"College" means the Pennsylvania College of Technology. "College Affiliates" means the College, its officers, directors, agents, affiliates, representatives, employees, contractors, subcontractors and representatives, their successors and assigns. "Event" means Wildcat Comic Con, currently scheduled to be held on September 27th, 2014 ("Event Dates") at the College. The Event is owned, produced and managed by the College. "Exhibitor" means, collectively (i) the Person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by the College in the manner stated below and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable. "Person" means and includes an individual, a corporation, a partnership, a limited liability company or any other entity. "Laws" means all ordinances, statutes, rules, regulations, orders, injunctions, writs, or decrees of any government or political subdivision or agency thereof, or any court or similar entity established by any thereof. Other terms are defined elsewhere in this contract.
This contract shall become binding and effective only when it has been signed on the facing page by Exhibitor and counter-signed on the facing page by a duly authorized representative of the College.
Assumption of Risks; Releases
Exhibitor expressly assumes all risks associated with 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 cause by negligence, intentional act, accident, act of God or otherwise. Exhibitor has sole responsibility for Exhibitor's 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). The College Affiliates do not accept responsibility, nor is a bailment created, for property delivered by or to Exhibitor. The College shall not be liable for, and Exhibitor hereby fully and forever releases and discharges the College Affiliates, individually and collectively, and each of them , from all claims, actions, causes of action, demands, cross-claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, right, damages, costs, attorneys' fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively "Claims") which Exhibitor may now have or have had or which may hereafter accrue, in connection with 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 Exhibitor at the time may have materially affected Exhibitor's decision to execute this contract. Exhibitor acknowledges and agrees that by reason of this contract, and the releases contained in this Section 3, Exhibitor is assuming any risk of such unknown facts and such unknown and unsuspected claims.
Exhibitor shall indemnify, defend (with legal counsel satisfactory to the College in its sole discretion 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 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 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, intention act, accident, act of God, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against the College Affiliates without College's prior written consent.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE COLLEGE AFFILIATES 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 APPRAISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL COLLEGE'S MAXIMUM LIABILITY UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT ACTUALLY PAID TO THE COLLEGE BY EXHIBITOR FOR EXHIBIT SPACE RENTAL PURSUANT TO THIS CONTRACT. College 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 Exhibitor
The College shall have the right to determine whether a prospective exhibitor is eligible to participate in the Event. Applicants may be required to submit a description of the nature of their business and the items intended to be exhibited. The College reserves the right to restrict or remove any exhibit which the College, in its sole discretion, believes it objectionable or inappropriate. Only Exhibitors with products and/or services relating to comic books, comic strips, animation, or other related popular culture items are eligible to exhibit.
Assignment of Space
Exhibit space shall be assigned by the College 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 the College. The College reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event if the College in its sole discretion determines that to do so is in the best interest of the Event.
Cancellation by Exhibitor
There will be no refunds for cancellations made by the Exhibitor. Refunds for unused spaces will not be issued.
Termination by the College
If Exhibitor fails to make a payment required by this contract in a timely manner, the College may terminate this contract immediately (and Exhibitor's participation in the Event) without further notice and without obligation to refund monies previously paid. The College reserves the right to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to the College The College is expressly authorized (but has no obligation, express 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. The College may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under the contract without any obligations on the College'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 the College removes or restricts an exhibit which the College considers to be objectionable or inappropriate, no refund will be due Exhibitor.
Cancellation of the Event
If the College cancels the Event due to circumstances beyond the reasonable control of the College (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit facility), the College shall refund to Exhibitor any rental payment previously paid, minus a share of costs and expenses incurred by the College, in full satisfaction of College's liabilities to Exhibitor. The College reserves the right to cancel, re-name, or re-locate the Event or change the dates on which it is held. If the College 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, the College shall assign use of such space to Exhibitor pursuant to the terms of this contract. If the College elects to cancel the Event other than for reasons previously described in this paragraph, the College 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 College to Exhibitor.
Exhibit Space Occupancy
Hours and dates for installing, occupying and dismantling exhibits shall be those expressly specified by the College. If Exhibitor fails to install its display in the assigned space by one hour before Event opens or leaves that space unattended during the Event hours, the College 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 the College.
Listings and Promotional Materials
By Exhibitor's participation in the Event, Exhibitor expressly grants the College a fully paid, perpetual non-exclusive license to use, display and reproduce the name and 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 the College promotional materials. The College 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 the College may also take photographs of Exhibitor's booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any College promotional purpose.
Care of Exhibit Facility
Exhibitor shall promptly pay for any and all damages to the College's facilities, booth equipment or the property of others caused by Exhibitor.
Taxes and Licenses
Exhibitor shall obtain (a) any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event at is sole expense and (b) 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, and provide proof thereof satisfactory to the College prior to the opening of the Event, as a condition to Exhibitor's participation in the Event.
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
Exhibitor shall abide by and observe all Laws, and all the rules and regulations of the College (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.
Additional Terms and Conditions
The College has the 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 any exhibit and withdraw acceptance of the contract, the College may refuse to consider for participation in future events held by College an Exhibitor who violates or fails to abide by the contract and any of the College's rules and regulations. Any amendment or modification to this contract must be in writing and signed by an authorized representative of the College. 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 the College.
Exhibitor Information Guide
The College will send to the primary contact listed on the front of this contract the following: confirmation of space, shipping information, utilities and building services, exhibitor display rules, and move in and move out schedules.
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 the College. The College 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 Information Guide or similar document) are incorporated herein and shall have the full force and effect as if set forth herein. Exhibitor shall observe and abide by additional regulations made by the College as soon as these additional rules and regulations are communicated to Exhibitor. This contract (including the Exhibitor Information Guide and any additional rules or regulations adopted by the College from time to time) states the entire agreement of the parties with respect to the subject matter hereof.
This contract is governed by the internal law of the Commonwealth of Pennsylvania, without regard to its choice of law rules and shall be interpreted in accordance with its fair meaning and not against either party hereto. The headings used herein are for convenience of reference only and shall not affect or be taken into account in the interpretation of the provisions hereof. Whenever this contract provides for the approval, consent, satisfaction, decision or similar action by the College, it shall be a matter for the sole discretion of the College.
Venue; Waiver of Jury Trial
Any action, suit or proceeding ("Action") arising out of or relating to this contract or the Event or any of the matters which are the subject hereof shall be brought in and only in the Court of Common Pleas of Lycoming County, Pennsylvania or the United States District Court for the Middle District of Pennsylvania. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Williamsport, Pennsylvania. College and Exhibitor hereby waive any right to a jury trial in any Action.
Character of Displays; Use of Aisles and Common Areas
Distribution of samples and printed matter of any kind, and any promotional materials is restricted to the exhibit booth. All exhibits shall display products or services in a tasteful manner as determined in the College sole discretion. The aisles, passageways and overhead spaces remain strictly under control of the College and not signs, decorations, banners, advertising material or special exhibits will be permitted in any of these spaces except by written permission of the College. 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 a demonstration. Strolling entertainment or moving advertisements outside of an Exhibitor's exhibit space is prohibited.
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. The Pennsylvania College of Technology reserves the right to determine sound interference with others and Exhibitor shall comply with any request by the College to discontinue any such sound or music.
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 Information Guide.
The College will be providing to Exhibitor 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 incorporated herein by reference and shall have the full force and effect as if such terms and conditions are set forth herein. You hereby agree that all information containing terms and conditions provided to you by the College 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.