Terms and Conditions
These terms and conditions, together with the order form is entered into by and between you (“Exhibitor ”) and USA Health Expo (“Organizer”) for the use of space (“Exhibit Room”) in the Miami Beach Convention Center
The organizer reserves the right, in its sole discretion, to approve or withhold approval of this Agreement and establish such further terms and conditions as the Organizer may reasonably deem necessary. If you are entering into this Agreement on behalf of a company or other legal entity (e.g., your employer), you represent and warrant that you are authorized to do so. This Agreement shall constitute an integrated, valid and binding contract between the Exhibitor and Organizer.
1. CONDITIONS OF PARTICIPATION: To participate in the Exhibit, the Exhibitor must sign and return the Agreement and comply with all of the terms and conditions. Exhibitor acknowledges and agrees that the organizer has the sole authority to determine the characteristics of the Exhibit, including, but not limited to, date, time, type of products and services to be exhibited, fees, and deadlines. Any deviation by Exhibitor from the foregoing requirements (or any other material provisions of this Agreement) shall be strictly prohibited. Further, the Exhibitor shall truthfully inform Exhibit attendees about the qualities, prices, sales conditions and guarantees of its products or services in a complete, objective manner, and there shall be no advertising or action taken by Exhibitor likely to be misleading or that may constitute unfair competition. The exhibitor may be required by the Organizer to provide a full description of the nature of its business and the items it intends to exhibit.
2. NOT A LEASE: Organizer and Exhibitor acknowledge and agree that it is the express intention of the parties hereto that this Agreement shall not constitute a lease and that this Agreement shall not conveyor vest a leasehold or possessory interest in Exhibitor as to the Exhibit Room or the Center, and Exhibitor ’s right to occupy and use the Exhibit Room may be terminated by Organizer in accordance with this Agreement.
3. EXHIBIT ROOM AND BOOTH PLACEMENT: Space will be assigned to Exhibitor by the Organizer at the Organizer’s sole discretion. Space assignments may be revoked or changed by the Organizer if the Exhibitor
fails to meet payment deadlines or does not comply with the terms of this Agreement. The organizer reserves the right to relocate the Exhibitor to another space in the Exhibit Room and will notify the Exhibitor of such relocation using the email address or phone number provided in the application form. The organizer assumes no responsibility for Exhibitor’s goods, products or fixtures before, during or after the Exhibit. The organizer shall determine the dates and hours for establishing, dismantling and occupying booths. If Exhibitor fails to establish its display in its appointed space by 11:00 a.m. on the start date of the Exhibit and/or leaves its space without supervision at any time during the Exhibit, the Organizer shall have the right, but not the obligation, to seize the space, terminate this Agreement and retain the Exhibit Fee with no refund to Exhibitor. Exhibitor’s booth must also be open for business at all times during the term of the Exhibit.
4. USE OF EXHIBIT ROOM: The exhibitor shall use the Exhibit Room for the purposes set forth in the Agreement. No portion of the sidewalks, ramps, entries, doors, corridors, vestibules, hallways, lobbies, stairways, aisles or driveways of the Center shall be impeded by Exhibitor, its agents, representatives, employees, guests or invitees, or used for any purpose other than ingress or egress from the Center.
5. OPERATIONS AND MANAGEMENT OF CENTER AND EXHIBIT ROOM: The exhibitor shall use the Exhibit Room in compliance with all policies, rules, and regulations established by the Organizer and/or the Center. In permitting the use of the Exhibit Room, Organizer does not relinquish and does hereby retain as between Organizer and Exhibitor the right to enforce all necessary and proper rules for the management and operation of the Center. Exhibitors must take all necessary fire safety precautions and all booths and materials are subject to fire safety inspection by appropriate officials during the Exhibit.
6. FEES/REFUNDS: Payment in full of the fees set forth in the order form (the “Exhibit Fee”) must be received by wire transfer (in accordance with the wire transfer instructions set forth in the order form) or credit card (credit card authorization form provided by the Organizer) within seven (7) days after the invoice date in U.S. currency. No cash shall be accepted. Failure to make full payment of the Exhibit Fee by the Payment Deadline shall result in the loss of the Exhibitor ’s rights to participate in the Exhibit. All deposits applied to obtain multi- show discounts are non-refundable. In the event the exhibitor cancels exhibit space contracted herein, the exhibitor must do so in writing. We will accept cancellation of this contract subject to the following schedule:
- If cancellation is received with more than 90 days until the show, we will refund 50% of payments received
- If cancellation is within 90 days of the show, no refund will be paid and 100% of contracted booth price is due regardless of exhibitor’s cancellation.
