1. Exhibition Locations, Days and Hours: Subject to promulgation, change, cancelation or modification at the sole discretion of Organizer.
2. Acceptance: Exhibitor’s application to lease exhibit space aboard the Vessel shall not be deemed accepted until Organizer has executed a countersigned Exhibitor Lease. Organizer reserves the right to accept or reject any Exhibitor solely upon its own discretion and for any reason whatsoever. In the event any Exhibitor submits false information or attempts to exhibit artwork not approved by Organizer, Organizer reserves the right to cancel the Exhibitor Lease at any time, and retain any monies paid.
3. Rentable Area: Rentable square feet shall be the product of the distance from the centerline of the deck to the exterior Exhibitor wall times the average width of the Exhibitor space.
4. Booth Size and Placement: Booth size contracted herein is an approximation based on application. Final placement shall be at the discretion of the Organizer who shall have the discretion of assigning a booth within 20% of the contracted size herein with a proportional price adjustment based on actual rentable square feet occupied on the vessel.
5. Additional charges: There is a mandatory cooperative advertising fee of $5 per sq ft of booth space per exhibitor. All applicable taxes, licenses and additional services requested, if any, are the responsibility of Exhibitor.
6. Payment: The balance of the rental price (i.e. less the deposit already received by IFAE) shall be paid by Exhibitor in four equal installments. The first installment is due on May 1, 2013, the second is due on July 1, 2013, the third is due on September 1, 2013, and the fourth is due on November 1, 2013. Any additional charges, such as decor and lighting, will be due on January 1, 2013. In the event Exhibitor fails to make any such scheduled payments and/or if any payment due hereunder is delinquent more than five (5) calendar days past the due date, the Exhibitor’s booth location may be assigned to a non-preferential area or any other area at the sole discretion of IFAE and a late charge of $1.00 per square foot service charge will be added to the delinquent payment. Unless paid received by due date by wire or check, Exhibitor hereby authorizes payments as due above to the credit card furnished with this application.
7. In the event that Exhibitor fails to make rental payments as agreed herein or breaches any term or condition contained herein, Exhibitor shall be in default hereunder, and Expoships shall have the right to retain Exhibitor’s deposit and all other monies paid hereunder, and reserves any other remedies it may have in law or in equity with respect to any default by Exhibitor hereunder. In the event of default by Exhibitor, Expoships shall have the right, but not the obligation, to lease the subject booth space to another exhibitor prior to the Exhibition. In the event Expoships is unable to lease all of the defaulting Exhibitor’s booth space, Exhibitor shall remain liable for the full balance due under the terms of this Agreement, including any Expoships cooperative advertising fees and all costs of collection, including but not limited to, all reasonable attorneys’ fees, court costs and interest. In the event of such default, Expoships may recover from Exhibitor damages computed in accordance with the following formula, in addition to its other remedies: (a) any unpaid rent and other sums due under this Agreement which have been earned at the time of such default or termination; plus (b) the unpaid rent and other sums due under this Agreement for the balance of the term after the time of default; plus (c) any other amount necessary to compensate Expoships for all the detriment proximately caused by Exhibitor’s failure to perform its obligation under this Agreement or which in the ordinary course of things would be likely to result therefrom, including, attorneys’ fees and costs; plus (d) at Expoships’ election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State of Florida; plus (e) interest thereon at eighteen percent (18%) per year.
8. Bill of Lading, Available Services & Technical Information: All art, jewelry and other Exhibitor goods transported aboard the Vessel are subject conditions contained in the Bill of Lading which must be completed by each Exhibitor upon delivery of goods to the Vessel. Detailed information such as shipping instructions, customs requirements, warehousing facilities, off-site storage, loading and unloading requirements, hotel booking information, customized promotional materials, and order forms for other services available at additional cost are contained in the Exhibitor Manual.
9. Representations: Expoships makes no representations or warrantees, other than contained herein, as to past or expected event attendance, past or expected exhibitor sales, specific promotional activities, or in reference to special events which may be scheduled as be part of any show. Exhibitors acknowledges that it has had sufficient time to review Expoships’ past performance as a show organizer in making their decision as to participation in the event contracted herein.
10. General Appearances: All walls, wall coverings, floor covering, furniture and lighting, as well as artwork contained in the Exhibitor exhibition, must be approved by Organizer. Aisles must be unobstructed at all times.
11. Assignment & Co-Tenants: The Exhibitor may not assign or sublet any space contracted herein without written consent of Organizer. There will be no co-tenants without written approval from Organizer.
12. Security: Any watchman service supplied does not guarantee Exhibitor against loss; neither does it imply an assumption of liability for Exhibitor’s property by the Vessel or Organizer. Exhibitor should reasonably secure its premises in the absence of Exhibitor staff. Vessel crew and emergency personnel may enter such secured Exhibitor premises, in an emergency situation where they believe damage to the Vessel, Vessel contents, or any person may occur or is at risk. Special badges may be required to be worn by Exhibitor’s staff.
