DEFINITIONS

1. "Event Management"means AWP and its respective owners, officers, directors, members, agents, affiliates, representatives, employees, successors, and assigns. Event Management may be AWP employees or a third party retained by AWP to perform Event management services.
2. "Agreement" means the terms and conditions set forth in the Bookfair Exhibitor Agreement and these Rules and Regulations upon signing and submitting the Bookfair Exhibitor Agreement to Event Management.
3. "Event” means the Association of Writers & Writing Programs Conference and Bookfair event identified in the Agreement.
4. "Event Date(s)” means the date or dates during which the Event will be held.
5. "Event Venue" or "Venue" or “Facility” means the convention center and hotels facilities and any other venues where the Event will be held.
6. “Exhibitor(s),” "you," or "your" means the applicant identified on the front of the Agreement and its officers, directors, members, agents, affiliates, representatives, employees, successors, and assigns.
7. “Exhibit” collectively means any and all of Exhibitor’s materials, goods, products, equipment or belonging displayed, showcased, or used within Exhibitor’s Exhibit Space.
8. "Exhibit Space" means that portion of the Event Venue that Exhibitor uses for its display/exhibit/booth/stand, for Event-related activities hosted by Exhibitor, and/or for other similar purposes. Exhibit Space shall also be interpreted to mean any meeting rooms or other function space at an Event Venue used by Exhibitor for Exhibits.
9. "Exhibit Materials" means all software, hardware, presentations, audio/video, graphics, collateral, information, and other items related to Exhibitor's products and/or services that Exhibitor provides for use at or relating to the Event, as described in this Agreement.
10. "Bookfair", "Exhibition” or “Exhibit Hall” means the exhibition/tradeshow portion of the Event where the Exhibitor's Exhibit Space or Exhibit is located within the Event Venue during the Event.
11. “Execution Date” or "Effective Date"means the date at which the Exhibitor signs the Agreement.
12. "Exhibit Space Fee”means the fee for the Exhibit Space, services and/or goods shown in the Agreement that is to be paid by Exhibitor in consideration for participating in the Event.
13. “Exhibitor Appointed Contractor” or “EAC” means any contractor used by an Exhibitor at the Show other than the Official General Service Contractor or other Official Vendors.
14. "Facility Management” means the owner(s) and manager(s) of the Event Venue or Facility.
15. “Official General Service(s) Contractor” means Shepard Exposition Services.
16. “Official Vendors” or “Event Services Vendor” means the vendors that have been authorized by Event Management to provide supplies and services for the Exhibition, including Exhibit Spaces.
17. "Payment Due Date" means the date by which the Exhibit Space Fee is due and payable.
18. "Representatives" means a party’s employees, contractors, agents, and/or consultants. "Representatives" includes any business partner employees, contractors, agents, and/or consultants invited to act as Exhibitor Exhibit Space staff.
19. "Rules and Regulations" means the rules and regulations established herein, or as amended, by Event Management for the Event, as further described below, as well as in any additional Event rules and regulations as later added or amended by Event Management.

EXHIBITOR AGREEMENT ACCEPTANCE / EXHIBIT SPACE ASSIGNMENTS

The Exhibition (i.e. the Bookfair portion of the Event) is designed to provide a showcase for products and services either specifically designed for or customarily used in the literary arts field. Exhibit Space is self-selected on a tiered system based on the exhibit organization’s cumulative years exhibited. Event management reserves the right to exercise its sole discretion in the acceptance or refusal of Exhibitor applications. Notwithstanding anything herein to the contrary, AWP, in its sole and absolute discretion, retains the right to refuse to provide or assign, to modify or to cancel Exhibitor’s Exhibit Space assignment and/or terminate the Agreement, without cause, for any or no reason whatsoever, at any time, without liability or further obligation to Exhibitor. If Exhibitor's Exhibit Space is altered or reassigned, Exhibitor will be informed of any such changes.

AWP shall not be held responsible or liable for any costs, expenses, damages, or any other sums whatsoever incurred by Exhibitor or any other party as a result of cancellation or rejection of the Agreement, or any cancellation, modification or change in Exhibit Space assignment. Exhibitor understands that under no circumstance will Exhibit Space assignments be a basis for non-payment or a refund of the Exhibit Space Fee. If Exhibitor’s Agreement is rejected or cancelled by AWP prior to the Event the Exhibit Space Fees paid by the Exhibitor will be refunded, except if the rejection or cancellation is due to the Exhibitor’s breach of the Agreement or as otherwise stated herein.

RULES, REGULATION & QUIET ENJOYMENT.

Exhibitor agrees to abide by these Rules and Regulations, the rules and regulations of the Convention Center all hotels and or other Venues contracted by AWP for the Event, as well as any other applicable federal, state or local laws, rules, regulations, codes, ordinances or standards. Further, Exhibitor agrees to abide by all Venue’s standards, codes of conduct, and regulations, including a Venue's regulations governing the distribution of food, beverages, alcoholic beverages, and proper use of Exhibit Space and display materials, including banners, posters, signs, flyers and otherwise.

Exhibitor acknowledges that violation of any Rules and Regulations, including a Venue's rules and regulations may, at Event Management's sole option, result in Exhibitor being removed from the Exhibit Hall by Event Management or the Facility Management and barred from exhibiting in the Event without refund of the Exhibitor’s Exhibit Space Fee or other fees paid to participate in the Event. Exhibitor likewise agrees that all exhibitors and patrons of the Event have the right to enjoy the Event equally.

MODIFICATIONS TO THE RULES AND REGULATIONS

Event Management will have the right, in its sole and absolute discretion, to establish and/or modify the Exhibitor Rules and Regulations and the use of Exhibit Space, as deemed appropriate by Event Management. Event Management will provide Exhibitor with material changes or modifications to the Exhibitor Rules and Regulations by posting such changes or modifications to the then current Exhibitor Rules and Regulations at https://www.awpwriter.org/store/bookfairexhibitor_agreement. Any claim of non-receipt of such changes or modifications will not invalidate or nullify such changes or modifications. Event Management shall have sole control over Event admission policies at all times.

Event Management makes no representations or warranties, express or implied, to Exhibitors regarding the condition of the Event Venue or the success of Exhibitor’s efforts in participating in the Event, or for which the Exhibit Space will be used, or to the number of Event attendees, or the demographic nature of such attendees. Event Management reserves the right to vary or alter Exhibit Space assignments at any time.

