Unleash Your Greatness Conference (“UYGC”) CONTRACT TERMS AND CONDITIONS (“Agreement”)
UYGC EVENT MANAGEMENT
The term “UYGC Management”, as used herein, shall be defined to mean Unleash Your Greatness (“UYG”), 2260982 Ontario Inc. its directors, officers, employees, committees or agents acting for it in the management of the, Unleash Your Greatness Conference 2020 (“UYG Event”). VENDOR“Vendor” means the party named in the Vendor Information section of the application that accompanies and forms an integral part of this Agreement (“Application”).
NATURE OF THE SERVICES PROVIDED
Vendor acknowledges and agrees that UYGC Management is providing to Vendor the right to participate as a vendor at the UYGC Event subject to Vendor agreeing to follow the terms of this Agreement, the rules and regulations of the UYGC Event, any rules and regulations set out by the venue where UYGC Event is held and all applicable laws and regulations including, without limitation, any applicable city by- laws, all fire, health and safety codes, any provincial health & safety laws or regulations and any rules and requirements of professional health colleges. Vendor agrees that UYGC Management shall have the final decision in relation to any rules and regulations of the UYGC Event.
There are no refunds. In the event that a Vendor can no longer attend the event, they can submit in writing their request for their spot to be reallocated to a replacement Vendor, but such vendor must be approved by UYGC. In the event that Vendor or it’s replacement does not show up to the UYGC Event, Vendor will receive no refund.
RIGHT OF REFUSAL
UYGC Management reserves the right to refuse acceptance of any Vendor Application for any reason it deems necessary, or to remove Vendor from the UYGC Event before or during the UYGC Event at UYGC Management’s sole discretion. In such cases, Vendor agrees to refrain from making any claim against UYGC Management and indemnify and hold UYGC Management harmless from any legal action arising therefrom.
ASSIGNMENT OF VENDOR SPACE
UYGC Management will allocate vendor space in the best interests of the UYGC Event in its sole discretion. As such, UYGC Management reserves the right to relocate Vendor. UYGC Management shall use reasonable commercial efforts to allocate locations on a basis fair to all vendors in the interests of optimum traffic control and exhibit exposure and will make efforts not to place competitive exhibitors adjacent to or opposite each other without their mutual consent, but in any event UYGC Management will not be held liable for failing to meet these objectives and UYGC Management failing to meet these objectives does not relieve the vendor from its obligations under this Agreement.
SET-UP AND DISMANTLING EXHIBITS
Vendors must set up and dismantle Vendor’s exhibit and remove Vendor’s property from the UYGC Event within the time schedule specified by UYGC Management. If Vendor fails to remove exhibit, equipment and accessories from the UYGC Event by the final move out time limit, Vendor agrees to pay for such additional costs incurred by UYGC Management as a result of Vendor’s late move out. UYGC Management will not be responsible to vendor for any loss or damage caused as a result of the booth being opened and unattended during UYGC Event hours.
ARRANGEMENT OF EXHIBITS
Displays must not protrude beyond the measured booth dimensions or obstruct a clear view of the neighbouring booths, and may not be taller than 8 ft. in height except in specified areas. Vendor is liable for any damage that Vendor causes to building, floors, walls, columns or to any standard equipment provided by the Venue or otherwise. Vendor is also liable for any damage caused to any other vendor’s property. Vendor may not apply paint, lacquer, adhesive or other coating to building columns or floors or to standard equipment without advance written consent of UYGC
NOISE AND MACHINERY
UYGC Management shall have the right to stop the display, demonstration of or the running of an engine, machine or equipment which by causing vibration, radiation, noise, smoke, smell or anything that is considered by UYGC Management in its sole discretion to be a nuisance to UYGC Event Vendors or attendees.
BREACH OF CONTRACT
If the Vendor fails to comply in any respect with the terms of this Agreement, including without limitation failing to occupy exhibit by the time set for completion of the installation of displays, all rights of Vendor hereunder shall cease and terminate. Any payment made by the Vendor will be retained by UYGC Management as liquidated damages for breach of contract. In addition, UYGC Management may then retain and rent the Vendor’s space to someone else in its sole discretion.
