Terms and Conditions
Minnesota Monthly Food & Wine Experience Exhibitor Contract
1.1 All payment is due with order unless credit is established with Greenspring Media (GM), in which case payment is due upon invoice. All exhibitors that are required to supply a credit card to guarantee payment will have their credit card charged if payment is not received within 10 days of the invoice date. If an exhibitor is 31 days or more delinquent, their participation will be put in a hold status until required payment is received. A finance charge of 1.5% per month will be charged to all invoice amounts not paid within 30 days of the invoice date and collection procedures will occur.
1.2 In the event that the exhibitors account is turned over to an attorney or collection agency for collection, the exhibitor shall pay, in addition to the total amount owned to GM, a sum of 33 1/3% of the Principal for attorneys’ fees and expenses or collection agency fees. In addition, the Exhibitor agrees to pay interest on the total balance due, including attorney’s fees or collection agency fees.
1.3 If the contract to exhibit is placed by an Agency on behalf of the Exhibitor, such Agency warrants that it has full right and authority to place such orders on behalf of the Exhibitor and that the contract will be binding on both the Exhibitor or Agency. The advertiser and its Agency, if there be one, agree to be jointly and severally liable for the payment of all bills and charges incurred. Exhibitor authorizes GM and its election, to tender any bills to the Agency, and such tender shall constitute due notice to Exhibitor of the bill and such manner of billing shall in no way impair or limit the joint and several liability of the Exhibitor and Agency. Payment by Exhibitor to Agency shall not discharge Exhibitor’s liability to GM. The rights of GM shall in no way be affected by any dispute or claim between Exhibitor and Agency.
2. CANCELLATION AND TERMINATION
2.1 All Exhibitor payments, including deposits, are non-refundable and non-transferable upon receipt by GM.
2.2 If Exhibitor fails to make timely payments or fails to appear at the Show, then GM reserves the right, in its sole discretion, a) to cancel this Agreement without further notice or delay, and all rights of Exhibitor as hereunder shall cease and terminate; b) to retain any payment made by Exhibitor as liquidated damages (and not as a penalty) for breach of this Agreement; c) to reassign the Exhibit Space to another Show exhibitor; and d) to bring action against Exhibitor for payment of the full cost of the Exhibit Space per the terms of this Agreement.
2.3 If Exhibitor violates or breaches any other terms or conditions of this Agreement, then any and all payments made by Exhibitor and all amounts due to GM shall be deemed earned by GM. In the event of any violation or breach of the terms and condition of this space contract, GM shall have the right to immediately occupy the Exhibit Space of the violating and/or breaching Exhibitor and utilize it in any manner as GM deems appropriate, including, but not limited to, reassigning the Exhibit Space to another Show exhibitor. Exhibitor shall not be entitled to any offset or mitigation of the amount due under this Agreement as a result of the use of or payment for the Exhibit Space by another Show exhibitor.
2.4 Each covenant by Exhibitor in this Agreement is deemed material. Any violation of any term or condition by Exhibitor shall be a default of the entire Agreement entitling GM to immediately and without notice revoke the privileges granted to Exhibitor and take possession of the space of the defaulting Exhibitor. Any such revocation of the license granted herein shall be without prejudice to GM to make any claim for damages or enforcements of the payment of any amounts due pursuant to the terms hereof.
3. EXHIBITOR OBLIGATIONS
3.1 Exhibitor agrees to occupy the contracted exhibit space (“Exhibit Space”) during 2014 Minnesota Monthly Food & Wine Experience (“Show”) hours. Exhibitor agrees not to assign or sub-lease its Exhibit Space to any person or entity without the prior written permission of Greenspring Media, LLC.
3.2 Exhibitor agrees to obey all applicable policies, laws, ordinances, rules, and regulations (collectively, the “Rules”). This includes, but is not limited to Rules established by
a) Greenspring Media (GM), as producer of the Show; and
b) The owner of the facility where the Show is held (the “Facility”); and
c) The State of Minnesota, the City of Minneapolis, the Minneapolis Fire and Police Departments, and any other government or regulatory body having authority to regulate the Show, the Facility, or the Exhibitor’s participation in the Show. This includes, but is not limited to Rules pertaining to health and safety, consumer protection, and the safety of Show visitors.
d) Liquor vendors must comply with all liquor license requirements, including proof of pourer training, compliance with pouring sample sizes and compliance with Show pouring hours.
e) All food and beverage vendors must comply with Minneapolis Health Department regulations concerning the storage, preparation and distribution of food items. Though handwashing areas will be available, it is recommended that food vendors have available a personal handwashing station and a utensils washing station (see exhibitor manual for details).
