The “Co-Exhibitor Form” means the co-exhibitor form attached hereto, if any.
The “Conditions” means these Conditions, Rules and Regulations.
The “Contract” means the Conditions, together with the Exhibit Space Application and Co- Exhibitor Form.
“Diversified” means Diversified Communications, a Maine corporation d/b/a Seafood Expo North America and Seafood Processing North America.
The “Exhibit Space Application” means the document with the caption “2018 Exhibit Space Application.”
The “Exhibition” means the Seafood Expo North America and Seafood Processing North America. “Exhibitor” means the exhibitor named on the Exhibit Space Application, including any and all officers, directors, managers, employees and agents of such exhibitor, together with any co-exhibitors identified on the Co-Exhibitor Form, and any and all officers, directors, managers, employees and agents of such co-exhibitor.
In no event shall Exhibitor have any claim for Damages of any kind against Diversified in respect to any Damages, direct or consequential, because of the prevention, postponement or abandonment of the Exhibition, by reason of any of the events referred to in Condition 21, or otherwise if for any reason beyond Diversified’s control the Exhibition facility becomes wholly or partially unavailable for the holding of the Exhibition; and, in such an event, Diversified shall be entitled to retain all sums paid by Exhibitor or such part thereof as Diversified shall consider necessary. If, in the opinion of Diversified, by re-arrangement or postponement of the period of the Exhibition, or by substitution of another hall or building, or in any other reasonable manner, the Exhibition can be carried through, the Contract shall be binding upon the parties, except as to the size and position of exhibit space, which Diversified may modify as it deems necessary under the circumstances in its sole discretion.
The liability of Diversified to Exhibitor for all claims relating to the Exhibition or the Contract, in contract, tort or otherwise, shall not exceed the amount of the fees paid to Diversified by Exhibitor in connection with the Contract.
In no event shall Diversified liable to Exhibitor for any consequential, indirect, special or incidental Damages, even if Exhibitor has been advised of the possibility of such potential Damages. The foregoing limitation of liability and exclusion of certain Damages shall apply regardless of the success or effectiveness of other remedies.
Exhibitor agrees to confine all selling and promotional activity to the space allotted by the Contract and not to distribute printed matter or materials of any nature in the aisles, entrances or exits of the Exhibition.
Non-transferable passes of admission will be supplied to Exhibitor for distribution to its personnel. Exhibitor will not be admitted to the Exhibition facility without such passes. Diversified reserves the right to limit the number of passes issued to Exhibitor.
Diversified accepts no responsibility for breakdown or failure of any of the services provided for, or in connection with, the Exhibition.
Diversified reserves the right, in its sole discretion, to refuse any person, including without limitation any employee of Exhibitor, admission to the Exhibition. No person under the age of 18 will be admitted under any circumstance during any phase of the Exhibition.
Without prejudice to the rights and remedies of Diversified in respect to any breach of the Contract on the part of Exhibitor, Exhibitor may withdraw from the Conference and Cancel its Contract subject to the following conditions:
(a) Exhibitor must give written notice to Diversified that it desires to withdraw from the Conference by mail or email to Diversified at PO Box 7437, Portland, ME 04112-7437 or
firstname.lastname@example.org, which must be acknowledged in writing by Diversified to have effect.
(b) Any such acknowledged notification by Diversified to Exhibitor will constitute a cancellation of the Contract and Exhibitor will be obligated to immediately pay the cancellation fee to Diversified as outlined on the Exhibit Space Application;
(c) If the Exhibit Space is reduced, the net reduction will be treated as a cancellation of that space;
(d) Diversified may retain and shall not be obligated to refund any payments made by Exhibitor unless they are in excess of the cancellation fee owed by an Exhibitor.
Diversified reserves the right to alter, add to or amend any provision of the Conditions. Should any question arise regarding the meaning of any provision of the Contract or otherwise in connection with Exhibitor’s involvement with the Exhibition, whether or not provided for in the Contract, the decision of Diversified shall be final. No alteration, addition, amendment or waiver to or of, the Contract shall operate to release Exhibitor from the Contract. No course of dealing between the parties shall operate as a waiver of any of the parties’ rights under the Contract. No delay or omission on the part of either party in exercising a right under the Contract shall operate as a waiver of such right or any other right hereunder. No waiver shall be binding unless it is in writing and signed by a person authorized to execute such waiver on behalf of the waiving party and signed by a person authorized to execute such waiver on behalf of the waiving party.
