1. DEFINED TERMS
The term "Event" means Palm Springs International ShortFest Marketplace, currently scheduled to be held June 22-23, 2018
("Event Dates") at the Rivera Palm Springs Resort ("Exhibit Facility"). The Event is owned, produced and managed by Palm Springs International Film Society ("PSIFS"). As used hereinafter, the term "Organizer" means, collectively, PSIFS, and each of its/their respective officers, directors, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. The term "Exhibitor" means, 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 PSIFS in the manner stated below and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable.
2. CONTRACT ACCEPTANCE
This contract shall become binding and effective only when it has been signed by Exhibitor and counter-signed by a duly authorized representative of PSIFS.
3. 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 the person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. 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 Exhibitor. Neither Organizer nor the Exhibit Facility shall be liable for, and 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 Exhibitor's participation and/or presence in the Event. 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. Exhibitor acknowledges and agrees that by reason of this contract, and the releases contained in this Section 3, it is assuming any risk of such unknown facts and such unknown and unsuspected claims. Exhibitor has been advised of the existence of Section 1542 of the California Civil Code ("Section 1542"), which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Notwithstanding such provisions, this release shall constitute a full release in accordance with its terms. Exhibitor knowingly and voluntarily waives the provision of Section 1542, as well as any other statute, law or rule of similar effect.
Exhibitor shall on a current basis, indemnify, defend (with legal counsel satisfactory to PSIFS 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) Exhibitors' participation or presence at the Event; (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under this contract; (c) any matter for which 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 Exhibitor; (f) harm or injury (including death) to Exhibitor; and (g) loss or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against Organizer without Organizer's prior written consent.
5. 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 OR 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 SDCC BY 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.
6. QUALIFICATIONS OF EXHIBITOR
PSIFS, in its sole discretion, shall have the right to determine whether a prospective exhibitor is eligible to participate in the Event. Applicants who have not previously exhibited at a prior event held by Organizer 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. PSIFS reserves the right to restrict or remove any exhibit which PSIFS, in its sole discretion, believes is objectionable or inappropriate. Only Exhibitors with products and/or services relating to films, film production, film distribution, or those benefiting film makers are eligible to exhibit. No adult materials may be displayed or sold without prior written permission of PSIFS.
7. ASSIGNMENT OF SPACES
Exhibit space shall be assigned by PSIFS in its sole discretion for the Event and for the Event Dates only. Any such assignment does not imply that similar space will be assigned for future events held by Organizer. PSIFS reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event if PSIFS in its sole discretion determines that to do so is in the best interest of the Event.
8. CANCELLATION BY EXHIBITOR
Generally, partial cancellation of space is not permitted, any partial cancellation must have the prior written consent of PSIFS, which consent shall be in PSIFS's absolute discretion. Exhibitors who cancel exhibit space more than 45 days prior to the opening day of the Event, will be refunded total due, less $100.00. Exhibitors who cancel exhibit space less than 45 days prior to the opening day of the Event, but more than 30 days prior to the opening day of the Event, will pay a cancellation fee of 50% of total due. There will be no refunds for cancellations made less than 30 days prior to the opening day of the Event. Exhibitor payment will be required.
9. CANCELLATION BY PSIFS
If Exhibitor fails to make a payment required by this contract in a timely manner, PSIFS may terminate this contract immediately (and Exhibitor's participation in the Event) without further notice and without obligation to refund monies previously paid. PSIFS reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to PSIFS. PSIFS 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 Exhibitor from any liability hereunder. PSIFS may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under the contract without any obligations, expressed or implied, on PSIFS's part to refund any payments previously made and without releasing Exhibitor from any liability arising as a result of or in connection with such breach. If PSIFS removes or restricts an exhibit which PSIFS considers to be objectionable or inappropriate, no refund will be due Exhibitor.
10. CANCELLATION OF THE EVENT
If PSIFS cancels the Event due to circumstances beyond the reasonable control of PSIFS (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility) PSIFS shall refund to each Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of Organizer's liabilities to Exhibitor. PSIFS reserves the right to cancel, re-name or re-locate the Event or change the dates on which it is held. If PSIFS changes the name of the Event, relocates the Event to another event facility within the same city or changes the dates for the Event to dates that are not more than thirty (30) days earlier or thirty (30) days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Exhibitor; provided however, PSIFS shall assign use of such space to Exhibitor pursuant to the terms of this contract. If PSIFS elects to cancel the Event other than for reasons previously described in this paragraph, PSIFS shall refund to each Exhibitor its entire exhibit space rental payment previously paid, in full satisfaction of any and all liabilities on the part of the Organizer to Exhibitor.