SHOW RELATED COMMERCIAL MESSAGES

To the extent Exhibitor provides any information to Event Management, including contact information and other personal information of its officers, directors, employees, agents, and representatives participating in the Event, the Exhibitor grants to Event Management the right to use or release such information for all lawful Event Management and Event related business purposes, including confirming Exhibitor’s Event and Exhibition related information to third parties retained or contracted by Event Management to provide services required or requested for the Event. Furthermore, Exhibitor's officers, directors, employees, agents, and representatives participating in the Event agree to receive email and/or print communications related to the Event, unless each individual specifically selects to opt out of such communications. To opt out, please email bookfairservices@awpwriter.org.

  Please be advised that the information provided to Event Management by Exhibitor, such as the Exhibitor’s information regarding name, address, phone numbers, email and website addresses, number and location of Exhibit Space and names and number of Exhibitor personnel will be treated as public domain information and may be available without limitation on the Event/Exhibition’s website and/or in materials provided to Event attendees, guests, participants or as otherwise deemed appropriate by Event Management.

EXHIBIT SPACE PAYMENT TERMS / ACCEPTANCE / EXHIBIT SPACE ASSIGNMENTS / RELOCATION / CANCELLATION OR REDUCTION IN EXHIBIT SPACE

1. Payment Terms: Payment in full at time of purchase. All Exhibit Space Fees must be paid in United States dollars (US Dollars). All Exhibit Space sales are final and non-refundable.
2. Acceptance: Fulfillment of Exhibitor benefits shall not be provided to Exhibitor until exhibit purchase is made in full. If the Exhibit Space Fee is not paid in full and received by Event Management by their respective due dates, then the Agreement will be cancelled by Event Management and the Exhibitor's benefits, including the Exhibit Space and level will be returned to inventory for use by Event Management as it deems appropriate. No Exhibitor shall be permitted to exhibit or participate in the Event or gain access to or enter the Event or an Event Venue unless and until the Exhibitor has paid the full Exhibit Space Fee by their deadline dates, as stated herein.
3. Exhibit Space Assignments: Fulfillment of Exhibitor benefits, including placement in the Exhibit Space selection queue, are based on cumulative years exhibited at the AWP Bookfair. After the initial rolling launch selection has taken place, exhibits are self-selected and assigned on a first-come, first-served basis.
4. Cancellation or Reduction in Exhibit Space: Exhibitor acknowledges that the damages suffered by AWP from cancellation, withdrawal or reduction in Exhibitor's Exhibit Space will be substantial and that the parties may not be capable of determining the extent of such damages with mathematical precision. For that reason, the following provisions for liquidated and agreed upon damages have been incorporated into the Agreement and agreed upon by the parties as a valid and reasonable pre-estimate of such damages and not as a penalty. Therefore, should Exhibitor (i) cancel the Agreement or withdraw from the Event, or (ii) reduce their contracted amount of Exhibit Space (i.e., downsizing) after the Execution Date of the Bookfair Exhibitor Agreement, the following shall apply:

  Cancellation: If an Exhibitor cancels the Agreement its Exhibit Space after the Execution Date of the Bookfair Exhibitor Agreement, then Exhibitor shall NOT be entitled to receive any refund of the Exhibit Space Fee paid, and Exhibitor shall remain obligated to pay Event Management all amounts due and payable for any Exhibit Space ordered by Exhibitor regardless of the date of notice of cancellation.

  Reduction. A reduction in assigned Exhibit Space is considered a cancellation and will be governed by the cancellation terms stated in this Section. If a reduction in Exhibit Space is requested by Exhibitor and approved to by Event Management, the Exhibitor’s Exhibit Space location may be reassigned by Event Management in its sole discretion.

  Failure to occupy Exhibit Space: Failure of Exhibitor to actually occupy the Exhibit Space assigned may, in Event Management’s sole discretion, result in partial or complete forfeiture of Exhibitor’s rights under any applicable discounts, sponsorship agreements or opportunities associated or affiliated with the Event, including, but not limited to the right to present speakers at, or participate in, any conference component of the Event.

  Written Notice Required: No cancellation by Exhibitor shall be acknowledged unless received in writing by Event Management. Exhibit Space cancellation notifications must be provided to Event Management by email sent to bookfairservices@awpwriter.org. All amounts payable to Event Management based upon or arising from Exhibitor’s cancellation of the Agreement, withdrawal or reduction of Exhibitor’s Exhibit Space are payable to Event Management simultaneously with written notification provided by the Exhibitor. Upon notice of such cancellation, or reduction in Exhibit Space, the Exhibitor shall lose all rights to its assigned Exhibit Space and to participate in the Event and Event Management, in its sole discretion, may reassign the released Exhibit Space to another party without any liability to Event Management. Exhibitors shall also be responsible for any collection costs, including but not limited to, court costs, collection fees, and attorneys’ fees related to the Exhibit Space cancellation or reduction.

EXHIBIT SPACE USAGE / RETAIL SALES / EXHIBIT SPACE SHARING / PROGRAM LISTING

1. Exhibit Space Usage: The Event is conducted to facilitate order taking and the exchange of product and/or services information. Eligibility is generally limited to companies, firms or entities actively and legitimately engaged in the business of publishing, distributing, manufacturing or selling merchandise, materials, products, services, or supplies related to the Event. Exhibit Space is provided to Exhibitor under the definite pledge that the Exhibitor’s Exhibit is germane to the industry and of interest or educational value to the trade. No Exhibitor shall assign, sublet, transfer, sell or share any part of their Exhibit Space unless such assignee has a partnership or joint venture with, or is a subsidiary of the Exhibitor and said assignee is an integral part of the product presentation, without the prior written approval of Event Management. Any attempted sale, sharing, subletting, assignment, transfer, conveyance of this Agreement or any portion of the Exhibit Space, in violation of this Section shall constitute a breach of the Agreement and such action will be voidable at the option of Event Management. Upon such breach Event Management may, in its sole discretion, terminate the Agreement with the Exhibitor and the Exhibitor will be liable for all damages incurred by Event Management, including but not limited to forfeiture of any Exhibit Space Fee paid and payment of remaining portion of the Exhibit Space Fee due under the Agreement.
2. Product Sales/Retail Sales: Exhibitor, at its own cost, shall be solely responsible for any orders taken for future delivery and any over the counter or retail sales of any products or services it makes or transactions it enters into at the Event, including but not limited to obtaining all required sales and retail sellers permits from the proper governmental agencies, the payment of any applicable taxes and fees to the proper taxing authority arising from any such sales or transaction, and obtaining, any required permits or licenses or other consents or authorizations required to entered into such sales or transactions. Exhibitor shall indemnify, defend, and hold harmless Event Management of and from any liability, cost, damages, and expense arising from or related to any order taking or over the counter sales or retail sales at the Event.
3. Exhibit Space Sharing and Exhibit Space Sharing Fee: Event Management shall retain, in its sole discretion, the right to approve any Exhibit Space sharing arrangement. The shared Exhibit Space must maintain the single Exhibit Space integrity, and the assigned Exhibit Space may not be separated. There must be one point of contact for the overall Exhibit Space that will be responsible for the Exhibit Space Fee and any other related fees. One Exhibit Space number will be assigned for the entire Exhibit Space and one program entry.
4. Exhibitor Listing: Exhibitor is entitled to a listing in official Event material. That listing will be what is entered in the exhibitor’s Bookfair ID Sign field in the Exhibit Management webpage. No entity other than the Exhibitor will be granted a listing in official Event material. The Exhibitor of record may not feature names or advertisements of non-exhibiting publishers, manufacturers, distributors, or agents. Event Management will not be liable for any errors or omissions in the Show Directory, attendee lists, websites or in any promotional materials for the Event.

