TERMS AND CONDITIONS - DEALERS / VENDORS

This Application and Contract for Exhibit Space (this “Contract”), by and between Austin Record Convention, LLC (“Austin Record Convention”) and the Dealer or entity (“Dealer”) designated in this Contract’s application section (“Application”), governs Dealer’s rental and use of exhibit space and/or other participation, as specified in the Application (“Participation”) in the Austin Record Convention (the “Event”)

LOCATIONS AND DATES:

The Event and Dealer’s Participation are scheduled for the locations and dates specified in the Application. Dealer acknowledges and understands that the locations, hours, or dates may change and the Event and/or Dealer’s Participation in the Event may be rescheduled. Austin Record Convention will attempt to provide reasonable notice to Dealer of any such changes.

ACCEPTANCE OF CONTRACT:

This Contract will only become binding when it is accepted by Austin Record Convention. No contract is created unless and until Austin Record Convention countersigns this Contract. Austin Record Convention reserves the right, at its sole discretion, to decline acceptance of any Contract.

PARTICIPATION ALLOCATIONS:

Austin Record Convention will attempt to assign any Participation space/location requested in the Application in the order in which Contracts are received. If Dealer’s choice(s) of Participation space/location are not available, Austin Record Convention will attempt to assign what it considers to be an appropriate space/location. Austin Record Convention reserves the right, at its sole discretion, to designate Participation space/location or make changes in the location, size, layout, arrangement, time and display limits of the Participation. POSITIONING OF TABLE LOCATIONS IS AT AUSTIN RECORD CONVENTION’S SOLE DISCRETION EXCEPT WHERE A REQUEST FOR SPECIFIC PREFERRED POSITION IS AGREED TO BY AUSTIN RECORD CONVENTION IN WRITING.

PARTICIPATION FEES:

The fees for Dealer’s Participation in the Event (“Fees”) shall be as designated in the Application. For raw exhibit space, the Fee only includes table space and any items specifically designated in the Application, such as pegboards and electricity, if applicable. All other expenses are the responsibility of Dealer. All Fees are deemed fully earned and non- refundable when the Contract is accepted, except as otherwise provided herein.

PAYMENT:

Unless otherwise specified in this Contract, payment of the Fees shall be made in U.S currency by credit card payment, by check, or by bank transfer payable to Austin Record Convention, LLC, and shall be due and payable within fifteen (15) days after Austin Record Convention’s invoice or prior to the start of the first Event, whichever is earlier.

DEALER MATERIALS:

Any promotional and/or presentation materials to be provided by Dealer in connection with this Contract will be provided in a manner and format designated by Austin Record Convention. Dealer’s materials, including flyers or other materials, are subject to Austin Record Convention’s approval. Austin Record Convention shall have the right to reproduce, promote, distribute and otherwise use these materials in connection with the Event. Austin Record Convention is not granted any other rights to Dealer’s materials, and acknowledges that it shall not gain any proprietary interest in Dealer’s materials. Dealer represents and warrants that the materials do not and will not infringe on any third-party rights, including, without limitation, copyright, patent, trade secret, trademark and rights of publicity or privacy, and are not false, misleading, deceptive, obscene or defamatory.

TRADEMARKS:

Austin Record Convention shall have the right to use Dealer’s trademarks to promote Dealer’s participation in and sponsorship of the Event, and to fulfill its obligations under this Contract. Any such use shall be in compliance with Dealer’s relevant trademark or corporate identity guidelines, and all goodwill shall inure to the benefit of Dealer. Austin Record Convention is not granted any other rights to Dealer’s trademarks, and acknowledges that it shall not gain any proprietary interest in Dealer’s trademarks. Dealer shall have the right to use Austin Record Convention’s trademarks that are associated with the Event only to promote Dealer’s Participation in the Event. Any such use shall be in compliance with Austin Record Convention’s relevant trademark or corporate identity guidelines, and all goodwill shall inure to the benefit of Austin Record Convention. Dealer is not granted any other rights to Austin Record Convention’s trademarks, and acknowledges that it shall not gain any proprietary interest in Austin Record Convention’s trademarks.

