hours.
5. Protection of Personal Information; PCI Compliance
Vendor shall implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to or publication of any data collected from attendees, including without limitation, any information of an individual person that can be used to identify that person and that is protected by law, such as name, street address, email address, or phone number (“Personal Information”). Vendor shall implement processes and maintain procedures designed to comply with all applicable laws (“Applicable Laws”) and data security obligations with respect to Personal Information, including without limitation, to the extent applicable, (i) the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council and any applicable laws enacted by an EU member state implementing the requirements of the regulation;(ii) the Australian Privacy Act 1988 and National Privacy Principles; (iii) the Canadian Personal Information Protection and Electronic Documents Act; (iv) California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. and implementing regulations; (v) Colorado Privacy Act, CO Rev. Statutes §§ 6-1-1301 (effective 7/1/2023); and (vi) any amendments and successors to the aforementioned privacy laws, or any newly enacted laws regarding privacy. Vendor is exclusively responsible for compliance with Applicable Laws with respect to all Personal Information collected from attendees and shall indemnify and hold Show Management and Hall Management harmless from and against any all claims or liabilities arising from any violation or alleged violation of the Applicable Laws arising from exhibitor’s participation in the Exhibition. To the extent that exhibitor accepts, processes, or handles any merchant, credit, or payment card, exhibitor represents that it will do so in full compliance with the Payment Card Industry Data Security Standard (PCI DSS) promulgated by the PCI Security Standards Council. All processing, transmission, storage or cardholder data shall be in compliance with PCI DSS. The vendor is exclusively responsible for compliance with PCI DSS and shall indemnify and hold Show Management and Hall Management harmless from and against any and all liabilities of any nature arising from non-compliance or alleged non- compliance with PCI DSS.
6. BOOTH CONSTRUCTION AND ARRANGEMENT – Standard booth area is provided by Show Management. If a Vendor plans to install a completely constructed display no part thereof shall project so as to obstruct the view of adjacent booths or protrude into the aisles, and cannot be any higher than 10 feet. Further restrictions may apply as necessitated by ceiling height. Raw wood, cardboard or similar material for wings to booths must be covered or painted if they are visible from adjacent booths. Failure to comply with the rules and regulations of this contract will result in the alteration or removal of the booth at the Vendor’s expense. Vendors shall be bound by all pertinent laws, codes and regulations of municipal or other authorities, having jurisdiction over the Hall or the conducting of said exhibit, together with the rules and regulations adopted by Hall Management.
7. CHANGE OF SPACE
Show Management shall have the right, in its sole discretion, to change Vendor’s space assignment after the acceptance of this Agreement if it is deemed to be in the best interest of the Show. In the event Show Management elects to exercise its right to change Vendor’s exhibit space, Vendor will be notified of its newly assigned space. Show Management will make reasonable efforts to ensure that any reassignment will be to an exhibit space, which is of the same general style and size as Vendor’s original space. If a reduction in space to Vendor’s exhibit space is, in Show Management’s opinion, necessary, Vendor will be reimbursed on a prorata basis. Vendor acknowledges and agrees that Show Management may change the dates and/or venue of the Show without the consent of Vendor, and that this Agreement shall remain in full force and effect as to such changed dates and/or venue.
8. CANCELLATION
All cancellations, withdrawals or requests for reduction in space by Vendor must be in writing via email, with CANCEL in the reference line and must be received no later than October 2, 2024 to receive a full refund. The date of cancellation, withdrawal or reduction in space, as applicable, shall be the date and time of the email. If Vendor cancels, withdraws or reduces its space requirements for the Show, Vendor agrees to pay to Show Management the amounts set forth below: 1) Date Written Notice of Cancellation or Reduction In Space is dated October 2, 2024 or earlier - 100% of Total Booth Space Fee paid to date will be refunded; 2) Date Written Notice of Cancellation or Reduction in Space is dated after October 2, 2024 - Vendor will be responsible for 100% of the Total Booth Space Fee.