EXHIBIT STANDARDS

Event Management shall, in its sole and absolute discretion, have the right to prohibit or remove any Exhibit Space, Exhibit, or display, or any part thereof, which in Event Management’s opinion is not suitable to or in keeping with the character or purpose of the Event. Questionable Exhibits shall promptly be modified at the request of Event Management. Event Management reserves the right to interpret and remove from the Event any program materials, advertising, literature or other materials or media which is deemed offensive, inappropriate or in bad taste if such materials are displayed or distributed. Exhibitors using costumed persons, image hosts, mannequins, or anyone affiliated with Exhibitor’s Exhibit Space must see to it that such personnel’s appearance and dress do not offend even the most critical. The decision on acceptability rests solely with Event Management, and Event Management retains the right to refuse entry, deny access, or immediately remove such persons from the Event without any liability.

Adult Content: Materials, advertising or literature which include “themes” or “shows” relative to sexuality, nudity or other content that would be, in the opinion of Event Management, considered “X” rated or offensive is strictly prohibited. The decision on acceptability rests solely with Event Management.

EXHIBIT INSTALLATION/DISMANTLE/LOSS

Installation: All Exhibits in the Venue must be in place and display material, cartons and refuse removed from the aisles by the deadline posted in the Event schedule. Exhibitor is required to abide by all Exhibition Set-Up/Dismantle Times. If booth/stand set-up deadline is missed, Exhibitor will be required to wait until the next available time as agreed upon by Event Management. Exhibitors may work within their Exhibit Space for final preparation purposes only. If Exhibitor requires earlier entry, they must obtain written permission from Event Management. Exhibitors must exit the Exhibition Halls at posted times during move-in and move-out, and within 30 minutes after close of Exhibition each day. Exhibits or displays or other materials not conforming to Event specifications as established by Event Management or which in design, operation or otherwise are objectionable in the sole opinion of Event Management shall be prohibited. Exhibit Space that does not follow these Rules and Regulations, or if Event Management determines an Exhibit Space, a display or other Exhibitor materials present an unreasonable obstruction-of-view of other exhibits than that Exhibit Space, display or materials must be altered at the Exhibitor’s own expense.

Exhibit Space Abandonment: Should Exhibitor's Exhibit Space remain unoccupied after the end of the Exhibition Set- Up time or any time thereafter, Event Management reserves the right to remove, rent or other re-assign such Exhibit Space to any other party as it deems appropriate, and no refund or credit shall be made to the Exhibitor, regardless of whether the Exhibit Space is resold or later occupied.

No Attachments: All Exhibits must be free standing. No bolts, screws, hooks, or nails shall be driven into or otherwise attached to the ceiling, walls or floor or any other part of the Event Venue. No part of the any Exhibit may be attached to or otherwise secured to the drapery backdrop or side dividers. In addition, no decals or other adhesive materials shall be applied or affixed to the ceilings, walls, pillars, floor, or any other part of the Event Venue. Exhibitors shall not post any sign of any description except within the confines of their assigned Exhibit Space. All open or unfinished sides of an Exhibit, which may appear unsightly, must be suitably covered or Event Management will have them covered at the Exhibitor's sole expense. Unfinished hard walls are not permitted.

Exhibit Inspections: All Exhibits and displays may be inspected during set-up days by Event Management and/or the Event Services Vendor, and any Exhibitor deviating from the regulations must immediately make modifications to their Exhibit and/or Exhibit Space at the Exhibitor's sole cost and expense prior to opening of the Exhibition. Event Management reserves the right to prohibit the installation of any item(s). All installation must be coordinated with the Event Services Vendor.

Exhibitor Responsibility: Exhibitor is responsible of its Exhibit and materials. AWP and its directors, employees, members, agents and representatives assume no liability or responsibility for loss, damage, or theft of Exhibitor's Exhibit, exhibit materials, property, or person, except to the extent caused by or arising out of the sole or gross negligence, or willful misconduct of AWP or its employees. Exhibitor is required to carry proper insurance coverage as stated herein, below. Event Management, the Event Venue and the Event Services Vendor and their respective officers, directors, employees, affiliates, and representatives assume no responsibility for Exhibit or display material, or property damaged or left unattended in the Event Venue at any time during the Event.

Electrical: All electrical equipment, regardless of source of power, must comply with the National Electrical Code, all Federal, State, and Local safety codes, regulations, and ordinances. All electrical equipment, including signs and lights, shall be in good and safe operable condition and be able to pass the inspection of the local Fire Department. Venue's electrical services terms and conditions will apply. Under NO circumstances shall anyone other than "house electrician" make electrical connections to house equipment.

Fire Regulations/Fire Proofing/Codes: Exhibitors must conform to all applicable fire, health and safety codes, regulations or ordinances of the City and County where the Event is held. Combustible materials or explosives are not permitted in or around the Event Venue without written permission from Event Management. Exhibitors shall not allow their Exhibit Space or displays to block the view of, or impede access to fire alarm boxes, fire hose cabinets, fire extinguishers or other safety equipment.

Utilities: All utilities including but not limited to internet/Wi-Fi, electrical, water, heating, ventilation, and air conditioning are provided exclusively by the Event Venue and not by Event Management, and as such, Event Management assumes no responsibility or liability whatsoever, under any circumstance for any late installation, interruption or disruption of any services that may occur.

