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SLEEP-CON Exhibitor Terms and Conditions

You (“Exhibitor”) agree to register with International Academy of Sleep, (“IAOS”) for the Sleep-Conference (“Sleep-Con”) to be held at the Aria Hotel and Casino in Las Vegas NV (the “Building”) on October 23rd – 24th, 2020. By completing the IAOS registration form and paying the applicable fee, Exhibitor agrees to be bound by and to adhere to the following terms and conditions.

1. Exhibit Space. Booth location assignments are made on a first come first serve basis and will be assigned upon IAOS’s receipt of a completed registration form with payment. IAOS reserves the right to modify the floor plan to accommodate sales and/or relocate Exhibitors at any time and for any reason. Exhibitor shall not move to another booth location or otherwise relocate the assigned space without prior consent from IAOS. Exhibitor shall forfeit any fees and booth space if found reassigning booth space

2. Payment. Exhibitor must pay 100% of the total cost of the exhibitor package selected from the IAOS Exhibitor Prospectus. The return of Exhibitor’s payment for any reason will result in forfeiture of priority in booth assignment and, depending on space availability, may result in denial of participation in Sleep-Con. An additional $25 fee will be charged for any returned payment. Exhibitor shall not be allowed to set up unless full payment has been received by IAOS. A 3% fee will be charged for any payment made with a credit card or check not issued from a bank in the United States.

3. Additional Charges. Changes to Exhibitor’s space must be approved by IAOS and shall be at Exhibitor’s sole cost and expense. Exhibitor shall also be responsible to pay for any equipment and/or services including, but not limited to, freight, trucking, shipping, and/or power provided by any contractor or the Building.

4. Cancellation. Exhibitor shall have the right to cancel this agreement at any time upon written notice to IAOS. Upon cancellation, any payment made by Exhibitor shall be returned; provided, however that: (1) in all cases Exhibitor shall be charged a $1,000 cancellation fee; and (2) in the event that a cancellation is made less than three months prior to Sleep-Con, Exhibitor shall not be entitled to any refund, whatsoever.

5. Sleep-Con Hours. Exhibitor must adhere to Sleep-Con’s opening and closing times. Unless otherwise permitted by IAOS, Exhibitor must have an attendant present in the booth during the hours when the exhibit area is open. Exhibitor may forfeit fees and booth can be reassigned for Exhibitor’s failure to check in and set up as indicated in the event program. Exhibits must be open for business during all exhibit hours, and no dismantling or packing will be permitted prior to the official close of Sleep-Con.

6. Exhibitor Passes. Exhibitor will receive the applicable admission passes to Sleep-Con based on the exhibitor package selected by Exhibitor. Should Exhibitor wish to have additional staff attend the event, Exhibitor may purchase additional passes prior to the day of the event at the cost specified in the IAOS Exhibitor Prospectus.

7. Exclusion. IAOS reserves the right to terminate this agreement, exclude Exhibitor, and/or remove Exhibitor’s property from the exhibit area if IAOS determines, in its sole discretion, that Exhibitor is not eligible or appropriate to participate in Sleep-Con or that Exhibitor’s product is not eligible or appropriate to be displayed at Sleep-Con.

8. Assignment and Sublease. Exhibitor shall not sublet the booth or any equipment provided by IAOS, nor shall Exhibitor assign this agreement in whole or in part without the prior written consent of IAOS, which may be withheld by IAOS in its sole discretion. IAOS’s consent to any assignment shall not be construed as a waiver or release of Exhibitor from liability for Exhibitor’s obligations under this agreement.

9. Exhibitor’s Displays and Decorations. Merchandise, signs, decorations, or display fixtures shall not be pasted, taped, nailed or tacked to walls. No exhibit, merchandise, equipment, trunks, cases or packing materials shall be brought into or out of the exhibit area during exhibit hours. No signs, advertising devices or merchandise shall be displayed outside the exhibit space or project above or beyond the limits of the assigned booth space.

10. Inflammable Material. Exhibitor shall not pack merchandise in paper, straw, excelsior, or any other readily inflammable material. All cartons stored in the Building shall be emptied of contents. Exhibitor shall use no flammable decorations or covering for display fixtures, and all fabrics or other material used for decoration or covering shall be flameproof. If required by local laws or ordinances, Exhibitor shall have on hand in its exhibit space a notarized affidavit establishing that its display material has been treated during the past year by an approved chemical. All wiring devices and sockets shall be in good condition and meet the requirements of local law.

11. Observance of Laws. Exhibitor shall abide by and observe all laws, rules, regulations, and ordinances of any applicable governmental authority and all rules of the Building.

12. Exhibitor’s Conduct. Exhibitor shall not congregate or solicit trade in the aisles of the exhibit area. Distribution of pamphlets, brochures or any advertising matter must be confined to the exhibit space. Exhibitor shall refrain from any action that will distract attendees at Sleep-Con during open hours. The exhibit space shall not be used for entertaining. Exhibitor shall not lead attendees from one exhibit space to another or to elevators or escalators. Exhibitor shall not enter into another Exhibitor’s space without invitation or when unattended. Neither Exhibitor nor Exhibitor’s representatives shall conduct themselves in a manner offensive to standards of decency or good taste.

13. Product Sales. Exhibitor assumes responsibility for securing and complying with all applicable licenses, permits, and approvals for the sale of any products and/or services and collection and payment of any state and local taxes.

14. Exhibitor’s Giveaways. Exhibitor is permitted to provide gifts, giveaways, prize drawings and/or raffles to Sleep-Con attendees. Exhibitor agrees that it shall not charge a fee for such gifts, giveaways and/or participation in prize drawings, and/or raffles. Exhibitor is responsible for facilitating the sharing of gifts, giveaways, prize drawings, raffles and the announcement of any winners.

