1. VENDOR AGREEMENT
The Vendor agrees to (i) obey all laws, by-laws, ordinances and regulations governing use of the facility and operation of the Link VRS (“the Showcase”), (ii) abide by the rules and regulations of the city, fire and police departments and of any other government or regulatory body having authority to regulate the facility and the Showcase, and (iii) obey all laws, including those pertaining to health and safety, consumer protection and protection of visitors of the Showcase.
The Vendor agrees to abide by all rules and regulations governing the Showcase established from time to time, specifically those enumerated in the “Link VRS Policies & Procedures”.
The Vendor agrees to obtain, at its own expense, any licenses or permits which are required for the operation of its trade or business during the term of the Showcase and to pay all taxes, including all applicable sales taxes, of any nature or kind that may be levied against it as a result of the operation of its trade or business in its contracted space.
The playing, performing, reproduction, broadcasting or other use at the Showcase of any music, materials, devices, processes and dramatic rights (the “Work” that is the subject of any third party copyright, trademark, industrial design, patent or any other intellectual property right, by the Vendor or its agents representatives or employees is prohibited without the express written consent of the Showcase.
The Vendor agrees to indemnify and save harmless the Showcase and the facility (and their respective officers, directors, employees, insurers, agents, representatives and those for whom the Vendor is responsible in law) against any and all claims, losses, liabilities and damages (including legal fees and expenses) costs and charges arising from or as a result of any unauthorized use of any Work by the Vendor its agents, representatives, employees and those for whom the Vendor is responsible in law.
2. LINK VRS RIGHTS
The Showcase reserves the right, in its sole and unfettered discretion to: (i) determine the eligibility of Vendors and exhibits for the Showcase, (ii) reject or prohibit exhibits or Vendors which the Showcase considers to be contrary to law, common decency or good morals or otherwise improper or detrimental to the reputation of the Showcase, as determined in the Showcase’s sole discretion; (iii) change or modify the layout of the Showcase and/or relocate exhibits or Vendors; (iv) cancel, in whole or in part the Showcase; or (v) change the date, location and duration of the Showcase; all without any obligation or liability to the Showcase.
The Vendor shall not assign any rights or sublet space under this Agreement without the prior written permission of the Showcase, which permission may be withheld in the Showcase sole discretion.
The Vendor agrees to indemnify, defend, save and hold harmless the Showcase officers, directors, partners, agents, representatives and employees, against all claims, losses, liability, damages (including legal fees and expenses) costs and charges of every kind resulting from (i) any breach of this Agreement by Vendor, (ii) Vendor’s use and occupancy of the exhibit space and/or its environs, (iii) the use of equipment or devices furnished to or used by the Vendor or other persons in connection with the Showcase, and (iv) personal injuries, including, without limitation, death, property damages or any other damage sustained by the Vendor, the Showcase, the facility, Showcase sponsors or a visitor to the Showcase and their respective directors, officers, agents, representatives and employees or those for whom the Vendor is responsible in law. Neither the Showcase nor any of its officers, partners, employees or agents shall be responsible or liable for any loss or damage to the personal property of Vendor or its employees or agents in connection with Vendor’s use of the facility hereunder. Vendor acknowledges and agrees that all of its property or property of others in the facility shall be used and/or stored in the facility at the sole risk of Vendor, and Vendor hereby waives and releases the Showcase from any and all claims or costs related thereto to the fullest extent permitted by law.
The Vendor is responsible to insure its own exhibit, personnel, display and materials from any damage or loss through theft, fire, accident or other cause and accepts all risks associated with the use of the exhibit space and its environs. The Vendor shall not make any claim or demand or take any legal action, whatsoever, against the Showcase, it parent corporation, subsidiaries, all affiliated companies, and/or the Showcase sponsors, for any loss, damage or injury howsoever caused, to the Vendor, its officers, directors, agents, representatives, and employees or their respective property.
6. EXHIBIT DISPLAY
The Vendor agrees that no display will be dismantled or goods removed during the term of the Showcase, but will remain intact until the end of the final closing hour on the last Showcase day. The Vendor also agrees to remove its display and equipment from the Showcase site by the final move-out day, and in the event of a failure to do so, or failure to return the allocated space to the same condition as the move-in date, the Vendor agrees to pay for any additional costs and expenses incurred.
The Vendor shall have the right to cancel this Agreement by notice in writing to be delivered to the Showcase no later than sixty (60) days preceding the opening date of the Showcase. All deposits received by the Showcase up the date of notice of cancellation are non-refundable and non-transferable.
8. NO AGENCY
This agreement represents the entirety of the relationship between The Showcase and Vendor, no other relationship exists between the parties, implied or otherwise, including that of a joint venture or partnership.
9. ATTORNEYS FEES
In case any suit or action is instituted by either the Showcase or Vendor to enforce compliance with this Agreement, including all appeals, the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses from the losing party, in addition to the costs and disbursements provided by statute.
10. GOVERNING LAW
This Agreement is entered into in the State of Texas and, in the event of any controversy or litigation, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its principles of conflicts of laws. Any action arising out of or in connection with this Agreement or the conduct, acts or activities of the parties hereunder shall be brought in the federal or state courts located in Harris County, Texas, and the parties hereby submit to the exclusive jurisdiction of those courts and consent to venue in those courts for any such actions or proceedings.
11. ADDITIONAL RULES
Vendor move in will be January 22, 2018. Vendor badges will be issued at check in and any additional badges may be purchased at that time. All personnel inside of the Austin Convention Center will be required to have a badge on before, during, and after Link VR Showcase. All decorating services will be contracted through a third party decorating company (TBA). If an outside contractor is requested by the Vendor, sole distraction will lie with the contracted decorator (TBA). No exceptions. In the event that a vendor fails to use all or part of any space reserved, refunds will not be made on the unused portion of the space.
All badges must be visible where a representative of The Showcase can see them. No illegal, controversial, or inflammatory merchandise will be allowed to be on display, for sale, or on exhibition. If a situation arises, The Showcase retains the right to have vendor and merchandise removed. No nudity, including body paint will be allowed. Chest and buttocks must be covered. Music and Sound level: Sound, or any form of entertainment, must not escape the confines of the booth, so as not to interfere with the sales and enjoyment of surrounding booths. The Showcase reserves the right to ask the vendor to adjust sound level or entertainment level at any time. All “give-aways” shall be sanctioned and conducted by the Showcase or a person appointed by the Showcase to ensure the safety of all patrons. No hard-sided items shall be thrown or tossed into a crowd or in the direction of individuals and no mechanical or assisted disbursement device (i.e. t-shirt guns, sling shots, etc.) shall be used inside the Showcase.
The Austin Convention Center security and/or law enforcement will be posted at various stations throughout the facility to help with any questions or concerns. Link VR Showcase reserves the right to have any patron or vendor removed from the property if a representative from The Showcase or law enforcement feels this is warranted.
All property of any vendors is understood to remain under the custody and control of said vendor. This includes, but is not limited to, during transport to venue and during the confines of the venue. At no time is The Showcase responsible for the property belonging to any vendor.
12. VENDOR’S AGENTS
The Vendor will be accompanied by employees and/or independent contractor(s) to assist with the exhibit. All persons under the control of the Vendor shall be the responsibility of the Vendor and will act as an agent for the Vendor. Vendor agrees and acknowledges that four (4) vendor badges per 100 sq. ft. of booth space is included with the vendor’s exhibit fees. Additional vendor badges may be purchased on the date of the event and all names may be changed up to the event date.