CANCELLATION BY DEALER:

Dealer’s cancellation of all or part of its Event Participation, as contracted for herein, must be sent in writing to Austin Record Convention and is only effective upon Austin Record Convention’s actual receipt. Dealer’s failure to occupy exhibit space at the start of an Event constitutes Dealer’s cancellation for that Event. If Dealer cancels, Austin Record Convention shall have the right, but not the obligation, to replace Dealer with another participant. If Dealer cancels, Dealer shall be liable for one hundred percent (100%) of the Fees for the canceled Participation, provided however, if Austin Record Convention is able to replace Dealer with another participant and/or re-let Dealer’s cancelled space/table, Austin Record Convention shall provide Dealer with a refund of any applicable Fees paid by Dealer, less Austin Record Convention's cost to find the replacement. Dealer acknowledges that ascertaining damages incurred by Austin Record Convention if Dealer cancels its Participation is difficult, and that the Fees owed or retained under this Agreement after cancellation represent a fair and agreed measure of compensation and are not to be deemed or construed as a penalty or forfeiture.

CANCELLATION BY AUSTIN RECORD CONVENTION:

Austin Record Convention reserves the right to cancel the Event or to terminate this Contract or Dealer’s Participation in all or part of the Event for any reason at any time upon written notice to Dealer. Upon Austin Record Convention’s cancellation or termination, its sole liability to Dealer, and Dealer’s exclusive remedy, shall be a refund of the Fees paid by Dealer under this Contract for the Event in which Dealer is unable to participate due to such cancellation or termination.

FORCE MAJEURE:

Neither Party shall be responsible for any loss or damage resulting from failure to perform under this Contract or to conduct an Event as currently scheduled in whole or part as a result of riot, strike, labor dispute, acts, regulations or orders of governmental authorities, civil disorder, act of war, act of terrorism, failure of facilities, earthquake, storm, fire, flood, or other acts of God, or any reason of any kind whatsoever beyond the reasonable control of that Party. Notwithstanding any other terms of this Contract, if an Event is cancelled by Austin Record Convention and not rescheduled in connection with a force majeure event, Austin Record Convention’s sole liability to Dealer, and Dealer’s exclusive remedy, shall be a refund of the Fees for that Event paid by Dealer under this Contract less a pro rata rate adjustment based on costs incurred by Austin Record Convention in connection with the cancelled Event.

INSTALLATION AND DISMANTLE:

All displays and table exhibits must be installed before, occupied during, and dismantled after the Event in accordance with the schedule provided by Austin Record Convention. Materials not removed from the exhibition area by Dealer as specified by Austin Record Convention will be removed by Austin Record Convention at Dealer's expense and liability. All Dealers must stay until 5:00 pm on the final day of the Event (typically Sunday), unless Dealer receives Austin Record Convention’s prior written approval to leave early on that day.

USE OF SPACE:

Dealer may not sublet, assign, or apportion any part of the exhibit space contracted for herein, nor represent, advertise, distribute literature for, or otherwise promote the products or services of any other firm or individual except as approved in writing by Austin Record Convention. Dealer may not display outside the confines of its assigned exhibit space.

CONDUCT OF PARTICIPATION:

Dealer shall conduct its Participation in a decorous manner in order not to be objectionable to Austin Record Convention, the location at which the Event is taking place (the “Event Center”), other exhibitors, or the public. Austin Record Convention reserves the right to restrict or prohibit exhibits which, because of noise, method of operation, content, safety, or any other reason, are objectionable to Austin Record Convention or otherwise detract from or are out of keeping with the character of the Event. Austin Record Convention may prohibit installation or request removal or discontinuance of any exhibit or promotion that, if continued, departs substantially from the design and description given advance approval. Austin Record Convention reserves the right to close, remove or require changes in Dealer’s exhibit and to remove any of Dealer's personnel, agents, representatives, independent contractors, invitees or guests if the exhibit or individuals are deemed by Austin Record Convention, in its sole discretion, to be detrimental to Austin Record Convention, the Event, the Event Center, other exhibitors, or the public. Dealer shall adequately staff its exhibit during all Event hours. Dealer agrees to cooperate with Austin Record Convention and other exhibitors, especially during periods of ingress and egress, in order to make mutual use of the facilities harmonious and agreeable. If Dealer or its representatives fail to observe the terms and conditions of this Contract or, in the reasonable opinion of Austin Record Convention, conduct themselves unethically or detrimentally to Austin Record Convention, Dealer may be dismissed from the Event without refund or other appeal.

CARE OF PREMISES:

Dealer shall not mark, deface or otherwise damage any furnishings or equipment that is provided, including but not limited to walls, pegboards, or the premises. Dealer may not tape or attach anything to the wall areas. In the event that Dealer leases peg board(s) from Austin Record Convention, Dealer is responsible for providing its own pegboard hooks. Dealer shall return all furnishings and equipment, and the premises in as good condition as they were received. Dealer shall be liable for any damage caused by its failure to adhere to this provision.