3.3 If Exhibitor is selling or taking orders at the show, Exhibitor must complete and submit to GM a MN Revenue Operator Certificate Compliance Form (ST19). Exhibitor will be responsible for any penalties or charges assessed to GM for noncompliance of this requirement/regulation. Liquor exhibitors are prohibited from taking orders at the show due to stage regulations (unless orders are placed through a website with internet connection arranged through exhibitor’s expense).
3.4 Exhibitor agrees that it will conform to all Rules regarding promotional contest(s) or giveaway(s) held at or in connection with the Show. Approval of contest(s) or giveaway(s) is at the sole discretion of GM. Upon request, Exhibitor will provide GM with a copy of show rules and entry materials. To avoid a lottery violation, exhibitors conducting a register-to-win random drawing giveaway MUST provide a second entry box/container and entry forms must be placed on the alternate entry table located at the front entrance to the show on March 1, 2014 (this is in addition to what is placed within your space). It is the exhibitor’s responsibility to remove the additional entry box upon close of the show on March 2, 2014. Final approval of all giveaways/contests subject to GM approval. GM shall have no liability or responsibility whatsoever with respect to the giveaways/contests.
3.5 Exhibitor agrees that the playing, performing, reproduction, broadcasting or other use of any music, materials, devices, processes and dramatic rights that is the subject of any third party-owned copyright, trademark, industrial design, patent or any other intellectual property right (collectively, “Copyrighted Work”), by Exhibitor or its agents, representatives, or employees is subject to the prior approval of GM and is prohibited without the express written consent of GM. Upon approval by GM, Exhibitor has sole responsibility for obtaining, at its sole expense, any license necessary for the public performance of such Copyrighted Work at the Show. Exhibitor agrees to indemnify and hold harmless GM and the Facility (and their respective officers, directors, employees, insurers, agents, representatives and those whom Exhibitor 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 Exhibitor, its agents, representatives, employees and those for whom Exhibitor is responsible in law.
4. EXHIBIT SPACE
4.1 Eligible Exhibits: The following types of businesses are eligible to exhibit at the Minnesota Monthly Food & Wine Experience: Food and wine related organizations, including but not limited to food specialty companies, wineries and distributors, restaurants & delis, breweries and distributors, cookware manufacturers, coffee suppliers, microbreweries, fine dinnerware producers, specialty beverages and kitchen equipment firms. Final approval of all exhibitors subject to Greenspring Media (GM) approval.
4.2 GM will provide a skirted/draped table (table dimensions vary – please refer to show floor plan). Exhibitors are responsible for any additional material, equipment or labor needed in their areas including chairs, tables, wastebasket, electrical outlets, telephone connection, Internet access, etc. Additional items/services can be ordered through the show producer.
4.3 GM will use reasonable efforts to assign Exhibit Space that is consistent to Exhibitor’s wishes, subject to availability. However, GM reserves the right to: (i) determine the eligibility of Exhibitors and exhibits for the Show, (ii) reject or prohibit exhibits or Exhibitors that GM considers inappropriate, disruptive, offensive or otherwise objectionable to GM, other Exhibitors, or Show attendees; (iii) change or modify the layout of the Show and/or relocate exhibits or Exhibitors; (iv) cancel the Show, in whole or in part, due to weather or other circumstances of force majeure; (v) change the date, location and duration of the Show; and (vi) revise the Rules contained in the Exhibitor Manual. GM may exercise such rights in its sole discretion at any time, and will not incur any liability as a result of such exercise.
4.4 Staffing/Attendance: Exhibitors must have their displays set up by Noon Saturday, March 1, 2014. GM reserves the right to request an exhibitor to forfeit their participation in Saturdays show at their own cost if they fail to set up the above date/time. Exhibitor’s spaces must be staffed during all show hours; in no instance can an exhibitor space be left unattended. No exhibitor space will be dismantled before the official close of the Show at 5 PM on Sunday, March 2, 2014. If an exhibitor space is vacated prior to the Show’s closing, exhibitor will be charged an additional $400. All exhibitor spaces must be moved out no later than 9 PM on Sun., March 2, 2014. No staff under the age of 21 (proper ID must be shown to enter event during show times) will be admitted into the event - NO EXCEPTIONS.
4.5 Exhibitors are responsible for the orderly presentation and cleaning within their space. Exhibit Space layout and signage must be prepared in accordance with the Exhibitors Manual and Exhibitor’s booth type. Homemade signs may not be displayed. All tables must be skirted with floor-length, flame-proofed material that is pleated or gathered.
4.6 Exhibitor shall arrange its Exhibit Space such that it does not obstruct the general view nor hide the exhibits of other exhibitors. Tents are not allowed.
