These exhibitor terms and conditions constitute the entire agreement (“Agreement”) between Eyewake Media LLC, a Florida limited liability company (“Eyewake”) hosting the International Permanent Cosmetic Show (“IPCS” or “Event”), and exhibitor and its employees, staff, and contractors (collectively, “Exhibitor”).
The signed reservation form and this Agreement constitute a contract between Exhibitor and Eyewayke. This Agreement governs the space(s) licensed by Exhibitor at the IPCS, according to the number designated on the reservation form. Spaces are partitioned into approximately ten-foot square (10’ x 10’) blocks, with a maximum of four blocks allocated to any single exhibitor. Spaces are reserved on a first come, first serve basis, and Eyewake will use reasonable efforts to assign Exhibitor a booth apart from its designated competitors. Notwithstanding the foregoing, booth spaces will be assigned to locations at the IPCS in the sole discretion of Eyewake. Eyewake reserves the right to change Exhibitor’s assigned location at any time for any reason whatsoever. The reservation form must be completed in its entirety and accompanied by the total booth fee for the number of spaces requested before it will be processed or space assigned. Booth space unclaimed by the end of the opening hour is subject to reassignment without refund of any amounts paid to Eyewake by Exhibitor.
The content and materials displayed at the IPCS must relate or contribute to the permanent makeup industry, and the professional development of attendees. Eyewake reserves the right to refuse any application for exhibit space or curtail or cancel any exhibit that in its sole judgment are not consistent with the advancement of the permanent makeup industry and professional development of permanent makeup artists. This policy also applies to the nature of displays, advertisements, sales of products (including novelties and souvenirs), and the decorum of Exhibitor or its employees. Booth spaces cannot be used for politically or ideologically partisan purposes, and are subject to the approval of the IPCS executive director or its designee. Eyewake further reserves the right to decline, prohibit, or expel any exhibit, exhibitor, or attendee which in its judgment is out of keeping with the theme, character, and general well-being of the IPCS, this reservation being all inclusive as to person, companies, things, printed matter, product, conduct, etc.
Exhibitor may cancel or downsize its booth space subject to the following conditions and restrictions. Refunds will be made according to the following schedule:
Cancellations must be made, in writing to Eyewake. Exhibitor recognizes and agrees that the success of IPCS depends on commitment from exhibitors, and Eyewake will sustain losses if Exhibitor fails to provide timely written notice of cancellation. Because such losses cannot be precisely measured but include the costs associated with the inability to replace a canceling exhibitor, advertising, credibility, redesigning of floor space, and the like, Exhibitor agrees that unrefunded portions of the booth space fee are in the nature of liquidated damages which are specifically designed to compensate Eyewake for losses and do not constitute a penalty.
All Exhibitor personnel staffing exhibit booths will be required to register for general admission to the IPCS. The fee for booth space includes four (4) general admissions to the IPCS for the first block, and an additional two (2) general admissions for each additional block, up to a total of six (6) general admissions if the maximum booth space is rented. Badges must be worn at all times for admission to the IPCS. A list of Exhibitor’s personnel must be received on or before June 4, 2019. All booth personnel must be registered for general admission to the IPCS. Badges will be issued in the name of the attendee, and are not transferrable. Admission to seminars are not included in general Event admission. Additional general admission registrations, and seminar admissions are available for purchase.
Exhibitor agrees to abide by the following restrictions before and during the Event:
Any point not specifically covered in these regulations is subject to the decision of Eyewake, whose decision shall be final.
Should the premises in which the IPCS is to be held become, in the sole judgment of Eyewake, unfit for occupancy, or should the IPCS be materially interfered with by reason of weather, strike, picketing, boycott, embargo, injunction, war, riot, emergency declared by a government agency, or any other act beyond the control of Eyewake, this Agreement may be terminated. Eyewake will not incur any liability for damages sustained by Exhibitor as a result of such termination. In the event of such termination Exhibitor expressly waives such liability and releases Eyewake and its officers, directors, employees, agents, and contractors of and from all claims for damages and agrees that Eyewake shall have no obligations except to refund to Exhibitor a prorated share of the aggregate amount received by Eyewake (as rental for exhibit space), after deducting all costs and expenses in conjunction with such the exhibit space, including a reasonable reserve for claims.
In addition to termination of the entire Event, Eyewake expressly reserves the right to terminate an individual Exhibitor’s booth space or attendance at the IPCS for any non-compliance with this Agreement, for its failure to follow any instructions given by the Event venue’s staff or personnel, or other good cause in the sole discretion of Eyewake.
