1. Defined Terms. The “Event“, as used in these General Terms and Conditions (these “Terms“), means Unboxing Asheville: Asheville Designer Toy Expo (the “Event”), scheduled to be hosted  on  February 6-7, 2021 (the “Event Dates“) virtually on www.assembly-required.net . The Event is owned, produced and managed by Unboxing Asheville, LLC, a North Carolina limited liability company. As used hereinafter, the term “Organizer” means Unboxing Asheville, LLC, and its officers, directors, agents, affiliates, representatives, employees and assigns. The term “Exhibitor“, as used in these Terms, means the business entity or person that has applied to participate and such Exhibitor’s officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable.

 

  1. Acceptance; Binding Agreement. Please read these Terms carefully. These Terms form a binding contract between Exhibitor and Organizer and by signing up to participate as an Exhibitor during the Event, you are agreeing to these Terms.  

 

  1. Assumption of Risks; Release. Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with, Exhibitor’s participation with the Event. Organizer shall not be liable for, and Exhibitor hereby fully and forever releases and discharges Organizer, and its officers, directors, shareholders, partners, affiliates, service suppliers, employees, agents, representatives, assignees and successors of each of them (collectively, the “Releasees“), of and from any and all claims, actions, demands, obligations, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys’ fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively “Claims“) which Exhibitor may now have or which may hereafter accrue, individually, collectively or otherwise, in connection with, relating to or arising out of Exhibitor’s participation in the Event. Exhibitor understands that it is releasing, discharging and waiving any and all Claims, known or unknown, that Exhibitor may have presently or in the future for the acts or omissions of the Releasees.

 

  1. Indemnification. Exhibitor shall indemnify, defend, and hold the Releasees harmless from any and all Claims, which result from or arise out of or in connection with (a) Exhibitors’ participation or attendance at the Event; (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under these Terms; (c) any matter for which Exhibitor is otherwise responsible under the these Terms; (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 right; (e) any libel, slander, defamation or other claims resulting from the actions of Exhibitor. Exhibitor shall not settle or compromise any claims against Organizer without Organizer’s prior written consent.

 

  1. Limitation of Liability. IN NO EVENT shall Organizer be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any the 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 Organizer by Exhibitor for participation in the Event. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.

 

  1. Qualifications of Exhibitor. Organizer, in its sole discretion, shall have the right to determine whether Exhibitor is eligible to participate in the Event. Applicants may be required to submit a description of the nature of their business and the items intended to be exhibited. Organizer reserves the right to restrict or remove any exhibit which Organizer, in its sole discretion, believes is objectionable or inappropriate or which does not relate to the theme or purpose of the Event.

 

  1. Cancellation by Exhibitor. Exhibitor must provide notice of its intent to cancel their participation in writing to Organizer. Cancellations received on or before December 31, 2020 will be charged a fee equal to 50% of the total costs paid by Exhibitor. Cancellations received on or after January 1, 2021 will be charged a fee equal to 100% of the total costs paid by Exhibitor.

 

  1. Cancellation by Organizer. If Exhibitor fails to make required payment in a timely manner, Organizer may immediately terminate Exhibitor’s participation in the Event without further notice and without obligation to refund monies previously paid. Organizer reserves the right at its discretion to refuse Exhibitor  access to www.assembly-required.net if Exhibitor is in arrears of any payment due to Organizer. Organizer may also terminate Exhibitor’s participation in the Event effective upon written notice of termination if Exhibitor breaches any of its obligations under these Terms without any obligations, expressed or implied, on Organizer’s part to refund any payments previously made and without releasing Exhibitor from any liability arising as a result of or in connection with such breach. If Organizer removes or restricts an exhibit which Organizer considers to be objectionable or inappropriate, no refund will be due Exhibitor.

 

  1. Cancellation of the Event. If Organizer cancels the Event due to circumstances beyond the reasonable control of Organizer, Organizer shall refund to each Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of Organizer’s liabilities to Exhibitor. Organizer reserves the right to cancel, rename or relocate the Event or change the dates on which it is held. If Organizer changes the name of the Event or changes the dates for the Event, no refund will be due to Exhibitor. If Organizer elects to cancel the Event other than for reasons previously described in this paragraph, Organizer shall refund to each Exhibitor its entire payment previously paid, in full satisfaction of any and all liabilities on the part of the Organizer to Exhibitor.

 

  1. Listings and Promotional Materials. By Exhibitor’s participation in the Event, Exhibitor expressly grants to Organizer a fully paid, perpetual, nonexclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic or other media) listing the exhibiting companies at the Event and to use such names in Organizer’s promotional materials, including on Organizer’s social media accounts and website. Organizer shall not be liable for any errors in any listing or descriptions or for omitting any Exhibitor from the directory or other lists or materials. Exhibitor agrees that Organizer may also take photographs or video of Exhibitor’s booth space, online image, exhibit and personnel during, before or after the open hours of the Event and use such photographs and/or video for any promotional purpose of Organizer.

 

  1. Taxes and Licenses. Exhibitor shall obtain any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event at its sole expense. Exhibitor shall obtain any necessary tax identification numbers and permits and shall be solely responsible for paying all taxes, license fees, use fees, or other fees due to any governmental authority in connection with its activities at the Event.

 

  1. Observance of Laws. Exhibitor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations applicable to the Event and its participation in the Event.

 

  1. Copyrighted Materials. Exhibitors shall not play or permit the playing or performance of, or distribution of any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties, fees or other payments.

 

  1. Character of Displays. During the event, all exhibits shall display products or services in a tasteful manner as determined in Organizer’s sole discretion. Exhibitors will accept full responsibility for their Zoom feed, and all materials therewithin. 

 

  1. Incorporation of Rules and Regulations. Any and all matters pertaining to the Event and not specifically covered by these Terms 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 reasonable notice to Exhibitor. Any such rules and regulations are an integral part of this contract and are incorporated herein by reference and shall have the full force and effect as if such rules and regulations are fully set forth herein. Exhibitor shall observe and abide by additional regulations made by Organizer as soon as such additional rules or regulations are communicated to Exhibitor. The Terms (including any additional rules or regulations adopted by Organizer from time to time) state the entire agreement of the parties with respect to the subject matter hereof.

 

  1. Governing Law. These Terms are governed by the laws of the State of North Carolina as applied to contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located in the Asheville, North Carolina shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction.

 

  1. Rights of Offset; Enforcement. In the event Exhibitor is indebted to Organizer, whether or not such indebtedness arises from these Terms or any other agreement, Organizer shall have the right in its discretion, to apply any refunds of exhibit booth fees properly due Exhibitor to such other indebtedness in the event legal action is filed by Organizer to enforce these Terms, the prevailing party in such action shall be entitled to reimbursement of court costs and reasonable legal fees.

 

  1. Additional Terms and Conditions. Organizer has sole control over attendance policies. Except as provided to the contrary in these Terms, all monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment. Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit, Organizer in its sole judgment may refuse to consider for participation in future events held by Organizer an Exhibitor who violates or fails to abide by these Terms and any of the accompanying rules and regulations. Any amendment or modification to these Terms must be in writing and signed by an authorized representative of Organizer. Exhibitor may not assign any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of Organizer, which consent shall be in Organizer’s sole discretion. No waiver by Organizer of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Organizer to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.