13. There are no warranties, representations, guarantees, obligations, or assurances from Organizers or Vessel regarding shipboard security. Galleries may, at their discretion, retain additional security during show hours, non-show hours, and/or transit periods to further safeguard their artwork and/or displays. Additional security during show hours is specifically recommended for jewelers. Security passes with an authorized signature and/or passes issued by Organizer must be utilized and shall not be construed as any guarantee or indemnification whatsoever to Exhibitor against loss or theft or otherwise, nor does it imply an assumption of liability by the Vessel or Organizer with respect to Exhibitor’s property.
14. Release of Liability: Neither the Vessel nor Organizer accepts any responsibility for the well being of any jewelry, art and/or materials consigned to or the ownership of any Exhibitor. Exhibitor waives any and all claims against the Vessel, Organizer, and/or the port facility for loss, theft, damage, or destruction by fire, water or otherwise of any personal possessions, artwork, jewelry, crates, packing materials, etc. aboard the Vessel or adjacent storage facilities at any time as well as for injury to himself, his agents, servants and/or employees while in the leased premises or aboard the Vessel, and for any damage of any nature including damage to Exhibitor’s business by reason of Organizer’s failure to provide space for any Exhibitor or for any failure to maintain any specific schedule for Seafair events.
15. Indemnify and Hold Harmless: Exhibitor agrees to indemnify and hold harmless the Vessel, Organizer, and/or the port facility for any liability, claims or damages arising out of negligence and/or other acts or omissions of Exhibitor, its agents, or employees. Exhibitor agrees to save and hold harmless the Vessel, Organizer, and/or the port facility, their respective managements, agents, and employees from any and all claims, liabilities and losses for injury to persons (including death) or damage to or loss of property arising in connection with Exhibitor’s tenancy aboard the Vessel. Exhibitor agrees to obtain adequate insurance against any such claims and to provide evidence of such insurance in writing to Organizer prior to embarkation.
16. Shipping: Exhibitor must remain with all artwork, jewelry and/or their freight until its designated shipper has removed same from the Vessel.
17. Insurance and Release of Liability: Exhibitor must carry worker’s compensation, commercial general liability including products and completed operations, independent contractors, personal injury and blanket contractual liability insurance at limits of at least $1,000,000 per occurrence and, $3,000,000 per aggregate. These coverages must be evidenced by a Certificate of Insurance with a 30 day notice of cancellation provision to the holder and naming the Vessel and Organizer as additional insured at least 30 days before the proposed embarkation date. Exhibitor is responsible for obtaining insurance to cover loss, damage, or injury to any property of Exhibitor or to any of its officers, agents, employees or contractors, whether attributable to accident, fire, theft or any other cause whatsoever. While the Vessel and/or Organizer may provide perimeter security guards, it is done solely as an accommodation to Exhibitor tenants.
18. Authenticity of Artwork: Should the authenticity or value of any work of art be placed in issue during the tenancy of Exhibitor aboard the Vessel, Organizer reserves the right to have said work withdrawn from Exhibitor’s display aboard the Vessel and promptly removed from the Vessel. All such decisions are at the sole discretion of Organizer. Exhibitor tenants are strictly accountable for the authenticity of the works of art which are shown in rented space aboard the Vessel. Exhibitor shall indemnify and hold the Vessel, Organizer, and /or the port facility harmless against any claims whatsoever made with regard to the authenticity of any work displayed aboard the Vessel and to any representation made during the sale of any artwork aboard the Vessel, as well as any expenses incurred by Vessel or Organizer in defense of such claim including legal expenses.
19. Promotional Materials: Promotional materials may be published by Organizer to promote each segment of the voyage. Exhibitor shall be responsible for the content of all submissions and for any damages claimed through its publication. Exhibitor may not use cinema, video, audio, printed material or posters aboard the vessel unless approved in writing by Organizer.
20. Special Provisions for Exhibitor Tenancy aboard a Vessel: Exhibitor recognizes that exhibition of fine art aboard a vessel requires special precautions. Wave, wind, and weather may create instability which must be individually assessed and addressed by each Exhibitor tenant. In no case will any responsibility be assumed by the Vessel or Organizer for any loss, damage, or injury to person, artwork, or Exhibitor contents caused by instability of the Vessel. Weather, tide, and wakes may cause motion within the leased space. For that reason, all Exhibitor tenants must properly anchor all displays, fine art, and furniture within their leased space. Further, all tenants must dismantle displays during port transits and appropriately pack all artwork and contents within their leased space during such transits which could be subject to damage as a result of vessel instability due to weather, tide, waves, or wakes from other vessels.
21. Electrical Restrictions: No exhibitor furnished electrical lights, devices, or appliances may be used in the show or brought into the hall without prior written approval. Use of any exhibitor electrical device shall be at 80% charge of similar show furnished devices or services. All electrical services and devices must be 110 bolts and have a UL certificate submitted to the organizer prior to the show.