Vendor grants UYGC Management the right to use the name and logo of the Vendor as a part of its advertising for the limited purpose of communicating Vendor is participating and providing products and/or services at the UYGC Event. DRAWS, PROMOTIONAL GIVEAWAYS AND MAILING LISTS
Vendor is solely responsible to ensure that its promotional activities are in compliance with all applicable laws. All contest terms and conditions, and list of prizes available and their value must be clearly posted. UYGC Management reserves the right to cease any promotional activities that do not meet with the above criteria. Mailing lists compiled by the Vendor at the UYGC Event may not be sold or otherwise distributed and are for the exclusive use of the Vendor, unless otherwise consented to by participating individuals.
HEALTH, SAFETY, FIRE AND SECURITY
Vendor will assume all responsibility for compliance with local, city and provincial health, safety and fire ordinances regarding installation and operation of its exhibit and furthermore, Vendors’ conduct at the UYGC Event.
UYGC MANAGEMENT LIABILITY
Vendor’s property shall be placed on display and exhibited at Vendor’s risk and Vendor participates in the UYGC Event at Vendor’s risk. UYGC Management shall not under any circumstances whatsoever be liable or responsible to any Vendor for: (a) Any loss, damage, theft or destruction whatsoever or howsoever caused to any goods, equipment or any other property; belonging to the Vendor or for which the Vendor is responsible (b) 2 Any damage or injury suffered by the Vendor or his/her servants or agents or by any other person; and (c) Any loss, damage, injury, or cost
whatsoever suffered by the Vendor by reason of any change in the date, time or place of the UYGC Event or the abandonment thereof.
LIMITATION OF DAMAGES
Notwithstanding any other provisions contained herein, it is understood and agreed that UYGC Management’s liability to Vendor for any and all claims arising out of this Agreement, or in any way relating to the UYGC Event, will be limited to direct damages and such liability will, in the aggregate, not exceeding the sum of the fees paid by the Vendor to UYGC Management under this Agreement.
INSURANCE AND INDEMNITY
Vendor agrees to obtain insurance coverage with sufficient scope and amount to ensure that Vendor has reasonable coverage for its obligations under this Agreement and its activities and participation at the UYGC Event including without limitation insurance coverage for the modalities/services being performed and/or the products distributed on the day of the UYGC Event. Exhibitor shall be liable for and will indemnify and hold harmless UYGC and UYGC Management and its directors, officers, employees and contractors from any and all liability, causes of action, claims, demands or proceedings whatsoever, whether by common law or statute, arising out of or in any way related to Vendor’s participation at the UYGC Event and/or
Vendor’s products and/or services.
CANCELLATION OF UYGC EVENT
If UYGC Management should be prevented from holding the UYGC Event by any cause beyond its reasonable control or if it cannot permit Vendor to occupy the allocated space due to circumstances beyond its reasonable control including, but not limited to, strike, fire, civil disobedience, inclement weather, lockouts, acts of war, acts of terrorism, acts of god or actions or inactions of any supplier or contractor, UYGC Management shall [refund the monies in relation to the portion of time that UYGC Management did not allow the Vendor to occupy the premises] and Vendor shall release UYGC Management from any and all claims for damages or otherwise and UYGC Management shall have no further obligation or liability to Vendor. Any
contractual agreements made between the vendor and any supplier shall be between those parties and UYGC Management shall not be a party thereto nor incur any liability on behalf of any one in such contractual arrangements.
This Agreement shall be governed by, and constructed in accordance with, the laws of the province of Ontario and the federal laws of Canada applicable therein.
ASSIGNMENT Vendor agrees that UYGC Management may assign its rights and obligations under this Agreement to a related entity without notice or consent. Vendor may not assign or transfer this Agreement.
This Agreement (in its components of Contract Terms and Conditions, Application Details for Booth Assignment form once completed by Vendor and accepted by UYGC Management) constitute the entire agreement and supersedes all prior agreements, understandings, negotiations and discussions relating to the UYGC Event, whether oral or written. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties relating to the UYGC Event except as specifically set forth in this Agreement.