Exhibitor and its booth personnel agree that their name, voice, image, portrait, identity, or other likeness (“Likeness”) may be recorded at the Event and/or used by Eyewake, and its employees, contractors, or agents for purposes of marketing, promotion, advertising, and other uses in furtherance of promoting the current and future IPCS shows. Exhibitor and its booth personnel consent to Eyewake’s audiovisual, photographic, sound, or other recording of their Likeness and grants Eyewake the right to use, copy, modify, adapt, distribute, publish, display, exhibit, and otherwise use, either in whole or in part, their Likeness. Exhibitor and its booth personnel agree that use of their Likeness may or may not contain attributions specifically identifying them. Exhibitor and its booth personnel acknowledge that they will receive no compensation from Eyewake relating to Eyewake’s use of their Likeness other than their attendance at the Event. Exhibitor and its booth personnel release and forever discharge Eyewake, its employees, agents, successors, licensees, and assigns from any and all claims Exhibitor or its booth personnel might have in connection with Eyewake’s use, display, dissemination or exploitation of their Likeness, including, but not limited to, any claims for defamation; violation of any moral or artist rights; and/or any right of privacy or publicity.
Eyewake makes no representations or warranties of any kind with respect to the IPCS or exhibit space, including but not limited to Event profitability, the number of attendees, access to utilities at the Event or within booth spaces (e.g., Internet, electric, etc.); and disclaims all warranties including any implied warranties of merchantability, fitness for particular purpose, accuracy, non-infringement, and non-interference. The booth space is provided “as is” and on an “as available” basis.
Eyewake will provide limited guard service to cover entrances and perimeters to the IPCS on a 24-hour basis during the designated hours of installation, exhibit, overnight, and dismantling. However, Eyewake shall not be responsible for the safety of, or liable for damage or loss to, Exhibitor’s property or personnel, including because of theft, fire, accident or any other cause, whether the result of negligence or otherwise, unless caused by the gross negligence of Eyewake. Exhibitor is required to maintain, and upon request will provide Eyewake with evidence of, adequate insurance to cover Exhibitor’s acts, omissions, property and personnel, including liability arising from bodily injury or property damage. Exhibitor must provide Eyewake with a Certificate of Insurance prior to being permitted access to the Event.
Eyewake shall not be liable to Exhibitor or to any third party for any indirect, incidental, consequential, special or punitive damages of any kind or nature. Eyewake shall further have no liability to Exhibitor for lost profits, loss of material, or frustration of business expectations, whether arising out of breach of contract, breach of warranty, negligence, or otherwise (even if Eyewake has been advised of the possibility of such loss or damage). Eyewake’s maximum liability hereunder for any claims whatsoever is expressly limited to the amount actually paid to Eyewake by Exhibitor. No claim may be brought by Exhibitor more than one (1) year after the accrual of the claim. Eyewake is not responsible for any exhibitor who chooses to use vendors other than those contracted with Eyewake.
Exhibitor hereby agrees to indemnify, defend, and hold harmless Eyewake, its affiliates, JW Marriott Marquis Miami/MET II Hotel, LLC, IPCS suppliers, and their respective officers, directors, employees, representatives, and agents, from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever (including but not limited to attorney’s fees) arising directly or indirectly out of or in connection with (i) any intentional or negligent act or omission by Exhibitor or any of it employees or agents, (ii) breach of Exhibitor’s representations, warranties, obligations or covenants set forth in this Agreement, and/or (iii) Exhibitor’s occupancy and use of the Event premises, including without limitation, the assigned booth, public areas, or any part thereof.
This Agreement, for all purposes, shall be construed exclusively in accordance with the laws of the State of Florida without regard to conflicts-of-law principles. Any action or proceeding arising under this Agreement shall be brought exclusively in a state or federal court located in Miami-Dade County, Florida. Exhibitor hereby irrevocably submits to the exclusive jurisdiction of such courts and waives any defenses or objections it may have now or hereafter have to such venue and irrevocably submits to the personal and subject matter jurisdiction of any such court. To the extent permitted by law, Eyewake may assign this Agreement at any time. This Agreement shall inure to the benefit of Eyewake and its successors and assigns. Exhibitor may not assign, transfer, or otherwise delegate its duties, obligations, or promises under this Agreement. Should any provision of this Agreement be held by a court to be enforceable, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties, except for any documents incorporated by reference and future contemplated terms pursuant to Section 3. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.