EXHIBIT SECURITY AND FIRE SAFETY

General Security: Materials and other content brought into Event Venue is done so at Exhibitors’ own risk, including without limitation any Exhibit materials, displays, equipment, items, goods, wares, and any other property including personal property (collectively “property”). Event Management will provide access and crowd management personnel during the Exhibition installation, show hours and dismantling of the Event for general safety and security purposes only. The security services provided by Event Management are not intended or offered, nor are they to be interpreted by Exhibitors, in any form whatsoever, as a guarantee by Event Management or the Event Venue against any loss, theft or damage to Exhibitor or any of Exhibitor’s Exhibit, property or possessions.

Exhibitors understand and agree that the provision of such security services constitutes adequate discharge of all obligations of Event Management to supervise and protect Exhibitor’s Exhibit, property and/or possessions within the Event. Exhibitors are solely responsible for the security and safeguarding of their Exhibit Space and its property at all times. Exhibitors may furnish additional guards at their own cost and expense subject to Event Management’s prior written approval. Exhibitors understand and agree that Event Management is not liable for anything its guard service, or the Event Venue security does or fails to do. Exhibitors will not be allowed into the Exhibition Hall areas of the Event Venue after Exhibition hours.

USE OF EXHIBIT SPACE / CHARACTER OF EXHIBIT

Exhibitors shall reflect their company’s highest standard of professionalism while maintaining their Exhibit Space during Exhibition hours during the Event. The Exhibit Space must be maintained and manned by at least one of the Exhibitor’s representatives at all times during the Exhibition’s open hours of operation. Exhibitors and/or their representatives may not bring into the Event Venue any articles or take any action (or failure to act) that may, directly or indirectly, invalidate or increase the premiums on the insurance policies held by Event Management or Facility Management, violate the terms of the Agreement, or may cause damage or injury of any kind to the Event Venue or any other person, property or equipment of Event Management, Facility Management, or any other exhibitors, participants, or attendees present during the Event.

Demonstrations: All demonstrations and Exhibits must be confined to Exhibitor’s Exhibit Space only. Visitors to the Exhibit Space must be contained within the perimeters of the same. No overflow into the aisles or other space will be permitted. Exhibitors shall not attract attention into their Exhibit Space by use of live demonstrations not germane to the products or services on exhibit or display within the Exhibit Space. All such demonstrations are to be approved by Event Management prior to the Event. The use of strolling entertainment or displays is prohibited. Costumed personnel, models, employees, and any other personnel hired by Exhibitor at the Event must restrict their activities to the confines of the Exhibitor’s Exhibit Space. No bicycles, skateboards, roller blades/skates, pogo sticks or any other wheeled or non-wheeled device will be permitted in the Exhibition halls, in the public/lobby areas or any other areas of the Event Venue.

Distribution of Materials: The distribution of samples, souvenirs, publications, materials, etc., or other sales or sales promotion activities must be conducted by Exhibitor only from within its Exhibit Space. The distribution of any articles or goods or demonstration of services that interferes with the activities of, or obstructs access to, neighboring exhibit spaces, or that obstructs aisles, is prohibited. In no event shall Exhibitor use its Exhibit Space to promote any other exhibition, event, or conference, without the prior written permission of Event Management.

Canvassing/Suitcasing Prohibited: Canvassing (suitcasing) or distributing advertising matter outside the Exhibitor’s own Exhibit Space is not permitted. Solicitations of business, or conferences in the interest of business, except by Exhibitors within their own Exhibit Space, are prohibited Event Management has a ZERO tolerance policy for any person or company demonstrating suitcasing behavior. Failure to do so could result in immediate Exhibit space closure and/or may be refused the right to exhibit or participate at future AWP events.

FOOD AND BEVERAGE AT VENUES

The Event Venue’s official caterer is the exclusive food service for the Event Venue and as such must provide all food and/or beverage items served within the Event Venue including Exhibitor’s Exhibit Space and meeting/function space. Preparation of food or beverages within Exhibitor’s Exhibit Space is prohibited.

Alcoholic beverages may not be served within Exhibitor's Exhibit Space without the prior written permission from Event Management and Facility Management a the subject Event Venue. Exhibitors receiving prior permission to serve alcoholic beverages must provide a certificate of insurance for Liquor Liability naming AWP and the Event Venue and their respective officers, directors, employees, affiliates, and representatives as additional insured. Alcoholic beverages may not be served during Exhibition move-in or move-out under any conditions.

TRADE PUBLICATION DISTRIBUTION

In the Event Venues, all trade publications, periodicals, journals and literature must only be distributed from Exhibitor’s Exhibit Space. Event Management shall retain right, at its sole discretion, to accept or reject any publication for distribution or display within the Event Venue during the Event.

PHOTOGRAPHY / VIDEO / RECORDING

Exhibitor may photograph and video its Exhibit area only. Exhibitors shall not photograph, record, or video tape (including without limitation through the use of camera phones, computer/tablet photographic devices, or other photographic or electronic recording devices) of the Exhibition, performances, presentations, product, or other activities at the Event for commercial use, sale, or distribution of any kind without the express written consent of Event Management. Exhibitors shall not photograph, record, or videotape the exhibit/display or products of other sponsors.

From time to time, Event Management or its agents may take or create photographs, motion pictures, video, sound or other electronic or computerized data recordings (collectively the “Recordings”) of the Event in the Event Venue, as well as other Event venues. These Recordings may include images, likenesses, depictions, or representations and/or voices of Exhibitors, and/or Exhibitor’s employees, agents, representatives, spokespeople and Exhibitor’s Exhibit and related merchandise or displays. Exhibitors may not hinder, obstruct, or interfere in any way with such Recordings whether obtained by Event Management or its agents.

Each Exhibitor acknowledges and agrees as a condition of entering into the Agreement with Event Management to exhibit and/or participate in the Event, the Exhibitor, on its own behalf and on behalf of its principals, employees, officers, directors, agents, representatives, spokespersons and invitees (i) grants to AWP the irrevocable right, license and authorization to use, publish, broadcast, translate, adapt and develop into other mediums and formats (including without limitation, video recordings, voice recordings and electronic and computerized data) the Exhibitor’s name, voice, image, likeness, or other portrayal, or the Exhibitor’s trademarks, trade names, logos or merchandise, however received or obtained by AWP, in the course of the Event, either directly or through Event Management’s representatives or agents, for AWP's use in trade, marketing, advertising, promotion, publicity and for any other lawful commercial purpose in the advertising and promotion of the Event and other AWP meetings, events, conventions and exhibitions, without compensation or obligation to the Exhibitor or its principals, employees, officers, directors, agents, representatives, spokespersons or invitees; and (ii) AWP will retain the exclusive right, title and interest (including all worldwide copyrights) to any such Recordings, free of any claims by the Exhibitor or any other person deriving any rights or interest from the Exhibitor.