If a reduction in space is requested, Vendor’s booth space on the Show floor may be moved in the sole discretion of Show Management. Cancellation fees cannot be applied toward exhibit space at other shows. In the event Vendor fails to make any payments as contemplated herein, Vendor shall be deemed in default, and Show Management shall have the right to retain Vendor’s deposit and all monies paid as Show Management’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. In the event of default by Vendor, Show Management shall have the right, but not the obligation, to license the subject Show space to another exhibitor prior to the Show without any rebate or allowance whatsoever to the Vendor and without in any way releasing said Vendor from any liability hereunder, and said Vendor expressly agrees to pay Show Management the full sum set forth on the front hereof. Vendor 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.
Show Management will not be liable for the fulfillment of this Agreement as to the delivery of exhibit space if non-delivery is due to any of the following causes: by reason of the Hall being damaged or destroyed by fire, act of God, public enemy, war or insurrections, strikes, the authority of the law, postponement or cancellation of the Show, or for any cause beyond its control. Show Management will, however, in the event of its not being able to hold the Show for any of the above named reasons reimburse Vendor 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. If Show Management cancels or terminates the Show, for any reason other than stated in the previous paragraph, the Vendor waives all claims it might have against Show Management for damages or expenses and Vendor agrees to accept in complete satisfaction and discharge of all claims against Show Management a refund of all amounts paid by the Vendor to Show Management in accordance with this agreement.
9. INSURANCE - MANDATORY
A. Vendor agrees to maintain adequate insurance to fully protect Show Management and its affiliates, co-sponsors, service contractors and the Hall and Hall Management from any and all claims, arising from Vendor’s activities including, but not limited to, the installation, operation and dismantling of Vendor’s display. The foregoing insurance requirement includes claims under the Worker’s Compensation Act or for personal injury, death, or for damage to property. Vendor understands that neither Show Management nor the Hall maintains insurance covering the Vendor’s property and it is the sole responsibility of the Vendor to obtain such insurance.
B. Vendor is responsible for any and all damages caused by Vendor or Vendor’s agents, employees or guests. Vendor agrees to indemnify, defend and hold harmless Show Management, Hall Management, Hall and their affiliates, subsidiaries, agents, assigns and employees from and against any liability for loss or damage of any kind, which Vendor may directly or indirectly cause.
C. Vendors in the Show must carry: Statutory limits for workers’ compensation coverage; Commercial General Liability including products and completed operations, and personal and advertising injury of at least $1,000,000 per occurrence; and Automobile Liability insurance with limits not less than $1,000,000. 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 American Kennel Club, Inc., and Hall Management, as an additional insureds and contain a waiver of subrogation granted in their favor of American Kennel Club, Inc, Hall Management and Show Management and be provided to Show Management at least 30 days before the proposed exhibit date. Vendor’s and its insurance carrier’s waiver of subrogation shall waive any and every claim against the American Kennel Club, Inc. and Hall and Hall Management, which arises or may arise during the Show for any and all loss of or damage to, the Hall if the loss or damage is covered or required to be covered under the insurance coverage required by this Agreement. Vendor’s waiver shall be in addition to and not in limitation or derogation of, any waiver, release, or indemnification contained in this Agreement with respect to any loss or damage to the Hall.
10. LIABILITY
Vendor is fully aware of the risks involved with entering the Hall premises and facilities as well as any transportation and/or other services offered by the Show Management or Hall Management during the COVID-19 pandemic (or with respect to any related or similar infection, which together are herein referred to as “COVID-19”). Vendor enters into this Waiver knowingly and on its own behalf.
Vendor acknowledges that the risks involved with entering the Hall and being in the presence of other people during the COVID-19 pandemic even if vaccinated include, but are not limited to, contracting COVID-19, respiratory failure, death, and transmitting COVID-19 to family or household members and others who may also suffer these effects. Vendor further understands that compliance with the COVID-19 Protocols will not eliminate these risks, even with social distancing and other safety measures in place at the Hall. Notwithstanding the foregoing, Vendor elects to voluntarily participate in entering the Hall with full knowledge that doing so may be hazardous to Vendor’s, Vendor’s employee’s, Vendor’s volunteer’s, Vendor’s agent’s, and Vendor’s guest’s health and those with whom the Vendor and Vendor’s employees, agents, guests and volunteers may come into contact.