18. The purpose of Seafood Expo North America and Seafood Processing North America is to promote the sale and use of seafood products and related equipment and services. Exhibits must be consistent with this purpose and must adhere, in each case in the determination of Diversified in its sole discretion, to each of the following standards:
(a) Exhibitor must promote the marketing of seafood products and related products or services. Exhibitor shall not discourage or promote the limitation, use, distribution, or marketing of any seafood product or related product or service. Exhibitor may encourage or advance its own products, equipment or services; however, Exhibitor shall not unfairly criticize the products or methods of any other exhibitor.
(b) Exhibitor shall not directly or indirectly promote or advertise any idea or product which is inconsistent with the stated purpose of the Exhibition.
(c) Exhibitor shall not infringe the copyrights, trademarks or other intellectual property rights of any third party or unfairly compete with other exhibits.
(d) Exhibitor’s exhibit shall not have an undesirable or unreasonable deleterious effect upon another exhibit.
(e) Diversified reserves the right to prohibit or remove any exhibit which detracts from the general character of the Exhibition as a whole, or consists of products or services inconsistent with the purpose of the Exhibition. The right to prohibit includes, but is not limited to, such persons, things, conduct, printed matter or anything else of a character which Diversified deems objectionable.
19. As an accommodation to Exhibitor, Diversified may list Exhibitor in a catalog prepared and distributed in connection with the Exhibition, and Exhibitor hereby grants a limited, non-exclusive, non-transferable worldwide royalty-free right and license to Diversified to use Exhibitor’s name, trademarks and/or logos for such purpose. Diversified shall have no liability to Exhibitor for any errors or omissions contained in such catalog.
20. The Contract may be terminated by Diversified at any time on the breach of any of the provisions herein by Exhibitor, or breach by Exhibitor of any other contract it may have with Diversified or its affiliates, including without limitation failure to make payments when due pursuant to any such contract, and thereupon all of Exhibitor’s rights hereunder shall cease and terminate, and any payments made by Exhibitor on account hereof prior to said termination shall be retained by Diversified as liquidated damages for such breach, and Diversified may thereupon reallocate or resell any space that had been allocated to Exhibitor.
21. In the event that the premises in which the Exhibition is to be conducted shall become, in the sole discretion of Diversified, unfit for occupancy, or in the event the holding of the Exhibition or the performance of Diversified under the Contract are substantially or materially interfered with by virtue of any cause or causes not reasonably within the control of Diversified, the Exhibition may be terminated or moved to another appropriate location at the sole discretion of Diversified. Diversified shall not be responsible for delays, damage, loss, increased costs or other unfavorable conditions arising by virtue of cause or causes not reasonably within the control of Diversified. If Diversified terminates the Contract and/or the Exhibition (or any part thereof) pursuant to this Condition, then Diversified may retain such part of Exhibitor’s rental fee as shall be required to recompense Diversified for the expenses incurred up to the time such contingency shall have occurred and there shall be no further liability on the part of either party to the other. For purposes hereof, “cause or causes not reasonably within the control of Diversified ” shall include, but not be limited to: fire, casualty, flood, epidemic, earthquake, explosion, accident, blockade, embargo, inclement weather, hurricane, tornado, governmental restraints, declaration of public emergency, strike, lockout, boycott or other labor disturbance, technical or other personnel failure, local, state, federal or other laws, ordinances, rules, orders, decrees or regulations and/or any act of God.
22. Neither Exhibitor nor Diversified is or shall be construed to be a partner, joint venturer, franchisee, employee, agent or representative of or with the other for any purpose whatsoever. Except as specifically permitted by the Contract or by a separate written agreement of Diversified and Exhibitor, neither party has or shall have any right or power to act as the agent or to act on behalf or in the name of, or to bind, the other party. Nothing herein shall be construed as granting Exhibitor any proprietary right, title or interest in Diversified or as granting Diversified any proprietary right, title or interest in Exhibitor.
23. If, at any time, any provision of the Contract shall be deemed for any reason to be invalid or unenforceable or prohibited by the laws of the jurisdiction where the activities are to be performed, then such provision shall be considered divisible and shall become and be immediately amended to the extent necessary to make it valid and enforceable by the court or other body having jurisdiction over the Contract. The invalidity or lack of enforceability of any provision of the Contract shall not affect the validity and continuing effectiveness of any other provision of the Contract.