INTELLECTUAL PROPERTY / MUSIC LICENSING AND USE OF COPYRIGHTED WORKS

Exhibitor Use of Intellectual Property, Music Licensing and Use of Copyrighted Works: As a condition of Exhibitor entering into the Agreement with Event Management to exhibit and/or participate in the Event, the Exhibitor represents and warrants to Event Management that the Exhibitor owns or validly possesses the right to make, use, perform, sell and display any patented products, copyrighted works, trademarks, service marks and trade names (collectively, "Intellectual Property"), as the case may be, used by Exhibitor at or to promote its activities at the Event and all affiliated events. To the extent necessary to fulfill Event Management’s express obligations in the Agreement, Exhibitor shall grant to Event Management a non-exclusive, royalty-free, revocable, non-transferable worldwide license (without the right to sublicense) to use the Exhibitor's trademarks, service marks, logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, and images. Each Exhibitor will be responsible for securing and paying for any and all necessary licenses or consents for (a) any performances, displays or other uses of copyrighted works, trademarks or patented inventions or designs and (b) any use of any name, likeness, signature, voice or other impression, or other intellectual property owned by others at the Event. Exhibitors or their agent(s) agree not to allow any work protected by copyright, trademark or otherwise to be staged, produced, or otherwise performed or displayed, via either “live” or mechanical means, by or on behalf of the Exhibitor at the Event or any event related activities, unless the Exhibitor or agent(s) has previously obtained written permission from the copyright owner or the copyright owner’s designee (e.g., ASCAP, BMI, or SESAC), or the intellectual property right owner for such use. Exhibitors accept full and complete responsibility for the performance of all obligations under any agreement permitting the use of the music or another party’s intellectual property, including but not limited to, all obligations to report data and to pay royalty fees. No Exhibitor will be permitted to play, broadcast or have performed any music or use any other copyrighted or intellectual property or materials, such as photographs or other artistic works, without first presenting to Event Management satisfactory proof that the Exhibitor has or does not need a license to use such music or copyrighted or otherwise protected materials. Event Management reserves the right to remove from the Event all or any part of any Exhibit which incorporates music, photographs, or other copyrighted material and for which the Exhibitor fails to produce proof that the Exhibitor holds all required licenses.

Event Management has no obligation to monitor the uses and displays of intellectual property at the Event, affiliated events or to conduct an independent investigation of the status of rights to any intellectual property. Breach of the foregoing representation or warranty by Exhibitor shall be grounds for immediate revocation of the right to exhibit or participate in the Event, without notice or hearing. Furthermore, if Exhibitor displays products at the Exhibition or offers products in their catalogues or other media displayed or accessible at the Event that are considered by Event Management, in its sole judgment, to infringe on or other violate another exhibitor’s or another party's U.S. intellectual property rights (patent, trademark, trade dress or copyright) Exhibitor may face sanctions by Event Management. Such sanctions may include closing Exhibitor’s Exhibit Space, a ban from the Event, and a loss of seniority privileges and other sanctions as deemed appropriate by Event Management, and a ban from future AWP events, meetings, and conventions.

Exhibitor’s Responsibility: Exhibitor shall remain liable for and shall indemnify, defend and hold harmless Event Management, the Event Venue and their respective directors, officers, employees, agents, and representatives from and against any claim of liability and any incident or resulting loss, cost or damage, including but not limited to, reasonable attorney and expert witness fees, and all other associated costs of lawsuits, for failure or alleged failure to obtain these licenses or consents or for infringements (or claimed violation or infringement) of intellectual property, including without limitation copyright, patent, trade secrets or the unauthorized use of a registered trademark or service mark or other violations of the property or proprietary rights, or the rights of privacy or publicity of any third party arising from, related to or in connection with the Event by Exhibitor or its directors, officers, employees, agents or representatives.

PRIZE DRAWINGS AND CONTESTS

Subject to applicable law, Exhibitors will not be prevented from conducting drawings or contests for prizes and awards during the Event. Exhibitors conducting drawings or contests for prizes and awards will be solely responsible for such legal compliance. Event Management is not in any way responsible for determining applicable law; nor is Event Management liable for such drawing or contests and does not endorse any services or products drawn or won. If it is determined that such drawings or contest do not or will not fully comply with applicable law or that the prizes being offered are misrepresented as to their value or that such drawings or contest would unduly disrupt the proper functioning of the Event such activities must be ceased immediately, and Event Management will have the option to terminate such drawings or contest.

RULES, REGULATION & QUIET ENJOYMENT.

Event Management shall have sole control over admission to the Event. All persons visiting the Event will be admitted according to these Rules and Regulations or as amended by Event Management.

Badges: Admission to the Event is by official Event/Exhibition registration badge only. Early access to the exhibit hall requires a Bookfair Set-Up Access registration, which can be assigned in the exhibitor’s Exhibit Management webpage. A BSA-holder may also escort another registered attendee in to the exhibit hall during set-up hours. Badge must be worn at all times, including Exhibition move-in and move-out. Registration Badges are the property of Event Management and are non-transferable. Exhibitors must supply badges for all exhibit personnel, including but not limited to exhibitor appointed contractors, models, and temporary personnel out of their allotment or through additional payment.

Use of Attendees’ and Registrants’ Information: Event Management is committed to protecting the personal information of its Event registrants and attendees. Exhibitors’ access and use of Event registrants and attendee’s personal information is strictly limited to the terms and conditions set forth in this Agreement and Exhibitor agrees to abide by them.

Children: Children under 16 years of age inside AWP’s contracted venues are required to be supervised at all times by a parent or guardian.

OFFICIAL SERVICE CONTRACTORS / SPONSOR/EXHIBITOR APPOINTED CONTRACTORS

Official Service Contractors: Official service contractors, inclusive of the Event Services Vendor, (collectively “Event Services Vendor/s") will be designated by Event Management and will provide all services required such as drayage, furnishings, accessories, internet, audio/visual equipment, electrical power, and labor to erect and dismantle Exhibitor’s Exhibit, signs, etc., except as expressly stated other herein. An Exhibitor/Service Order Kit will be made available online to Exhibitor containing order forms, rates and instructions on the services provided.

AMENDMENTS / EVENT MANAGEMENT DECISIONS / VIOLATIONS

Event Management Right to Amend the Exhibitor Rules and Regulations: Event Management shall have the right to make or modify, amend, or change such rules and regulations or changes in floor plan arrangements of Exhibit Space for the Event, as it shall deem necessary and to amend same from time to time. Event Management shall have the final determination and enforcement of all terms and conditions and rules and regulations related to the Event.