Vendor voluntarily assumes full responsibility for any risks of loss of to property (including but not limited to Vendor’s displays, merchandise, and equipment) and/or personal injury, including serious illness, injury or death, that may be sustained by Vendor and Vendor’s employees, agents, guests and volunteers or by others who come into contact with Vendor and Vendor’s employees, agents, guests and volunteers, as a result of Vendor’s presence in the Hall, whether caused by the negligence of the Show Management, and/or Hall Management or otherwise. To the fullest extent permitted by law, Vendor releases, waives, forever discharge and covenant not to sue Show Management, and/ or Hall Management club their respective affiliates, and each of the foregoing’s respective administrators, members, officers, directors, employees, volunteers, sponsors, vendors, contractors, medical services providers and agents (the “Releasees”) from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or related to any loss, damage, illness, or injury, including death, that may be sustained by Vendor, Vendor’s employees, agents, guests or volunteers or by others who come into contact with Vendor, Vendor’s employees, agents, guests or volunteers, whether caused by the negligence of the Releasees, other entities or individuals, or otherwise as a result of, or related to, my decision to enter the Hall.
VENDOR UNDERSTANDS THIS IS A RELEASE OF LIABILITY AND AGREE THAT IT IS VALID FOREVER. It is Vendor’s express intent that this Waiver binds; (i) the members of my family and spouse, if I am alive, and (ii) my heirs, assigns and personal representatives, if I am deceased. I understand that this Waiver does not apply to any claim that, as a matter of law, cannot be released by private agreement.
If any of the provisions, terms or clauses of this Waiver is declared illegal, unenforceable or ineffective in a legal forum, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Waiver shall remain valid and binding upon both parties.
11. AVAILABLE SERVICE
On behalf of the Vendors, Show Management has requested Hall Management to provide internet access. Vendor shall contact Hall Management to arrange for this service. Show Management assumes no responsibility or liability for any of the services performed or materials delivered by the foregoing persons, parties and organizations. Arrangement for these services and payments are to be made between Vendors and official Show contractors.
12. PROTECTION OF FACILITIES
Nothing shall be posted on, or tacked, nailed, screwed, or otherwise attached to the columns, walls, floors, or other parts of the convention hall exhibit area without permission from the proper building authority. Fluids, caustic or staining, must not be used where they may damage floor coverings. Packing, unpacking and assembly of exhibits shall be done only in designated areas and in conformity with directions of Exhibition Management, the convention hall manager or their assistants.
13. EXHIBIT MOVE IN, MOVE OUT
No exhibit will be allowed into or out of the Hall without an official clearance from Show Management. The Vendor must make its own arrangements for transportation of exhibits and packing material. Show Management cannot accept or sign for exhibits on behalf of the Exhibitor. Move in and move out times will be made available within 30 days of the event. At such time after the close of the Show as Show Management may specify or upon sooner termination of this Agreement, all exhibits shall be removed and cleared from the Show’s space and vacant possession of the exhibit space shall be delivered to Show Management in as good and clean order and condition as it was when delivered to Vendor. Vendors will pay the cost of repairing any damage caused to the Hall facility by the Vendor and/or its contractors. Any property remaining after the last day designated by Show Management for it to be removed may be held or otherwise disposed of by Show Management or Hall Management at the Vendor’s expense. No property may be removed from the Show before the Show ends.
14. SAFETY
All display materials used for decoration must be flameproof. All electrical equipment or devices used in or about an exhibit must be in good operating condition and able to pass fire and/or electrical inspections. Extra materials stored in Vendor’s exhibit space must not block access to the exhibit or cover electrical wires or outlets. Vendor shall cooperate responsibly with local ordinances and Hall Management rules regarding health, fire prevention and public safety. If inspection of a Vendor’s booth discloses a failure to comply with any applicable law, code or regulation, or if Show Management determines that all or any part of an exhibit presents a fire hazard or other danger, Show Management may cause the removal of all or a portion of such exhibit at the Vendor’s expense. Under no circumstances may the weight of any equipment or exhibit material exceed the Hall’s maximum floor load. Vendor accepts full and sole responsibility for any injury or damage to property or persons resulting from failure, knowingly or otherwise, to distribute the load of its exhibit material in conformity with the maximum floor load specifications. Any Vendor traveling with dogs must ensure that their dogs are always attended to, kept on-leash, or in a crate always in their booth, or Vendor will be asked to leave and will forfeit all monies paid.
