- Defined Terms
The term “Event” means Unplugged Expo X Cosplay Matsuri (abbreviated at UXCM) that is planned be held on September 13-September 14, 2019 (“event dates”) at the Japanese Canadian Cultural Centre (“Exhibit Facility”) that is located at 6 Garamond Ct, North York, ON M3C 1Z5. As used hereinafter, the term “Organizer” includes all UXCM owners, staff, affiliates, agents, attorneys, and representatives. The terms “Vendor” and “Exhibitor” mean, collectively (I) the company, any other business entity, or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by Organizer in the manner stated in the application and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable.
- Contract Acceptance
This contract shall become binding and effective when it has been fully executed on the website by the Organizer, and as soon as the Vendor/Exhibitor submits an application.
- Assumption of Risks
Vendor/Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with Vendor/Exhibitor’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Vendor/Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Vendor/Exhibitor has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by its insurer). Neither Organizer nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by or to Vendor/Exhibitor. Neither Organizer nor the Exhibit Facility shall be liable for, and Vendor/Exhibitor hereby fully and forever release and discharge the Organizer and the Exhibit Facility, individually and collectively, and their present and former officers, directors, shareholders, partners, affiliates, employees, agents, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross – claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys’ fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively “Claims”) which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Vendor’s/Exhibitor’s participation and/or presence in the Event. Vendor/Exhibitor acknowledges that there is a possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract. Vendor/Exhibitor acknowledges and agrees that by reason of this contract, it is assuming any risk of such unknown facts and such unknown and unsuspected claims. Notwithstanding such provisions, this release shall constitute a full release in accordance with its terms.
Vendor/Exhibitor shall on a current basis, indemnify, defend (with legal counsel satisfactory to UXCM in its sole discretion) and hold Organizer and the Exhibit Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys’ fees and expenses, which result from or arise out of or in connection with (a) Vendor’s/Exhibitor’s participation or presence at the Event; (b) any breach by Vendor/Exhibitor of any agreements, covenants, promises or other obligations under this contract; (c) any matter for which Vendor/Exhibitor is otherwise responsible under the terms of this contract; (d) any violation or infringement (or claim or violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of Vendor/Exhibitor; (f) harm or injury (including death) to Vendor/Exhibitor; and (g) loss or damage to property or the business or profits of Vendor/Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Vendor/Exhibitor shall not settle or compromise any claims against Organizer without Organizer’s prior written consent.
- Limitation of Liability
Under no circumstances shall Organizer or the Exhibit Facility be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of the acts omissions whether or not apprised of the possibility of any such lost profits or damages. In no event shall Organizers maximum liability under any circumstance exceed the amount actually paid to Organizer by Vendor/Exhibitor for exhibit space rental pursuant to this contract. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.
- Qualifications of Vendor/Exhibitor
Organizer, in its sole discretion, shall have the right to determine whether a prospective Vendor/Exhibitor is eligible to participate in the Event. Applicants who have not previously exhibited at a prior event similar to that of the Event may be required to submit a description of the nature of their business and the items intended to be exhibited. Organizer reserves the right to restrict or remove any exhibit which Organizer, in its sole discretion, believes is objectionable or inappropriate. Adult materials (as defined in accordance to Ontario laws) may not be displayed or sold except to persons over the age of majority, 19 years of age.
- Assignment of Space
Exhibit space shall be assigned by Organizer in its sole discretion for the Event and for the Event only. Any such assignment does not imply that similar space will be assigned for future events by Organizer. Organizer reserves the right to change the floor plan or to move a Vendor/Exhibitor to another booth location prior to or during the Event if Organizer in its sole discretion determines that to do so is in the best interest of the Event.
- Cancellation by Vendor
Vendor/Exhibitor may cancel out of the Show at any given time upon written or digital notification to Organizer. Refunds are not guaranteed and will depend on a case by case basis. The appropriate payment must be received according to the notification sent to the Vendor/Exhibitor. In the event of either full or partial cancellation by Vendor/Exhibitor, Organizer reserves the right to resell or otherwise reassign canceled exhibit space. Organizer shall be entitled to retain all payments due under the cancellation policy set forth above regardless of whether Organizer resells or otherwise reassigns the canceled exhibit space.
- Cancellation by Organizer
If Vendor/Exhibitor fails to make a payment required by this contract in a timely manner, Organizer may terminate this contract immediately (and Vendor’s/Exhibitor’s participation in the Event) without further notice and without obligation to refund monies previously paid. Organizer reserves the right at its discretion to refuse Vendor/Exhibitor permission to move in and set up an exhibit if Vendor/Exhibitor is in arrears of any payment due to Organizer. Organizer is expressly authorized (but has no obligation, expressed or implied) to occupy or dispose of any space vacated or made available by reason of action taken under this paragraph in such manner as it may deem best, and without releasing Vendor/Exhibitor from any liability hereunder. Organizer may also terminate this contract effective upon written notice of termination if Vendor/Exhibitor breaches any of its obligations under the contract without any obligations, expressed or implied, on Organizer’s part to refund any payments previously made and without releasing Vendor/Exhibitor from any liability arising as a result of or in connection with such breach. If Organizer removes or restricts an exhibit which Organizer considers to be objectionable or inappropriate, no refund will be due Vendor/Exhibitor.
- Exhibit Space
Occupancy Hours and dates for installing, occupying and dismantling exhibits shall be those expressly specified by Organizer. If Vendor/Exhibitor fails to install its display in its assigned space by one hour before show opens or leaves its space unattended during the Vendor/Exhibit hours, Organizer shall have the right to take possession of the space and no refund will be due to Vendor/Exhibitor. All Vendors/Exhibitors must be open for business during the Event hours. Exhibitors may not assign their display space to third parties without prior written approval from Organizer.