22. Port Cancellation/Show Rescheduling: Should any contingency such as weather, crew illness or vacancy, mechanical problems, governmental action, or unavailability of dockage prevent the Vessel from maintaining its published schedule of port visits or agreed schedule for shows contracted by the Exhibitor herein, Organizer may reschedule Vessel port calls, dockage and/or show schedules at its sole discretion and this Agreement shall remain in full force for the new dates, dockage and/or ports. In case of rescheduling due to issues beyond their control, the Vessel, Organizer, or Dockage Owner shall not incur any liability whatsoever for port, schedule, dockage or show dates deviation. In case of voyage, segment, or dockage cancellation, neither the Organizer, Vessel or Dock Owner shall not incur any liability whatsoever and all parties will be relieved of any other liability and all further liability of any kind provided that rental paid for canceled portion of the Exhibitor’s tenancy is refunded to the Exhibitor. The liability of the Organizer is hereby limited to the rental paid to the Organizer for any canceled portion herein and there shall be no liability whatsoever for consequential damages of any kind.
23. Non-Refundable Cancellation Policy: This Agreement is not subject to cancellation or modification after execution and countersignature. All payments made are nonrefundable and will be retained by the Organizer. No charges may be waived or altered, except by the permission of the Organizer.
24. Regular Price, Cash Discount Price, Credit Card Payments: Prices contracted herein reflect a cash discount of 3%. Payments made by cash, check, or wire transfer are considered cash payments. Regular prices for all contracted space are 103% of the cash price and the regular price may be paid by credit card. The Exhibition reserves the right to accept only credit cards of its designation at any time and/or to terminate acceptance of any and all credit cards for booth payments at any time. Such termination shall have no effect upon the respective party’s financial obligations hereunder. In the event of any dispute, financial or otherwise, the Exhibitor specifically hereby agrees that credit card payments made pursuant to this agreement are not subject to dispute or charge back with the credit card company and that any dispute must be resolved directly with the Organizer in accordance with the legal procedures and remedies set forth herein.
25. Confidentiality: This Agreement, its terms and conditions, and the discussions, writings and negotiations of the parties hereto prior to the effective date of the Agreement, and the terms and conditions of any addenda prepared in connection with this Agreement (collectively the “Confidential Information”), shall not be disclosed to any third parties for any reason whatsoever and the parties hereto shall keep all Confidential Information and any matters relating to this Agreement, and any addenda prepared in connection with this Agreement confidential and shall not make any disclosures thereof, except for legal, accounting or tax purposes, or as required by law. The barred disclosures referred to in this section include any such disclosures by oral communication, written communication, television, audio, press, wire, internet and all other media. The terms and conditions of this Paragraph shall survive the termination or cancellation of this Agreement. Exhibitor agrees and acknowledges that the Confidential Information, as it exists from time to time, is a valuable, special and unique asset of Expoships and that the terms and conditions of this Paragraph are reasonable and necessary to protect the legitimate business interests of Expoships. Exhibitor hereby acknowledges a violation or threatened violation of the terms and conditions of this Paragraph, either by Exhibitor or Exhibitor’s employees, agents and representatives, would cause irreparable injury to Expoships. Accordingly, Exhibitor acknowledges, consents and agrees that in the event of any such violation or threatened violation, Expoships shall be entitled to immediately cancel the participation of the exhibitor in the event with forfeiture of all funds paid to date. In addition, the exhibitor agrees to immediately pay the sum of $10,000 to Expoships in addition to any sums contractually owed as an agreed partial penalty for violation of this confidentiality agreement. It is agreed that Expoships may commence an action for any preliminary, temporary and permanent injunctive relief and other equitable relief and it shall be entitled to any such relief without the necessity of alleging or providing actual damages, irreparable harm or lack of adequate remedy at law and without posting a bond, and Expoships shall further be entitled to such other rights and remedies it may have at law or in equity, which rights and remedies shall be cumulative and in addition to any other rights or remedies available to Expoships.
26. This Agreement is governed solely by the laws of the State of Florida. In the event of any and all litigation arising from this Agreement, the parties hereby agree that the sole venue for all legal action shall lie exclusively in the appropriate Courts of Dade County, Florida. The parties agree to waive trial by jury in any and all litigation arising from this Agreement. In the event of any arbitration or litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, in the arbitration and at both trial and appellate levels. The parties have participated jointly in the negotiation and preparation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties intend that each covenant, term and condition contained herein shall have independent significance. If any party has breached any covenant, term or condition contained herein in any respect, the fact that there exists another covenant, term or condition relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first covenant, term or condition. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. Expoships may, in its sole and absolute discretion, waive any covenant, term or condition or the breach thereof contained herein, however, no covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of Expoships, and any waiver of the breach of any covenant, term or condition contained herein shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. This Agreement shall bind both Expoships and Exhibitor and their assigns or successors, and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be. This Agreement shall not take effect and there shall be no obligation by either party unless it is countersigned by Expoships. It shall be effective on the date countersigned by Expoships. This Agreement is fully or partially assignable by Expoships in its sole discretion.
27. General Remarks: No verbal agreements, individual permits or special arrangements are binding or enforceable unless confirmed in writing. Organizer may expel Exhibitor from the vessel without refund if it violates any of these Rules and Regulations.