CONDITION OF PREMISES:

Any space provided to Dealer under this Contract, including without limitation, tables and/or pegboards (“Space”), is licensed and provided on an “AS IS” basis. Austin Record Convention shall not be liable for preexisting conditions of the Space or for conditions arising during the period of the license or Dealer’s use.

INVITEES:

Anyone visiting, viewing or otherwise participating in the Space is deemed to be the invitee or licensee of Dealer while so visiting, viewing or otherwise participating in Dealer’s exhibit or Space, rather than the invitee of Austin Record Convention or the Event Center.

EVENT BADGES:

Dealer personnel, agents and representatives must wear identification badges while on the exhibit floor. A Dealer that purchases one (1) table shall receive two (2) identification badges. For each additional table, Dealer will be provided with one (1) additional identification badge upon request.

ASSISTANTS AND EARLY ADMISSION:

Dealer is allowed one (1) assistant per table. For any additional Dealer personnel who need early admission to the Event, Dealer must purchase an early shopper admission.

DISPLAYS AND PROMOTIONAL DISTRIBUTION:

At its sole discretion, Austin Record Convention may withhold or withdraw permission to display items or distribute souvenirs, advertising or any other material.

AVAILABLE SERVICES:

Austin Record Convention will designate independent contractors (“Event Contractors”) to make certain services available (e.g., drayage, machine moving, cartage, machinery erection, furniture, signs). The specific services and Event Contractors, and their prevailing rates will be listed in the exhibitor manual to be issued separately. Austin Record Convention assumes no responsibility or liability for any of the services performed or materials delivered by any Event Contractor. Arrangements for these services and payments shall be made directly between Dealer and the Event Contractors. Use of any contractor other than an Event Contractor shall require the advance written consent of Austin Record Convention.

INSURANCE:

Dealer is solely responsible for its personnel, employees, agents, representatives, and property, and should have sufficient insurance to cover against loss, theft, damage or destruction of goods, and injury, including death, to its personnel, employees, agents or representatives. Dealer must obtain and carry a minimum of $1,000,000 per occurrence limit for Commercial General Liability Insurance including bodily injury and property damage, $1,000,000 limit for Commercial Property Coverage covering real and personal property and inland transit insurance, and $1,000,000 limit Worker’s Compensation. The insurance is to cover the full period of occupancy of the Space and, except for the Worker’s Compensation policy, shall name Austin Record Convention as an additional insured. Dealer shall provide Austin Record Convention and the Event Center with a certificate of insurance evidencing such coverage upon request.

COMPETING RECORD SHOWS IN AUSTIN:

Dealer agrees that it shall not attend another record show in the Austin metro area. Dealers who violate this provision will not be allowed to participate in any future Events.

SECURITY:

Austin Record Convention will provide security personnel in the Event Center 24 hours per day during the Event. If Dealer suspects any of its merchandise has been stolen by an attendee, Dealer shall notify such security personnel and provide as much detail as possible to such security personnel. Notwithstanding the presence of security personnel, any merchandise left at Dealer’s table overnight is at Dealer’s own risk. The furnishing of such security service shall not be construed to be any assumption of obligation or duty with respect to the protection of the property of Dealers by Austin Record Convention; such obligation and duty shall at all times remain in the sole possession, custody, and responsibility of each Dealer.

OTHER RULES AND REGULATIONS; WARRANTY:

Dealer shall comply with all applicable laws, rules, regulations, ordinances, codes and statutes with respect to the conduct of its exhibit. Dealer represents and warrants that all recordings and materials offered for sale at the Event are in compliance with applicable copyright laws as well as the laws of the State of Texas. Dealer shall also comply with the applicable Event rules, the exhibitor manual, if one is provided, and all reasonable requests of Austin Record Convention and the Event Center with respect to the conduct of its exhibit. Austin Record Convention and the Event Center may issue further rules and regulations governing the Event or use of the Event Center facilities from time to time. Dealer agrees to abide by all such rules and regulations.

TAXES AND LICENSES:

Dealer is solely responsible for obtaining any license(s) and/or permit(s) associated with its Participation in the Event. Dealer is solely responsible for the payment of all taxes (including sales and use taxes), license fees, or other charges applicable to its Participation in the Event, including any taxes collected by Austin Record Convention on Dealer’s behalf.

LIMITATION OF LIABILITY:

AUSTIN RECORD CONVENTION SHALL NOT BEAR ANY RESPONSIBILITY FOR THE SAFETY OF DEALER, ITS PERSONNEL, EMPLOYEES, AGENTS OR REPRESENTATIVES OR PERSONAL PROPERTY. AUSTIN RECORD CONVENTION SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AUSTIN RECORD CONVENTION IS NOT LIABLE FOR ANY ERRORS IN ANY LISTINGS OR DESCRIPTIONS ASSOCIATED WITH THE EVENT, OR FOR OMITTING DEALER FROM THE EVENT SHOW GUIDE OR OTHER EVENT MATERIALS. THE TOTAL LIABILITY OF AUSTIN RECORD CONVENTION FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY DEALER UNDER THIS CONTRACT AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

INDEMNIFICATION:

Dealer shall defend, indemnify and hold harmless Austin Record Convention, its parent, subsidiary, and affiliate companies, and each of their officers, directors, employees, equity holders, agents and representatives from any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) arising out of or due to: (a) the construction or maintenance of Dealer’s exhibit; (b) the negligence or willful misconduct of Dealer, or its personnel, employees, agents or representatives; (c) Dealer’s materials distributed in connection with the Event, including but not limited to Austin Record Convention’s use of the materials; or (d) Dealer’s breach of any commitment made in this Contract. Dealer agrees that a party that is being defended hereunder (the “Defended Party”) shall have the right to approve any counsel retained to defend any demand, suit or cause of action in which it is a defendant, such approval not to be unreasonably withheld. Dealer agrees that the Defended Party shall have the right to control and participate in the defense of any such demand, suit or cause of action concerning matters that relate to the Defended Party, and that such suit will not be settled without the Defended Party’s consent, which consent shall not be unreasonably withheld. If, in the Defended Party’s reasonable judgment, a conflict exists in the interests of the Defended Party and Dealer in such demand, suit or cause of action, the Defended Party may retain its own counsel whose reasonable fees shall be paid by Dealer.

NO ASSIGNMENT:

Dealer may not assign this Contract to any third party without the written consent of Austin Record Convention.

AUTHORIZATION:

Dealer authorizes Austin Record Convention to provide contact information, including its address, phone number, fax number, email address and contact person, to the Event Centers and Event Contractors. Dealer authorizes Austin Record Convention to record Dealer’s participation in the Event, including participation by Dealer’s personnel, agents or representatives, and create transcriptions and derivative works therefrom in any medium. Dealer authorizes Austin Record Convention to use, reproduce, copyright, translate, distribute, transmit, and publicly perform any such recordings, transcriptions or derivative works in connection with the Event. Notwithstanding the above, Austin Record Convention shall not edit, alter or otherwise modify any recordings of presentations from Dealer in a manner that mischaracterizes the content or reflects negatively on Dealer. Dealer agrees to execute any additional releases presented by Austin Record Convention in connection with these authorizations, and hereby waives any statutory restriction on waivers of future claims or moral rights.

MAILINGS/CONTACT LISTS:

Notwithstanding any other terms or conditions of this Contract: (a) all mailings provided hereunder shall be limited to individuals that have opted-in to receiving such mailings; and (b) all contact lists provided hereunder shall be limited to individuals that have opted-in to having their contact information provided to the party receiving the contact information. If Austin Record Convention provides Dealer with the contact information of Event attendees who have opted-in to receiving marketing from Dealer, Dealer will ensure that it uses such information in compliance with applicable laws, including the U.S. CAN-SPAM Act.

COLLECTION OF INFORMATION:

In the event that Dealer chooses to collect information from Event attendees (via electronic means or otherwise), Dealer will do so in a manner that clearly identifies Dealer, and not Austin Record Convention, as the entity collecting the information and will comply with applicable laws.

GOVERNING LAW; JURISDICTION:

This Contract, and all matters arising out of or relating to this Contract, shall be governed by the procedural and substantive laws of the State of Texas, USA without regard to the conflict of laws provisions of any state or jurisdiction. Any legal action relating to this Agreement shall be instituted in a state or federal court in Austin, Travis County, Texas and each party hereby submits to the exclusive jurisdiction of, and agrees that venue is proper in, these courts in any such legal proceeding.

NO WAIVER; SEVERABILITY; SURVIVORSHIP:

Any express waiver or failure to exercise any right under this Contract will not create a continuing waiver or any expectation of non-enforcement. If any provision of this Contract is held invalid by any law or regulation of any government or by any court or arbitrator, such invalidity will not affect the enforceability of the other provisions. Rights and obligations under this Contract, which by their nature should survive, will remain in effect after termination or expiration of this Contract.

ENTIRE AGREEMENT:

This Contract, the Application, exhibitor manual and applicable rules constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof. This Contract may not be modified or amended except in a writing signed by a duly authorized representative of each party.