15. Sound & Display. The prior written consent of IAOS is required for the employment or use of any live model, demonstrator, solicitor, or device for the mechanical reproduction of sound. Such employment or use shall be confined to the exhibit space. IAOS, in its sole and absolute discretion, may withdraw its consent at any time, in which event Exhibitor shall terminate such activity forthwith. All promotional plans must be submitted to IAOS for approval in advance of Sleep-Con. Exhibitor shall not provide or permit the playing or reproduction of music or videos, hereinafter “Content” in any form or at any time unless (a) if the Content is copyrighted, Exhibitor shall in advance obtain, and provide a copy to IAOS of, a written license to perform said Content at Sleep-Con from the owner of the copyright of said Content and (b) whether the Content is believed to be copyrighted or not, Exhibitor shall obtain in advance from IAOS a written consent to the providing of such Content by Exhibitor. Exhibitor specifically agrees that in the absence of full compliance with (a) and (b) above, no Content whatsoever, in any form, will be provided or permitted by it, and in the event of any copyright infringement issue arising with respect to the use by Exhibitor, all of the provisions of section 18 hereof will be applicable. IAOS shall have the power to make any reasonable settlement, without the consent or approval of Exhibitor, to resolve any dispute, which may arise between IAOS and anyone claiming to enforce a copyright. Exhibitor expressly agrees that IAOS may, at Exhibitors’ expense, take any legal action, including summary action, appropriate to ensure compliance by Exhibitor with these provisions, including the obtaining of any injunction against Exhibitor.

16. Exhibition Cancellation or Postponement. In the event that Sleep-Con is cancelled or postponed at any time and for any reason, payments shall be refunded to Exhibitor. In no case shall the amount of the refund to Exhibitor pursuant to this section exceed the amount of the exhibit fee paid. In the event that Sleep-Con is rescheduled, Exhibitor shall have the option to: (i) participate on the new date; or (ii) receive a refund. Within 6 days after receipt of notice regarding the new Sleep-Con date, Exhibitor shall provide written notice to IAOS of Exhibitor’s election to participate in Sleep-Con or be refunded.

17. Limitation of Liability. In no event shall IAOS, the Building, their officers, agents, employees or other representatives be held liable for, and Exhibitor expressly waives any claim against any of IAOS, the Building, and their officers, agents, employees or other representatives for any damage, loss, harm or injury to the person or property of the Exhibitor or any of its officers, agents, employees, or other representatives, resulting from theft, fire, water, accident or any other cause. IAOS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, EVEN IF IAOS HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. IN NO EVENT SHALL IAOS BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE FEES PAID BY EXHIBITOR UNDER THIS AGREEMENT.

18. Indemnification. Exhibitor shall defend and indemnify, protect, and hold harmless IAOS and the Building, their officers, agents, employees or other representatives from and against, any and all claims, demands, suits, liability, damages, loss, costs, attorney’s fees and expenses of whatever kind or nature, which result from, arise out of or are connected with: (i) any acts, or failures to act, or negligence of Exhibitor, or any of its officers, agents, employees or other representatives; (ii) claims of damage or loss resulting from the breach by Exhibitor of this agreement; (ii) Exhibitor’s violation of any applicable State or Local laws; (iii) claims for any Federal, State, or Local fees, costs, or taxes, of any kind; and (vi) claims of damage or loss to any third party resulting from Exhibitor’s infringement of a copyright or patent or the unauthorized use of a trademark and/or the provision of section 15 hereof.

19. Governing Law. This agreement, and any claim or dispute relating to this agreement, or in any way relating to the relationship between IAOS and Exhibitor, shall be exclusively governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles. IAOS and Exhibitor hereby consent to the personal and exclusive jurisdiction of the Federal and State Courts located in New Jersey and waive any objection as to venue, forum non conveniens, and personal jurisdiction in any action instituted hereunder in any of the aforementioned Courts. In the event of any suit or action brought by Exhibitor or IAOS, arising out of or in connection with this agreement, the prevailing party shall entitled to recover all costs incurred by it in connection with such suit or action, including reasonable attorney’s fees and costs.

20. Severability. It is the desire and intent of Exhibitor and IAOS that the provisions of this agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this agreement shall be deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this agreement shall not be affected thereby, and in lieu of such illegal, invalid, or unenforceable provision, there shall be added as part of this agreement, a provision as similar in terms as may be possible and be legal, valid, and enforceable.

21. Waiver. IAOS’s failure at any time to require Exhibitor’s strict compliance with any part of this agreement shall not thereafter waive or reduce IAOS’s right to require strict compliance with the same or any other provision of the agreement.

22. Codes/Agreements. Exhibitor agrees to be bound by any rules and regulations of Sleep-Con. Exhibitor further agrees to adhere to and be bound by: (i) all applicable fire, utility and building codes and regulations; (ii) any rules or regulations of the Building; and (iii) the terms of any and all leases and agreements between IAOS and the Building. Exhibitor shall not, nor shall Exhibitor permit others, to do anything to the booth or do anything in the Building that would cause a difference in conditions from those previously approved by the insurance carriers of IAOS and/or the Building, which will in any way increase premium payable by any of the said parties, with such increase resulting from a violation of this section.

23. Termination. The failure of Exhibitor or Exhibitor’s representatives to perform and/or observe any of the terms and conditions set forth herein shall result in a termination of this agreement by Exhibitor. In the event of such termination, Exhibitor shall not be entitled to any refund of any payment and IAOS, in its sole discretion, may refuse to permit Exhibitor’s attendance and/or participation in future Sleep-Con events.