15. SECURITY
There will be no security service during the Show OR Hall Management will provide security services during the Show. Vendor agrees that Show Management is not liable for anything the facility does or fails to do. This includes, but is not limited to, damage, theft, or loss sustained by Vendor’s exhibit or its representatives. Vendor will not be allowed into the Exhibit Area after event Hours.
16. ATTENDANCE
Show Management shall have sole control over admission policies at all times.
17. FILMING, STREAMING AND VIDEO RECORDING RIGHTS/ELECTRONIC MESSAGES
From time to time, photographs, motion pictures, steaming video and/or video recordings may be made in the Show facility, which recordings may include images of Vendor, its employees, agents and related merchandise and displays. Vendors may not hinder, obstruct or interfere in any way with such photography or recordings whether by Show Management, its agents, attendees or other exhibitors, and hereby consent to Show Management’s use of such photography or recordings for commercial purposes. To the extent necessary to fulfill Show Management’s express obligations hereunder, Vendor hereby grants Show Management a non-exclusive, royalty-free, revocable, non-transferable worldwide license to use Vendor’s trademarks, service marks, logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files and images. By providing Show Management the e-mail addresses set forth on the first page of this Agreement, Vendor hereby consents to receiving unsolicited commercial e-mail messages from American Kennel Club, Inc., its affiliates, partners and assigns as well as third parties licensed to send such messages to Vendor by any of the foregoing.
18. EXHIBITION ACTIVITIES
Vendor agrees not to schedule or conduct any outside commercial activity including, but not limited to, receptions, seminars, symposiums and hospitality suites during the Show, whether such activities are held at or away from the Hall facility, except with the written approval of Show Management.
19. ERRORS AND OMISSIONS
Vendor agrees that Show Management will not be liable in the event of any errors or omissions in the Show’s directory listing or in any related materials. Vendor acknowledges and agrees that Show Management makes no representation or warranties with respect to the number of exhibition attendees or the demographic nature of such attendance.
20. ASSIGNMENT
This Agreement cannot be assigned, in whole or in part, without the written approval of Show Management. American Kennel Club, Inc. may assign this Agreement without the prior written consent of Vendor, and any such assignee shall become “Show Management” for all purposes hereunder and shall acquire all of rights and obligations of American Kennel Club, hereunder.
21. SEVERABILITY
If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
22. COSTS, EXPENSES AND ATORNEYS’ 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.
23. APPLICABLE LAW AND VENUE
This Agreement shall be governed by Ohio law without application of its conflict of laws principles. Any suit relating to this Agreement shall be instituted in a state or federal court in Ohio, and the parties submit to the jurisdiction of any such court.
24. AMERICAN DISABILITIES ACT
Vendor acknowledges and agrees that, in connection with the Show, it will be a public accommodation as defined under Title III of the Americans with Disabilities Act (“ADA”). As a public accommodation, Vendor agrees that in connection with the Show, Vendor will: (i) provide, at its expense, any auxiliary aids and services as may be necessary to ensure effective communication with Vendor by attendees of the Show; (ii) assure, at its expense, that displays posted at or on Vendor’s booth(s) are accessible to individuals with disabilities; and (iii) not discriminate or retaliate against any individual in violation of the ADA.
25. PERMISSIONS
Vendor consents and agrees to receive (i) communications sent by or on behalf of Show Management including from third parties to the email address provided.
26. ADDITIONS OR CORRECTIONS
Show Management may amend these terms from time to time in the best interest of the Show upon written notice to Vendor. Vendor agrees to accept notice of additions or amendments and to consider them as part of this Agreement.