These seminar 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 seminar presenter and its employees, staff, and contractors (collectively, “Presenter”).
This Agreement constitutes a contract between Presenter and Eyewayke, and governs the Presenter’s participation in a certain attendance-restricted event held during the IPCS (the “Seminar”). In consideration for receiving a portion of the net sales of tickets to the Seminar, Presenter agrees to adequately prepare for, present, and promote the Seminar such that the Seminar increases interest in the IPCS, attracts attendees, and furthers the professional goals of the permanent makeup industry. Sales of admissions to the Seminar will be split between Presenter and Eyewake as follows: 30% of net sales to Eyewake, 70% of net sales to Presenter. Such revenues will be collected and accounted for exclusively by Eyewake. Eyewake shall issue payment to Presenter within 10 days upon the conclusion of the Event. Ticket sales shall be for the subject Seminar, and not from other seminars occurring during the IPCS.
The content of the Seminar must fulfill the purpose of the IPCS, including advancement of the permanent makeup industry, and the professional development of cosmetic artists and attendees. While Presenter may utilize the Seminar to indirectly promote its products or services, the Seminar may not be used as an outright sales pitch. Seminar content must include educational materials such that attendees obtain value from seeing the presentation or participating in the Seminar. Eyewake reserves the right to refuse any application for a seminar or curtail or cancel any seminar 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 presentations (both displayed content and personal conduct of presenters), handouts, fliers, advertisements, sales of products (including novelties and souvenirs), and the decorum of Presenter or its employees. Eyewake further reserves the right to decline, prohibit, or expel any sponsor, presenter, 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.
Presenter acknowledges that seminars are an essential component of the IPCS, and constitute a material part of the Event. As such, Presenter and the Seminar become critical features of the Event in advertising and in attracting attendees. Consequently, the IPCS and Eyewake will sustain losses if Presenter fails to prepare for, appear, and present the Seminar. Because such losses cannot be precisely measured but include the costs associated with the inability to replace a canceling presenter, loss of credibility, and the like, Presenter agrees to pay Eyewake the sum of $1000 if Presenter cancels, does not present, or otherwise fails to fulfill its obligations under this Agreement, such funds being in the nature of liquidated damages which are specifically designed to compensate Eyewake for losses and do not constitute a penalty.
In addition to receiving a portion of the Seminar ticket sales, Presenter will receive four (4) general admissions to the IPCS, and four (4) admissions to the Seminar. Badges must be worn at all times for admission to the IPCS show floor and to any seminars. A list of Presenter’s personnel receiving the admissions must be received by Eyewake on or before June 15, 2019. Badges will be issued in the name of the attendee, and are not transferrable. Additional general admission registrations, and seminar admissions are available for purchase.
Presenter 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 Presenter as a result of such termination. In the event of such termination Presenter 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 to Presenter.
In addition to termination of the entire Event, Eyewake expressly reserves the right to terminate an individual Presenter’s Seminar 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.
Presenter and its 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. Presenter and its 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. Presenter and its personnel agree that use of their Likeness may or may not contain attributions specifically identifying them. Presenter and its 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. Presenter and its personnel release and forever discharge Eyewake, its employees, agents, successors, licensees, and assigns from any and all claims Presenter or its 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 seminar space, including but not limited to Event profitability, the number of attendees, access to utilities at the Event or within seminar halls (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 seminar hall 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, Presenter’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. Presenter is required to maintain, and upon request will provide Eyewake with evidence of, adequate insurance to cover Presenter’s acts, omissions, property and personnel, including liability arising from bodily injury or property damage. Presenter must provide Eyewake with a Certificate of Insurance prior to being permitted access to the Event.
Eyewake shall not be liable to Presenter 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 Presenter 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 percentage amount of ticket sales allocated to Presenter under Section 1. No claim may be brought by Presenter more than one (1) year after the accrual of the claim. Eyewake is not responsible for any presenter who chooses to use vendors other than those contracted with Eyewake.
Presenter 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 Presenter or any of it employees or agents, (ii) breach of Presenter’s representations, warranties, obligations or covenants set forth in this Agreement, and/or (iii) Presenter’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. Presenter 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. Presenter 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. 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.