- Listings and Promotional Materials by Vendor’s/Exhibitor’s participation in the Event
Vendor/Exhibitor expressly grants to Organizer a fully paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Vendor/Exhibitor in any directory (print, electronic or other media) listing the exhibiting companies at the Event and to use such names in Organizer promotional materials. Organizer shall not be liable for any errors in any listing or descriptions or for omitting any Vendor/Exhibitor from the directory or other lists or materials. Vendor/Exhibitor agrees that Organizer may also take photographs of Vendor’s/Exhibitor’s booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any promotional purpose or the Organizer.
- Care of Exhibit Facility
Vendor/Exhibitor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities, booth equipment or the property of others caused by Vendor/Exhibitor. If Vendor/Exhibitor gives away free samples of food or drink, Vendor/Exhibitor will be bound by and will follow the Exhibit Facilities guidelines with regard to such samples. Organizer reserves the right to cause Vendor/Exhibitor to immediately cease all distribution of food and drink, even free samples, at Organizer’s sole discretion.
- Copyrighted Materials
Vendor/Exhibitor shall not play or permit the playing or performance of, or distribution of any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties, fees or other payments.
- Observance of Laws
Vendor/Exhibitor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Exhibit Facility (including without limitation any union labor work rules). Without limiting the generality of the foregoing, Vendor/Exhibitor shall construct its exhibits to comply with The Accessible Canada Act.
- More Information for Vendor/Exhibitor
More information (that also applies to this document) is indicated on the application form. When necessary, Organizer will send more information to the Primary Contact listed on the appropriate Vendor/Exhibitor application.
- Incorporation of Rules and Regulations
Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by Organizer in its sole discretion. Organizer may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon reasonable notice to Vendor/Exhibitor. Any such rules and regulations (whether or not included in a confirmed email, information package, or similar document) are an integral part of this contract and are incorporated herein by reference and shall have the full force and effect as if such rules and regulations are fully set forth herein. Vendor/Exhibitor shall observe and abide by additional regulations made by Organizer as soon as these additional rules or regulations are communicated to Vendor/Exhibitor. This contract (including the Vendor/Exhibitor Service Guide and any additional rules or regulations adopted by Organizer from time to time) states the entire agreement of the parties with respect to the subject matter hereof.
- Governing Law
This contract is governed by the laws of the Province of Ontario as applied to contracts entered into and entirely performed within such province. Vendor/Exhibitor agrees that the courts located in the Province of Ontario shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract. Vendor/Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue property lies in the Province of Ontario.
- Character of Display
Any and all advertising distributions must be made by Vendor/Exhibitor only from within his or her booth. All exhibits shall display products or services in a tasteful manner as determined in Organizer’s sole discretion. The aisles, passageways and overhead spaces remain strictly under control of Organizer and no signs, decorations, banners, advertising material or special exhibits will be permitted in any of these spaces except by written permission of Organizer. Uniformed attendants, models and other employees must remain within the booths occupied by their employers. Any and all advertising distribution must be made from Vendor/Exhibitor only from within his or her booth. Equipment must be arranged so that show visitors do not stand in the aisle while examining equipment or watching demonstrations. Strolling entertainment or moving advertisements outside of a Vendor’s/an Exhibitor’s exhibit space is prohibited.
- Sound Advertisements and Excessive Noise
The use of devices for mechanical reproduction of sound or music is permitted, but must be controlled. Sound of any kind must not be projected outside of the exhibit booth. Vendor/Exhibitor is specifically prohibited from employing any carnival-type attraction, animal or human, or from operating such noise-creating devices as bells, horns or megaphones. Organizer reserves the right to determine sound interference with others and Vendor/Exhibitor shall comply with any request by Organizer to discontinue any such sound or music. Vendor/Exhibitor shall not exceed a maximum noise level of 85 dbs in its exhibit space as determined by Organizer.
- Fire and Safety Laws
The fire and safety regulations of the Event is in accordance with the applicable policies of the Event Facility.
- Bootleg/Grey Market Goods
Grey Market Goods, also known as bootleg merchandise, mean all unlicensed products and reproductions of any kind including but not limited to weapons, costumes, accessories, and all products containing trademarked properties that are not authorized for sale by the Organizer. Grey Market Goods are not permitted for sale under any circumstances. If a booth or Vendor/Exhibitor is caught offering Grey Market Goods for sale, the Vendor/Exhibitor and any persons associated with the Vendor/Exhibitor or otherwise connected with the sale or exploitation of Grey Market Goods must leave the Exhibit Facility immediately. Vendor/Exhibitor will be responsible for any legal matters that arise from the Vendor’s/Exhibitor’s distribution of Grey Market Goods.
- Additional Terms and Conditions
Organizer has sole control over attendance policies. Except as provided to the contrary in this contract; all monies paid by Vendor/Exhibitor shall be deemed fully earned and non-refundable at the time of payment. Vendor/Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw acceptance of the contract, Organizer in its sole judgment may refuse to consider for participation in future events held by Organizer a Vendor/an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment or modification to this contract must be in writing and signed by an authorized representative of Organizer. Vendor/Exhibitor may not assign this contract or any right hereunder nor may Vendor/Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of Organizer, which consent shall be in Organizer sole discretion.
Organizer may provide you from time to time additional materials which will specify additional terms and conditions for your participation and/or presence at the Event. Such additional terms and conditions (including without limitation those specified in the document entitled “Terms and Conditions”) are hereby fully incorporated herein by reference and shall have the full force and effect as if such terms and conditions are fully and expressly set forth herein. You hereby agree that all information containing terms and conditions provided to you by Organizer shall be deemed fully read and understood by you and that you shall be bound by all the terms and conditions contained herein and therein.