Event Management Decisions: These Exhibitor Rules and Regulations and any terms and conditions set forth in the Agreement, and any additional rules and regulations, which may be established by the Event Venue or Event Management, shall govern the rights and responsibilities of Event Management and Exhibitors. Any and all matters, compliance issues or questions not specifically covered or addressed in the Agreement, or these Exhibitor Rules and Regulations will be subject solely to the decision and determination of Event Management. Event Management will have full power in any matter of interpretation, amendment and enforcement of all terms and conditions and Exhibitor Rules and Regulations, Exhibitor Materials and in the Facility Management contract, to which Event Management is or will be a party as it deems necessary for the general success of the Event, and in all instances Event Management’s decisions and rulings will be final.

Violations: Any violation by Exhibitor of any of the Exhibit Space Agreement or the rules and regulations stated herein shall subject the offending Exhibitor to cancellation of their Agreement to occupy Exhibit Space, Meeting Space and to forfeiture of any monies paid on account thereof. Upon due notice of such cancellation, Event Management shall have the right to take possession of the offending Exhibitor's Exhibit Space, remove all persons and properties of the Exhibitor and hold the Exhibitor accountable for all risks and expenses incurred in such removal.

INDEMNITY

Exhibitors will be responsible for any and all demands made against either AWP, Event Management or the Event Venue on account of any injury or death, or damage to property occurring in or upon any portion of the Event Venue which are caused, either in whole or in part, by the acts or omissions of the Exhibitor, or their employees, representatives, servants, agents, licensees, Exhibitor Appointed Contractor, or contractors. Exhibitor shall defend, indemnify and hold harmless AWP, and the Event Venue and their respective owners, directors, officers, employees, affiliates, representatives and agents from and against any and all claims, demands, actions, causes of actions, penalties, judgments, and liabilities of every kind and description (including court costs and reasonable attorneys’ fees) for injury to and death of persons, and damage to and loss of property which are caused by, arise from or grow out of the Exhibitor’s presence at the Event, or use or occupancy of the Event Venue or Event services, or from any breach by the Exhibitor of any condition of the Agreement, or from the negligence or willful misconduct or any act or omission of Exhibitor, their employees, representatives, servants, agents, licensees, or contractors, except to the extent due to the sole negligence or willful misconduct of Event Management or its owners, directors, officers, employees, representatives and agents.

COMPLIANCE WITH LAWS AND PERMITS

Exhibitor Compliance with Laws: Exhibitor shall be, and hereby represents and warrants that it is, in full compliance with all applicable United States laws, regulations, and other legal standards and will remain in full compliance with all applicable laws, regulations and legal standards through the completion of the Event, including export control laws, economic sanctions, regulations, and restrictions of the United States and other agencies and authorities based outside of the United States (the “Export Controls”). The Exhibitor further acknowledges that it shall not take any action in violation of the U.S. Foreign Corrupt Practices Act or other applicable international resolutions or national anticorruption legislation, such as the UK Bribery Act, as applicable.

Labor: The Exhibitor agrees to abide by all labor/union-related rules, including all agreements made between Event Management, any labor unions at the Facility, the Official General Service Contractor, Facility Management, or any of their respective agents pertaining to using union labor in the Event Venue.

Permits and Licenses: Exhibitors will be solely responsible for obtaining any licenses, permits, tax identification numbers or approvals required under applicable federal, state, or local laws related to Exhibitor’s activities at the Event. Exhibitors will be responsible for paying all taxes, license fees, use fees, royalties or other fees, charges, levies, or penalties that become due to any governmental authority in connection with their activities at the Event.

Americans with Disabilities Act (ADA): Exhibitors shall have the sole responsibility for ensuring that their Exhibit Space is in full compliance with the Americans with Disabilities Act (ADA) and any regulations under that Act. Exhibitors acknowledge and agree that, in connection with the Event/Exhibition, their Exhibit Space will be a public accommodation as defined under Title III of the Americans with Disabilities Act (“ADA”). As a public accommodation, Exhibitors shall (i) provide, at their own expense, any auxiliary aids and services as may be necessary to ensure effective communication with attendees in their Exhibit Space; (ii) assure, at their own expense, that displays and materials posted at, in or on Exhibitor’s Exhibit Space(s) are accessible to individuals with disabilities; and (iii) not discriminate or retaliate against any individual in violation of the ADA or applicable state laws where the Event Venue is located.

Other Agreements: All rights and privileges granted to Exhibitors under the Agreement are subject to and subordinate to the master leases, permits and or licenses between Event Management and the Event Venue's Facility Management and the City, County, or State where the Event Venue is located, and may be changed, modified, or rescinded by Event Management, in its sole discretion, as necessary to comply with such master leases, permits or licenses.

DAMAGE TO EXHIBITION FACILITY

Exhibitors will not allow any article, vehicles or other materials or goods to be brought into the Event Venue, or any act done on the Event Venue’s premises, which would invalidate the insurance or increase the premium of the policies held by the Event Venue. Further, Exhibitors will not permit anything to be done by their employees, representative, guests, or agents by which act the Event Venue, or its property or equipment of other exhibitors or attendees will be damaged. Anything in connection therewith necessary or proper for the protection of the Event Venue, or its equipment or furniture will be at the sole expense of the Exhibitor. All Exhibit Space is provided subject to these conditions.

Exhibitor assumes the entire responsibility and liability for any damage or loss to the Event Venue, its own property or to the property of others whatsoever resulting from such violations. In the event damage or loss occurs to Exhibitor’s Exhibit or property and such damage is caused by another exhibitor, the involved parties shall be responsible for resolving the dispute between them, and hereby release AWP, Event Management, Event Management’s Service Contractors, and Facility Management from any liability or damages claims or actions related to such damage or loss.

FORCE MAJEURE / DISRUPTION OF EVENT

Force Majeure: If the Event is terminated, in part or whole, for any reason beyond the reasonable control of Event Management, including without limitation acts of God, war, mob, riot or civil commotion, strikes, labor disputes, accidents, governmental laws, ordinances, regulations, requisitions or restrictions, unavailability of the Event Venue or facilities, lack of utilities, commodities or supplies, inability to secure sufficient labor, civil disturbance, terrorism or threats of terrorism, disruption to transportation, disaster, fire, earthquakes, severe weather conditions, epidemic or pandemic including but not limited to COVID-19 or its variant strains, or any other comparable calamity, casualty or condition, Event Management, at its sole discretion, shall have the right to terminate the Agreement without liability, and Event Management may, in its sole discretion, retain the earned portion of the Exhibit Space Fee required to recompense it for costs, expenses and commitments incurred up to the time of terminating the Event, including but not limited to overhead costs, administrative costs, out of pocket costs, deposits, termination fees, and other Event related costs and expenses. The remaining unearned Exhibit Space Fee actually paid to Event Management, if any, will be refunded to Exhibitor in full satisfaction of all liabilities of Event Management to Exhibitor, and the Exhibitor agrees to waive all claims it might have against Event Management for damages or expenses discharge of all claims against Event Management in exchange for such refund.