4.7 Interviews, demonstration, and distribution of literature must be done within Exhibitor’s Exhibit Space. No loudspeakers or overly loud exhibits (such as noise generated by the exhibit) will be allowed on the exhibit floor. Small sound amplification systems for captive-audience demos may be used; however, the sound must not be inoffensive to neighboring Exhibitors and GM has sole responsibility for the final determination on acceptable sound levels.
4.8 Exhibitor may not distribute stickers, balloons, or gum to Show attendees. Exhibitor is responsible for any direct damage to the Facility (e.g., duct tape on the floor, released balloons).
4.9 Displays may not be dismantled or goods removed during the term of the Show, and must remain intact until the end of the final closing hour on the last Show day. Exhibitor agrees to remove its display and equipment from the Show site by the final move-out day. If Exhibitor does not vacate the Exhibit Space by the deadline or does not return the allocated space to the same condition as at the move-in date, then GM will do so at the Exhibitor’s expense.
4.10 Freight charges must be pre-paid by Exhibitor, and handling charges may apply. GM is not liable for any shipping or handling fees incurred by the Facility or its vendors on behalf of Exhibitor.
5. LIABILITY, INSURANCE, AND INDEMNIFICATION
5.1 Exhibitor shall obtain and maintain, at its own expense, a comprehensive general liability and all risk property insurance policy acceptable to GM for the period commencing on the first move-in date and terminating on the last move-out date. The policy shall name GM as loss insured and insure Exhibitor against all claims of any kind arising from or in any way connected with Exhibitors presence or operations at the Show. The policy shall provide coverage of at least $1,000,000 for each separate occurrence. Upon request, Exhibitor shall provide GM with a copy of such policy and a certificate of insurance.
5.2 Exhibitor is responsible for obtaining insurance for its own exhibit, personnel, display and materials, and for any damages or loss through theft, fire, accident or other cause. Exhibitor accepts all risks associated with the use of the Exhibit Space and its environs. Exhibitor shall not make any claim or demand or take any legal action, whatsoever, against GM or the Facility, for any loss, damage or injury howsoever caused, to Exhibitor, its officers, directors, agents, representatives, and employees or their respective property.
5.3 Neither GM nor the Facility will assume liability for loss for damage, through any cause, of equipment products, goods, exhibits or other materials owned, rented or leased by Exhibitor.
5.4 Exhibitor agrees to indemnify and hold harmless GM and Facility, their respective officers, directors, agents, representatives and employees, against all claims, losses, liability, damages (including legal fees and expenses), costs and charges of every kind resulting from a) its occupancy of the exhibit space and/or its environs, b) the use of equipment or devises furnished to or used by Exhibitor or other persons in connection with the Show, and c) GM, the Facility, Show sponsors or a visitor to the Show and their respective directors, officers, agents, representatives and employees or those for whom Exhibitor is responsible in law.
6. FORCE MAJEURE
6.1 In the event that a) the Facility in which the Show is to be held or is held is destroyed or becomes unavailable for occupancy or b) GM is unable to permit Exhibitor to occupy the Facility or the Exhibit Space, or c) if the Show is cancelled or curtailed, for any reasons beyond the control of GM, including but not limited to, casualty, explosion, fire, lightning, flood, weather, epidemic, earthquake or other acts of God, acts of public enemies, riots or civil disturbances, strike, lockout or boycott, then GM will not be responsible for any loss of business, loss of profits, consequential or special damages or expenses of whatever nature that Exhibitor may suffer, and GM will be entitled to 50% of all fees owed by Exhibitors in order to cover costs incurred by GM in planning and staging the Show.
7. OTHER TERMS AND CONDITIONS
7.1 Any and all GM confidential and proprietary information that Exhibitor (or Exhibitor’s employees, agents, or subcontractors) may encounter during the course of this Agreement will remain confidential. The terms of this paragraph will survive termination of this Agreement.
7.2 The Agreement is for the Show only. GM makes no assurances, expressed or implied, for participation in any future GM-sponsored shows.
7.3 Minnesota Monthly Food & Wine Experience is a registered trademarks of GM. Any use of the Event name/logo must be approved in advance by GM.
7.4 This Agreement contains the entire understanding of the Parties. The terms and conditions shall govern the relationship between GM and the exhibitor and/or agency. GM has not made any representation to Exhibitor or Agency that are not contained within. No waver, alteration, modification or cancellation of any of the provisions of this Agreement shall be binding unless agreed to by both parties in writing.
7.5 GM may assign this Agreement in its sole discretion. Any assignment of the Agreement by Exhibitor is subject to GM’s prior consent.
7.6 This Agreement does not create a Joint Venture.
7.7 The Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota