Accepted by Exhibitor COVER SHEET ORDER
Contents
1. Event If Organizer cancels the Event due to circumstances beyond the reasonable control of Organizer such as acts of God acts of war governmental emergency labor strike or unavailability of the Exhibit Facility Organizer shall refund to Exhibitor its Exhibition Fee previously paid minus a share of costs and expenses incurred by Organizer in full satisfaction of all liabilities of Organizer to Exhibitor Organizer reserves the right to cancel rename or relocate the Event or change the Event Dates If Organizer changes the name of the Event relocates the Event to another event facility within the same city or changes the Event Dates to dates that are not more than 30 days earlier or 30 days later no refund will be due to Exhibitor but Organizer shall assign to Exhibitor in lieu of the original space other space as Organizer deems appropriate and Exhibitor agrees to use that space under the terms of this Agreement If Organizer elects to cancel the Event other than for a reason previously described in this paragraph Organizer shall refund to Exhibitor its entire exhibit soace rental payment previously paid in full satisfaction of all liabilities of Organizer to Exhibitor 12 Exhibit Space Occupancy Organizer shall specify the hours and dates for installing occupying and dismantling exhibits If Exhibitor fails to install its display in its assigned space by 9 00am on January 23 2015 or leaves its space unattended at any time during the Event Org2. a description of the nature of their business and the items to be exhibited Exhibitor shall not exhibit or permit to be exhibited in the space allocated to it any merchandise other than that specified in its application Organizer reserves the right to restrict or remove any exhibit or any portion thereof that Cox in its sole discretion believes is objectionable or inappropriate 7 Assignment of Space Exhibit space shall be assigned by Organizer in its sole discretion for the Event and for the Event Dates only That assignment does not imply that similar space will be assigned for future Events Organizer reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event for any or no reason 8 Booth Placements Organizer will attempt to honor all booth placements based on the 2015 Green Country Home amp Garden Show if application and payment are made within the time frame described in Section 9 below However Organizer reserves the right to make alternative placement if situations warrant 9 Payment Cancellation by Exhibitor Exhibitor agrees to pay the exhibition fee listed on the attached order form Exhibition Fee per the stipulated payment terms on the order form Exhibitor may cancel this Agreement but understands that all monies deposits paid will be forfeited to the Organizer Organizer reserves the right to treat Exhibitor s downsizing of booth space as cancellation of t
3. of any kind and any promotional material is restricted to the confines of the exhibit booth Exhibitor shall only exhibit products that it manufactures represents or legally distributes All exhibits shall display products or services in a tasteful manner The aisles passageways and overhead spaces remain strictly under control of Organizer and no signs decorations banners advertising material or special exhibits will be permitted in the aisles except by written permission of Organizer Uniformed attendants models and other employees of Exhibitor must remain within its booth Any and all advertising distribution must be made from Exhibitor s booth space Balloons and stickers are prohibited in the exhibit area Handouts with gummed backing that adhere or cause adhesion are considered stickers Equipment must be arranged so that show visitors do not stand in the aisle while examining equipment or watching demonstrations Strolling entertainment or moving advertisements outside of an Exhibitor s exhibit space are prohibited 26 Sound Devices Subject to the terms of this Agreement including without limitation Section 18 the use of devices for mechanical reproduction of sound or music may be permitted but must be controlled Sound of any kind must not be projected outside of the exhibit booth Exhibitor is specifically prohibited from employing any carnival type attraction animal or human or from operating noise creating devices such as bells horns or me
4. right e any libel slander defamation or similar claims resulting from the actions of Exhibitor f harm or personal injury including death caused by the fault or negligence of Exhibitor and g loss of or damage to property or the business or profits of Organizer whether caused by negligence intentional act or failure to act accident theft or otherwise 5 Limitation of Liability UNDER NO CIRCUMSTANCES SHALL ORGANIZER OR THE EXHIBIT FACILITY BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL SPECIAL INDIRECT PUNITIVE OR CONSEQUENTIAL DAMAGES THATSOEVER FOR ANY OF THEIR ACTS OR OMISSIONS WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES IN NO EVENT SHALL ORGANIZER S MAXIMUM LIABILITY UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT ACTUALLY PAID TO COX BY EXHIBITOR FOR EXHIBIT SPACE RENTAL PURSUANT TO THIS AGREEMENT ORGANIZER MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED REGARDING THE NUMBER OF PERSONS WHO WILL ATTEND THE EVENT OR REGARDING ANY OTHER MATTERS NEITHER ORGANIZER NOR THE OWNERS OR LESSORS OF THE EVENT FACILITY SHALL ASSUME ANY RESPONSIBILITY FOR EXHIBITOR S PERSONAL OR OTHER PROPERTY 6 Qualifications of Exhibitor Organizer in its sole discretion determines whether a prospective exhibitor is eligible to participate in the Event Eligibility is generally limited to persons or firms that supply products and services to the home amp garden industry Applicants may be required to submit
5. 2016 Green Country Home amp Garden Show ADVERTISER EXHIBITOR AGREEMENT The Exchange Center at Expo Square COXMEDIA January 29 31 2016 GROUP Tulsa COVER SHEET THIS GREEN COUNTRY HOME amp GARDEN SHOW EXHIBITOR AGREEMENT this Agreement is made as of the date of signature below Effective Date by and between Cox Radio Inc a Delaware Corporation with offices at 7136 S Yale Ave 500 Tulsa Oklahoma 74136 Cox and the exhibitor identified below Exhibitor This agreement will consist of this Cover Sheet Order Form the attached Terms and Conditions and any and all attachments and or incorporated policies Exhibitor Information Company Name Exhibit Space Name as it should appear on booth sign Address City State Zip Phone Contact Name Fax Web Address http Cell Email Address ORDER FORM Exhibit Space Selections 1st Choice 2nd Choice 3rd Choice 4th Choice See floor plan Product service to be displayed please BE SPECIFIC NOTE ONLY the products listed above may be displayed sold List Competitors for booth placement purposes Will you be selling products from your booth YES NO Do you need 220V power in your booth YES NO Advertiser Booth Fees Method of Payment Check enclosed payable to Cox Radio Inc LUS 1 995 L 2895 ___ Charge to MasterCard VISA AMEX LUS 3 545 L 3 945 To pay by credit card click on www cmgpayments com
6. 4345 Select PAY TULSA RADIO as the market your payment TITLESPONSOR 20 x30 25 000 will be applied to and you ll be guided the rest of the way PRESENTING SPONSOR 20 x 20 17 000 Lo LF a You ll need your invoice number to make a payment which End Cap or corner Add 200 ee you can get from your Cox Radio Inc account rep GRAND TOTAL Call 1 855 333 2676 with questions on payments Booth Fee includes floor space pipe amp drape table chairs Balance due by December 9 2015 Le wastebasket booth ID sign access to electricity and listing hotlink on exhibitor s page on all 4 Cox Radio Tulsa web pages Accepted by Cox Radio Inc Date Return completed agreement to The Green Country Home amp Garden Show DO NOT COMPLETE THIS SECTION FOR COX RADIO USE ONLY c o Cox Radio Inc 7136 S Yale Ave Suite 500 Booth Date Rec d Tulsa OK 74136 Deposit Amt Rec d Dep Method Phone 918 523 2067 Fax 918 493 5357 Balance AE Steve McDonald Event Coordinator Bal due by 12 9 15 Bal Method Rec d Email Steve McDonald Coxlnc com ME MA MO MP Web Move in C M 2016 GREEN COUNTRY HOME amp GARDEN SHOW TULSA OKLAHOMA TERMS AND CONDITIONS 1 Defined Terms Event means the 2016 Green Country Home amp Garden Show currently scheduled to be held on January 29 31 2016 Event Date at the Exchange Center on the Tulsa State Fairgrounds Exhibit Facili
7. able fire regulations Displays that do not pass inspection will be ordered closed until such fire hazards are corrected against further danger of fire Organizer reserves the right to close Exhibitor s exhibit without liability if Exhibitor fails to comply with this provision 20 Exhibitor Conduct Organizer has sole control over attendance policies Exhibitor shall conduct itself at all times in accordance with professionalism and normal standards of decorum and good taste The use of cameras and video cameras on the exhibit floor is strictly prohibited without the prior permission of Organizer 21 Exhibitor Service Manual Prior to the Event Organizer will send a service manual the Exhibitor Service Manual to the Primary Contact listed on the Order Form The Exhibitor Service Manual will include information integral to participation at the Event including but not limited to additional exhibitor rules and regulations official contractor order forms registration shipping and drayage utilities and building services exhibitor display rules and move in move out information 22 Incorporation of Rules and Regulations Any and all matters pertaining to the Event and not specifically covered by this Agreement shall be subject to determination by Organizer in its sole discretion Organizer may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time upon notice to Exhibitor Any rules and regulat
8. anizer shall have the right to take possession of the space and terminate this Agreement in which case no refund will be due to Exhibitor All exhibits must be open for business at all times during the Event 13 Trade Show Set Up and Show Hours Information on set up and Event hours will be contained in the Exhibitor Service Manual as defined below Without limiting the foregoing Exhibitor agrees to comply with the following a Only Exhibitor its employees and contractors will be permitted in its booth 45 minutes prior to the published Show Open Times b Exhibitor must leave its booth no later than 30 minutes after official closing time c No staff of the Event r DISH has LN 3 OF EX in ris to exhibits or in exhibit area other than authorized Event S ERS e All solid opaque structures will be confined to within 4 feet of the back line of Exhibitor s booth space No merchandise displays may block viewing of any other exhibits 14 Listings and Promotional Materials By exhibiting at the Event Exhibitor grants to Organizer a royalty free worldwide perpetual nonexclusive license to use display and reproduce the names logos trademarks trade names and product names collectively Exhibitor Marks of Exhibitor in any directory print electronic or other media listing the companies exhibiting at the Event and to use such names in Organizer promotional materials Organizer shall not be liable for any errors in any listing or descriptio
9. any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Tulsa Oklahoma No waiver of any breach of any term or condition hereof will constitute a waiver of any subsequent breach If any term will be held unenforceable such term will be restated in accordance with applicable law to reflect as nearly as possible the original intentions of the parties and this Agreement will remain in full force and effect Written notices sent pursuant to this Agreement will be delivered by commercial overnight courier to the applicable signatory at the address set forth on the Order Form copies of notices to Organizer shall also be sent to General Counsel Cox Enterprises Inc 6205 Peachtree Dunwoody Road Atlanta GA 30328 Any amendment to this Agreement must be in writing and signed by an authorized representative of each party Exhibitor may not assign this Agreement or any right or obligation hereunder Exhibitor may not sublet or license all or any portion of its exhibit space By entering into this Agreement Exhibitor and its affiliates explicitly consent to receive fax telephone and other communications from Organizer and its partners under 47 U S C 227 and any other applicable regulations Cox Radio Inc 7136 S Yale Ave 500 Tulsa OK 74136 Phone 918 523 2067 Fax 918 493 5357
10. fication will result in resale of space and no refunds will be made 31 On Air Advertisements In the event Exhibitor desires to purchase any on air advertising opportunities from Cox Radio in connection with Exhibitor s participation in the event the parties will enter into a separate written agreement regarding such advertising that will contain all applicable terms and conditions including without limitation any applicable fees for such advertising 32 Miscellaneous This Agreement including the Order Form Exhibitor Service Manual applicable Radio Broadcast Contract any applicable feature add ins and any additional rules or regulations adopted by Organizer from time to time represents the entire agreement between Organizer and Exhibitor relating to Exhibitor s participation in the Event and supersedes any prior written or oral understandings agreements or representations by or between Organizer and Exhibitor relating to such participation in the Event This Agreement is governed by the laws of the State of Oklahoma as applied to contracts entered into and entirely performed within that State by residents of that State Exhibitor hereby submits to the exclusive jurisdiction of the courts located in Tulsa County in the State of Oklahoma which shall constitute the exclusive forum for the resolution of any and all disputes arising out of connected with or related to this Agreement or the breach of any provision of this Agreement Exhibitor waives
11. gaphones 27 Sub Letting No sub letting or sharing of exhibit space will be permitted 28 Freight Shipment Exhibitor needing information regarding freight shipments to and from the Event Facility need to contact Producer for contact information for the Shipping Receiving Office Shipments made in advance to the authorized Event shipping contractor as per instructions will be delivered to Exhibitors booth At close of Event if Exhibitor desires to arrange shipment of its exhibit materials by its own carrier it should call for pick up and inform Event s authorized contractor of its arrangements EXHIBITOR MUST WAIT IN PERSON FOR SUCH PICK UP If Exhibitor does not remain in booth exhibit area for the pick up or if the pickup does not occur within reasonable time the authorized contractor may take the shipment to the contractor s warehouse at Exhibitors own risk and expense Exhibit merchandise and or samples will not be permitted to be taken out of the exhibition area during the Event 29 Solicitations The following sales are strictly prohibited during the Event a Any retail sales including but not limited to any retail sale in violation of the retail sales tax regulations where the Event is being held b Any sale where display merchandise changes hands during the Event 30 No Show Policy If Exhibitor through circumstances beyond control is delayed in arrival or set up Exhibitor must notify the Event Director at the Event Facility Non noti
12. his Agreement and an offer to enter into a new agreement to purchase new booth space Exhibitor may be required to move to a new location if it requests a downsizing of space 10 Cancellation by Organizer If Exhibitor fails to make a payment required by this Agreement by the date specified in Section 9 above Organizer may terminate this Agreement and Exhibitors participation in the Event upon notice to Exhibitor and without obligation to refund any monies previously paid Organizer 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 Organizer Organizer is expressly authorized but has no obligation to occupy or dispose of any space vacated or made available because of action taken under this paragraph in any manner it desires and without releasing Exhibitor from any liability hereunder Organizer may also terminate this Agreement upon written notice of termination if Exhibitor breaches any of its obligations under this Agreement or any other contract or arrangement with Organizer without any obligation on Organizer s part to refund any payments previously made and without releasing Exhibitor from any liability arising as result of or in connection with such breach If Organizer removes or restricts an exhibit or any portion thereof that Organizer considers to be objectionable or inappropriate no refund or partial refund will be due to Exhibitor 11 Cancellation of the
13. ions adopted by Organizer in connection with the Event whether or not included in an Exhibitor Service Manual or similar document are an integral part of this Agreement and are incorporated herein by reference Exhibitor shall observe and abide by additional regulations made by Organizer as soon as such additional rules or regulations are communicated to Exhibitor 23 Outside Exhibits Hospitality Suites Exhibitor is prohibited without express advance written approval from Organizer from displaying products services and or other advertising material in areas outside its booth space such as but not limited to parking lots hotel lobbies lounges corridors sleeping rooms etc as well as conducting unauthorized tours of the Exhibit Facility Exhibitor shall not operate hospitality suites during hours in which the Event is open or when any Organizer sponsored activities are being held Exhibitor is prohibited from hosting hospitality functions during official Event hours 24 Contractor Services Organizer has contracted with on an exclusive basis official contractors to provide certain services for the Event Official Contractors Service companies other than the Official Contractors will not be allowed to perform any of these exclusive services Non exclusive services may be performed by exhibitor appointed contractors EAC within certain guidelines 25 Character of Displays Use of Aisles and Common Areas Distribution of samples printed matter
14. ns or for omitting Exhibitor or any other exhibitor from any directory or other lists or materials Organizer may also take video and or photographs of Exhibitor s booth space and exhibit which such video and or photographs may include incidental instances of Event guests and personnel during before or after the open hours of the Event and use such video and or photographs for any promotional purpose Organizer hereby grants to Exhibitor a limited non exclusive license to use display and reproduce the name of the Event the Event Mark solely and directly in connection with exhibiting at the Event Exhibitor may not use the Event Mark in any other way including but not limited to on party invitations for special events or on marketing materials This limited license expires at the conclusion of the Event Organizer may terminate this license immediately at any time for any reason or no reason 15 Care of Exhibit Facility Exhibitor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities booth equipment or the property of others caused by Exhibitor its employees or agents 16 Taxes and Licenses Exhibitor shall be solely responsible for obtaining any licenses permits or approvals under federal state or local laws applicable to its activities at the Event Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes license fees use fees royal
15. ole responsibility for its property or any theft damage or other loss to such property whether or not stored in any courtesy storage area including any subrogation claims by its insurer Neither Organizer nor the Exhibit Facility accepts responsibility nor is a bailment created for property delivered by or to Exhibitor Neither Organizer nor the Exhibit Facility shall be liable for and Exhibitor hereby releases all of them from and covenants not to sue any of them with respect to any and all risks losses damages and liabilities whether described in this paragraph or not 4 Indemnification Exhibitor shall indemnify defend with legal counsel satisfactory to Cox and hold Organizer and the Exhibit Facility harmless from and against any and all claims demands suits liabilities damages losses costs fees including 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 of any agreements covenants promises or other obligations under this Agreement or any other contract arrangement or agreement c any matter for which Exhibitor is otherwise responsible under the terms of this Agreement or any other contract arrangement or agreement d any violation or infringement or claim of violation or infringement of any law or ordinance or the rights of any party under any patent copyright trademark trade secret or other proprietary
16. on of any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties fees or other payments Without limiting the generality of the foregoing Exhibitor will not produce perform or broadcast any music in connection with its exhibit without first obtaining rights from the appropriate music licensing organizations e g ASCAP BMI and SESAC Organizer may refuse to permit Exhibitor to exhibit or display any items that Organizer reasonably believes infringe the rights of other parties If Exhibitor refuses to remove any of those items from display in addition to any other remedies available Organizer may terminate this Agreement immediately and evict Exhibitor from the Event without any liability to Exhibitor or any other party 19 Observance of Laws Exhibitor shall abide by and observe all federal state and local laws codes ordinances rules and regulations and all rules and regulations of the Event Facility including any union labor work rules Without limiting the foregoing Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act and all state and local fire codes All materials used for display of any kind must be fire proofed This includes all materials used in specially constructed exhibits such as fabric or other materials The use of crepe paper and any decorative paper of any type are prohibited and will not be permitted Exhibitor s display must meet all applic
17. ties or other fees charges levies or penalties that become due to any governmental authority in connection with its activities at the Event Exhibitor will not permit the delivery of merchandise at the Event Facility without the express permission of Organizer 17 Insurance Exhibitor shall at its own expense secure and maintain through the term of this Agreement including move in and move out days the insurance listed below The insurance shall be primary of any other valid and collectible insurance of Organizer for claims arising out of Exhibitor s operations and shall be written on an occurrence basis Claims made policies are not acceptable and do not constitute compliance with Exhibitor s obligations under this paragraph a Workers Compensation amp Employers liability insurance in statutory amounts for workers compensation and at least 500 000 per accident for employers liability covering all employees agents or others hired by Exhibitor b Comprehensive general liability insurance with limits not less than 1 000 000 per occurrence 3 000 000 in the aggregate combined single limit for bodily injury and property damage including coverage for personal injury contractual liability operation of mobile equipment products liability and if applicable liquor liability c If applicable automobile liability insurance with limits not less than 500 000 per occurrence combined single limit for bodily injury and property damage incl
18. ty Event is owned produced and managed by Cox Radio Inc Cox Organizer means collectively Cox Radio Inc its officers directors shareholders agents affiliates representatives employees and assigns unless the context requires otherwise Exhibitor means collectively i the company or person that applied for exhibit space rental and agreed to enter into this Agreement upon acceptance by Cox in the manner stated below and ii each of its officers directors shareholders employees contractors agents representatives and or invitees as applicable Order Form means the order form attached to these terms and conditions Agreement means these terms and conditions together with the attached Order Form Effective Date means the date of latest signature of this Agreement 2 Contract Acceptance This Agreement 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 Cox 3 Assumption of Risks Releases Exhibitor expressly assumes all risks associated with resulting from 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 or of any person including death property business or profits of Exhibitor whether caused by negligence intentional act accident act of God or otherwise Exhibitor has s
19. uding coverage for owned non owned and hired vehicles and their subsidiaries affiliates officers directors employees agents and representatives Insurance policies shall also provide that the coverage may not be cancelled without 30 day s advance written notice to Organizer All policies maintained by Exhibitor hereunder will be with insurers with an A M Best s rating of not less than A VII and licensed to do business in all applicable states The requirements set forth above will not be construed as a limitation of any potential liability on behalf of Exhibitor and Exhibitor will bear all costs of all deductibles and retentions and will remain solely and fully liable for the full amount of any claim damage liability loss or expense for which it is otherwise liable hereunder regardless of any failure or deficiency of insurance coverage or compensation Certificates of insurance satisfactory to Organizer shall be furnished to Organizer prior to the commencement of Exhibitor s work under this Agreement 18 Intellectual Property Exhibitor represents and warrants that it owns or has the right to use and or license to Organizer the right to use all content including all Exhibitor Marks and copyrighted material provided to or otherwise used by the Organizer pursuant to this Agreement and that such use by the Organizer will not violate the rights of any third party Exhibitor shall not play or permit the playing or performance of or distributi
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