Disruption of Event: If any part of an Event Venue is damaged or if circumstances beyond Event Management’s reasonable control make it illegal, impossible, impracticable, or inadvisable for Event Management to permit Exhibitors to occupy or continue to occupy their assigned Exhibit Space location during any part of or the entire Event, Event Management will retain the right to relocate Exhibitors to alternative Exhibit Space within an Event Venue, if practical under the circumstances. If, Event Management, in its sole discretion, determines that Exhibit Space relocation is not feasible, Exhibitors will be charged a pro rata Exhibit Space Fee for the period that the Exhibit Space was or could have been occupied by Exhibitor, and Event Management will refund the remaining portion of the Exhibit Space Fee paid, minus a share of costs, expenses and commitments required to recompense Event Management up to the time of termination, in full satisfaction of all liabilities of Event Management to the Exhibitor, and the Exhibitor agrees to waive all claims it might have against Event Management for damages or expenses discharge of all claims against Event Management in exchange for such refund.
Such expenses costs, and commitments shall include, but not be limited, to all expenses incurred by Event Management as a result of contracts with third parties for the provision of services of products incidental to the Event, all out of pocket expenses incurred by Event Management to the Event; and all overhead expenses of Event Management attributable to the production of the Event be changed by Event Management. Event Management shall not be financially liable in the event the Event is interrupted, canceled, moved, or dates changes except as provided herein.

Pre-Event Excused Non-Performance: Exhibitor agrees that Event Management may invoke the Force Majeure declaration as stated in the Section, above, at any time prior to or during the actual Event Dates, if a Force Majeure occurrence, as stated above, takes place prior to the Event Dates which makes it illegal, impossible, impracticable or inadvisable to continue with the Event over the Event Dates, or (ii) Event Management reasonably determines, in good faith, that such Force Majeure occurrence could adversely affect Event participants or others health, safety or well being, or contaminate the Event Venue, or otherwise cause material impairment or harm to the Event, Event Management or Event participants or others. If Event Management invokes the Force Majeure declaration at any time prior to or during the actual Event Dates, then Event Management may, at its discretion and without liability, either (i) cancel the Event in its entirety and terminate this Agreement, or (ii) cancel the in-person Event and convert the entire Event to an online Virtual Event platform.

Interruptions and Delays: No interruption, diminution, delay or discontinuance of any part or portion of the Event, regardless of the reason, shall be deemed a disturbance of Exhibitor’s use of or eviction from the Exhibit Space; nor shall any such interruption, diminution, delay, or discontinuance relieve Exhibitor from full performance of the Exhibitor’s obligations under this Agreement, unless otherwise agreed to in writing by Event Management’s authorized representative.

Change of Dates, Times, or Location: Event Management reserves the right to change, increase or decrease the Event's Exhibition or conference hours, number of Event days, Event Dates, Event location, Event theme, or Event name, at its sole discretion. Notwithstanding anything to the contrary in the Agreement, Exhibitor acknowledges and agrees that if Event Management elects to re-name, change, increase or decrease Exhibition or conference hours, days, Event Dates or times, or the Event’s location, Exhibitor shall not be entitled to and expressly disclaims any right or claim to the return of any portion of any Exhibition Space Fees, deposits paid or payable by Exhibitor to Event Management.

Relocation of Event: If Event Management determines it is in the best interest of the Event to re-locate the Event to a different Venue or city than originally scheduled, and the revised Event Dates are not more than one hundred-twenty (120) days earlier or one hundred-twenty (120) days later than the original Event Dates, no refund will be due to Exhibitor, provided however, Event Management shall assign to Exhibitors, in lieu of the original Exhibit Space, such other Exhibit Space as Event Management deems appropriate, and the Exhibitor agrees to use such Exhibit Space under the terms of this Agreement. However, if Event Management elects to terminate the Event in its entirety other than for a reason stated in Section 25, Event Management shall refund to the Exhibitor the Exhibit Space Fee previously paid, in full satisfaction of all liabilities and obligations of Event Management to the Exhibitor, and the Exhibitor shall waive all claims it might have against Event Management for damages or expenses and discharges all claims against Event Management in exchange for such refund.

LIMITATION OF LIABILITY

EXHIBITOR EXPRESSLY ASSUMES ALL RESPONSIBILITY, LIABILITY AND RISK ASSOCIATED WITH, RESULTING FROM OR ARISING IN CONNECTION WITH THE EXHIBITOR’S PARTICIPATION OR PRESENCE AT THE EVENT, INCLUDING, WITHOUT LIMITATION, ALL RISKS OF THEFT, HARM, LOSS, DAMAGE OR INJURY TO OR OF ANY PERSON (INCLUDING DEATH), ITS OWN PROPERTY OR THE PROPERTY OF OTHERS, BUSINESS OR PROFITS OF EXHIBITOR, TORTIOUS ACTIVITY OF ANY KIND (INCLUDING LIBEL, SLANDER OR INJURIES CAUSED BY SOUND LEVELS IN OR AROUND EXHIBITOR'S EXHIBIT) WHETHER CAUSED BY NEGLIGENCE, INTENTIONAL ACT, ACCIDENT, ACTS OF GOD OR OTHERWISE PRIOR TO, DURING OR SUBSEQUENT TO THE PERIOD COVERED BY THIS AGREEMENT.

EXHIBITOR AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, AWP or EVENT MANAGEMENT, EVENT MANAGEMENT’S SERVICE CONTRACTORS, THE EVENT VENUE AND ITS FACILITY MANAGEMENT AND THE CITY WHERE THE EVENT VENUE IS LOCATED AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES WILL NOT BE HELD LIABLE FOR ANY LOSS OR DAMAGE TO EXHIBITS, OR MATERIALS, GOODS AND WARES (COLLECTIVELY “PROPERTY”) BELONGING TO THE EXHIBITOR, AND THEY ARE HEREBY RELEASED FROM LIABILITY FOR ANY DAMAGE, LOSS, OR INJURY TO PERSON OR PROPERTY OF THE SPONSOR/EXHIBITOR OR ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, INVITEES AND GUESTS, RESULTING FROM FIRE, STORMS, WATER, ACTS OF GOD, AIR CONDITIONING OR HEATING FAILURE, THEFT, MYSTERIOUS DISAPPEARANCE, BOMB THREATS, RESTRICTIONS IMPOSED BY ANY GOVERNMENTAL AGENCY, OR ANY OTHER CASUALTY, CALAMITY OR CAUSES WHATSOEVER.