11. EXHIBIT SPACE OCCUPANCY
Hours and dates for installing, occupying and dismantling exhibits shall be those expressly specified by PSIFS. If Exhibitor fails to install its display in its assigned space by one hour before show opens or leaves its space unattended during the Exhibit hours, PSIFS shall have the right to take possession of the space and no refund will be due to Exhibitor. All exhibits must be open for business during the Event hours. Exhibitor may not dismantle the display until the Event is officially closed by PSIFS. Exhibitors may not assign their display space to third parties without prior written approval from PSIFS.
12. LISTINGS AND PROMOTIONAL MATERIALS
By Exhibitor's participation in the Event, Exhibitor expressly grants to PSIFS a fully paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic or other media) listing the exhibiting companies at the Event and to use such names in PSIFS promotional materials. PSIFS shall not be liable for any errors in any listing or descriptions or for omitting any Exhibitor from the directory or other lists or materials. Exhibitor agrees that PSIFS may also take photographs or Exhibitor's booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any PSIFS promotional purpose.
13. CARE OF EXHIBIT FACILITY
Ehibitor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities, booth equipment or the property of others caused by Exhibitor.
14. TAXES AND LICENSEE
Exhibitor shall obtain any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event at its sole expense. Exhibitor shall obtain any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event.
15. COPYRIGHTED MATERIALS
Exhibitors 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.
16. OBSERVANCE OF LAW
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, Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act.
17. ADDITIONAL TERMS AND CONDITIONS
PSIFS has sole control over attendance policies. Except as provided to the contrary in this contract; all monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment. 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, PSIFS in its sole judgment may refuse to consider for participation in future events held by Organizer 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 PSIFS. Exhibitor may not assign this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of PSIFS, which consent shall be in PSIFS's sole discretion.
18. EXHIBITOR SERVICE GUIDE
Approximately one months from the Event, PSIFS will send an Exhibitor Service Guide to the Primary Contact listed on the front of this agreement. The Exhibitor Service Guide will include information integral to participation at the Event, including but not limited to additional exhibitor rules and regulations, registration, shipping, utilities and building services, exhibitor display rules, and move-in, move-out schedules.
19. INCORPORATION OF RULES AND REGULATION
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 PSIFS in its sole discretion. PSIFS 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 Exhibitor. Any such rules and regulations (whether or not included in an Exhibitor Service Guide 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. Exhibitor shall observe and abide by additional regulations made by PSIFS as soon as these additional rules or regulations are communicated to Exhibitor. This contract (including the Exhibitor Service Guide and any additional rules or regulations adopted by PSIFS from time to time) states the entire agreement of the parties with respect to the subject matter hereof.
20. GOVERNING LAW
This contract is governed by the laws of the State of California as applied to contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located in the State of California 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. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Palm Springs, California.
21. CHARACTER OF DISPLAYS; USE AND COMMON AREAS
Distribution of samples and printed matter of any kind, and any promotional material is restricted to the exhibit booth. All exhibits shall display products or services in a tasteful manner as determined in PSIFS's sole discretion. The aisles, passageways and overhead spaces remain strictly under control of PSIFS and no signs, decorations, banners, advertising material or special exhibits will be permitted in any of these spaces except by written permission of PSIFS. Uniformed attendants, models and other employees must remain within the booths occupied by their employers. Any and all advertising distribution must be made from 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 an Exhibitor's exhibit space is prohibited.
22. SOUND ADVERTISEMENTS
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. Exhibitors are specifically prohibited from employing any carnival-type attraction, animal or human, or from operating such noise-creating devices as bells, horns or megaphones. PSIFS reserves the right to determine sound interference with others and Exhibitor shall comply with any request by PSIFS to discontinue any such sound or music.
23. FIRE AND SAFETY LAWS
Federal, state and city Laws must be strictly observed. A full listing of these fire and safety regulations will be found in the exhibitor service guide.
24. RIGHTS OF OFFSET; ENFORCEMENT
In the event Exhibitor is indebted to PSIFS, whether or not such indebtedness arises from this or any other agreement, PSIFS shall have the right in its discretion, to apply any refunds of exhibit booth fees properly due Exhibitor to such other indebtedness in the event legal action is filed by PSIFSC to enforce the terms and provisions of the agreement, the prevailing party in such action shall be entitled to reimbursement of court costs and reasonable legal fees.
25. PSIFS will be providing to 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 "General 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 PSIFS 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.