IN NO EVENT WILL AWP or EVENT MANAGEMENT, EVENT MANAGEMENT’S SERVICE CONTRACTORS, THE EVENT VENUE AND ITS FACILITY MANAGEMENT OR THE CITY WHERE THE EVENT VENUE IS LOCATED OR THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY NATURE OR FOR ANY REASON WHATSOEVER WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. EVENT MANAGEMENT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE NUMBER OF PERSONS WHO WILL ATTEND THE EVENT VENUE OR REGARDING ANY OTHER MATTERS. EXHIBITOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PROVIDED UNDER APPLICABLE LAW EVENT MANAGEMENT’S MAXIMUM LIABILITY TO THE EXHIBITOR IN ANY WAY RELATED TO, IN CONJUNCTION WITH OR ARISING FROM THIS AGREEMENT, THE USE, REFUSAL, REJECTION OF EXHIBIT SPACE, OR JUDICIAL DETERMINATION OF EVENT MANAGEMENT’S WRONGFUL CANCELLATION OF EXHIBIT SPACE WILL BE LIMITED SOLELY TO THE RETURN OF THE EXHIBIT SPACE FEE PREVIOUSLY PAID TO EVENT MANAGEMENT BY EXHIBITOR.

RIGHT TO OFF-SET

Event Management reserves the right to apply any Exhibit Space Fee and deposit amounts paid by Exhibitor pursuant to this Agreement (i) to remedy any breach by the Exhibitor under this Agreement; (ii) to remedy any breach by Exhibitor under any other agreement(s) between Exhibitor and Event Management or its affiliates; (iii) for payment of any checks returned for NSF (including any bank or credit card fees related to the NSF check); and (iv) to pay any onsite violations fees Exhibitor incurs. Exhibitor will pay to Event Management the amount offset against a past due amount within ten (10) days of the date of Event Management’s notice or, if the deadline for the applicable payment is more than ten (10) days from the date of the notice, by the applicable deadline. If Exhibitor fails to pay the offset amount within the required period, the Exhibitor shall be considered to be in breach of its payment obligations under the Agreement and Event Management shall have the right to terminate or change the Exhibitor’s Exhibit Space and exercise its other rights under the Agreement.

GOVERNING LAW / ARBITRATION

The Agreement and these Rules and Regulations shall be construed as a whole in accordance with their fair meaning and the applicable laws of the State of Virginia, USA, without regard to its conflict of law’s provisions. Any and all disputes in any way relating to, or arising out of the Agreement or the assignment, use, denial, change, or cancellation of Exhibit Space, shall be submitted for arbitration before a single arbitrator as the sole and exclusive remedy for resolving such controversies. The decision of the arbitrator shall be final and binding and that a judgment may be entered on such award in any court of competent jurisdiction. Any such proceeding shall take place in Norfolk, Virginia, USA, to the exclusion of all other venues. Exhibitor hereby consents to the jurisdiction of courts and waive any objections to venue therein.

EXHIBITOR ACKNOWLEDGES AND AGREES THAT BY SELECTING ARBITRATION AS THE SOLE AND EXCLUSIVE REMEDY FOR RESOLVING ALL DISPUTES BETWEEN EXHIBITOR AND EVENT MANAGEMENT, EXHIBITOR IS WAIVING ITS RIGHT TO A TRIAL TO WHICH IT MAY BE OTHERWISE ENTITLED.

SEVERABILITY AND WAIVER

If any portion of the Agreement, including any portion of these Rules and Regulations, becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, void, or invalid, then that portion will be considered severed from this Agreement, and all remaining portions will remain in full force and effect as long as the essential terms of the Agreement remain valid, legal, and binding. No waiver of any breach, failure, right, or remedy will be considered as a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless made in writing and signed by Event Management. Without limiting the generality of the preceding sentence, if any remedy set forth in this Agreement is determined to have failed of its essential purpose, then all other provisions of the Agreement, including the limitation of liability and exclusion of damages, shall remain in full force and effect.

MISCELLANEOUS / ENTIRE AGREEMENT

Exhibitor agrees and acknowledges to the following:

1. The headings to the various sections of this Agreement, including these Rules and Regulations are inserted only for convenience of reference and are not intended nor will they be construed to modify, define, limit, or expand the intent of the parties as expressed herein.
2. The rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. The terms and provisions of this Agreement, which fully incorporates these Exhibitor Rules and Regulations, shall be construed as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of the Agreement. Each of the signatories acknowledges they have reviewed the Agreement in full and have had an opportunity to consult with counsel of their choosing. A signature received electronically shall be as legally binding for all purposes as an original signature.
3. Exhibitor and AWP shall each perform their respective obligations under this Agreement as independent contractors and not as the agent or employee of the other party. Nothing contained in this Agreement, nor any action taken by either party, shall be deemed to make either party (or any of such party’s employees, agents, or representatives) an employee or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.
4. This Agreement shall not be assigned nor shall Exhibitor's right to use the Exhibit Space be sublicensed by Exhibitor without the prior written consent of Event Management's authorized representative in each instance, which may be withheld in Event Management's sole discretion. Any attempt by Exhibitor to assign this Agreement or sublicense its right to use the Exhibit Space without the prior written consent of Event Management shall be null and void. Event Management may, in its sole discretion, assign or transfer this Agreement at any time to any party including, without limitation, any affiliate, successor owner or operator of the Event, without prior consent or notice to Exhibitor.
5. This Agreement, including these Rules and Regulations, and any amendments and schedules referred to herein constitute the complete and exclusive statement of the terms of the agreement between Event Management and Exhibitor pertaining to the Event, and supersede any and all prior oral and written understandings, quotations, communications, and agreements. Should any inconsistency exist or arise between a provision of the Agreement and another incorporated writing, the provision of the Agreement will prevail. No person is authorized to make any changes, amendments or modifications to the Agreement or the Rules and Regulations, or any terms and conditions thereto, except in a writing specifically referring to this Agreement and signed by a duly authorized representative of Event Management. Termination of this Agreement will not affect or modify those obligations of the parties under the Agreement that by their terms are to survive the termination of this Agreement.