- Any refunds due will be made 1 week after the completion of the respective show.
- Any outstanding balances must be paid in full 90 days before the show, failure to do so authorizes the event organizer to release any reserved space or sponsorships for sale to another interested party.
- All multiple show commitments, deposits, and fees are non-refundable.
7. SUBLETTING PROHIBITED: Subletting, sub-licensing or sharing any portion of Exhibitor ’s designated portion of the Exhibit Room by Exhibitor with anyone other than Exhibitor is expressly prohibited unless consented to in writing by Organizer in its sole discretion.
8. COMPLIANCE WITH LAWS: The exhibitor shall not use the Exhibit Room or Center for any unlawful purpose. Exhibitor shall, and shall cause any person acting for and on its behalf, and its guests and invitees, to comply with all laws, rules, ordinances, statutes or regulations of all federal, state, county, municipal and local governmental bodies, including, but not limited to, Hemp/CBD, smoking and noise ordinance(s), fire safety laws and ordinances, statutes or regulations with respect to the promotion, exhibition and display of Hemp/ CBD in all its forms, electronic devices that deliver vapor for inhalation (including any refill, cartridge or any other component thereof ), electronic cigarettes, vaporizers, vapor products, e-liquids and their byproducts (collectively, “Applicable Regulations”). Exhibitor hereby represents and warrants that it has performed its own due diligence with respect to such Applicable Regulations and acknowledges and agrees that Organizer shall assume no liability for Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns or invitees’ compliance with such Applicable Regulations. Exhibitor also acknowledges and agrees that nothing contained herein constitutes legal advice as to current or future Applicable Regulations and that the Organizer shall not and does not have any responsibility to inform or otherwise communicate to Exhibitor any change, amendment or revision to such Applicable Regulations. For the avoidance of doubt, Exhibitor acknowledges and agrees that the Applicable Regulations with respect to the promotion, exhibition, use, and display of Hemp/CBD in all its forms, electronic devices that deliver vapor for inhalation (including any refill, cartridge or any other component thereof ), electronic cigarettes, vaporizers, vapor products, e-liquids, and their byproducts are subject to change and Exhibitor makes no representation or warranty and expressly disclaims that the Applicable Regulations in force as of the date of execution of the Agreement will be the same as of the dates of the Exhibit.
9. PROHIBITED ACTIONS: Exhibitor represents, warrants and covenants that it shall not offer for sale any of Exhibitor’s products at the Exhibit that violate any local, state or federal law. Exhibitor further represents, warrants and covenants that it shall not give away or otherwise distribute any prohibited products for use by any persons outside the confines of the Exhibit Room and that any use of any products within the confines of the Exhibit Room during the Exhibit shall comply with any and all Applicable Regulations in force and effect during the Exhibit.
10. EJECTION OF DISORDERLY PERSONS: the Organizer reserves the right to refuse entrance to, or remove and eject from the Center, any person whose conduct is objectionable, disorderly or disruptive to Organizer’s employees and representatives and/or to the Center’s guests and invitees, and/or is in violation of the law, including Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns, guests or invitees. Exhibitor assumes full responsibility for the acts and conduct of itself, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns.
11. PARKING: All vehicles shall be driven and parked in designated areas unless directed by the Organizer’s authorized representatives.
12. ALTERATIONS & IMPROVEMENTS: Without Organizer’s prior written consent, the Exhibitor shall make no permanent alterations or improvements to the Exhibit Room or make any installations that will be attached to the surfaces of the Exhibit Room or in any manner alter the existing surfaces of the Exhibit Room. Any alterations or improvements of whatever nature made or placed by Exhibitor to or on the Exhibit Room and not removed at the conclusion of the Exhibit shall, at Organizer ’s sole discretion, be removed by the Organizer at Exhibitor’s expense, and/or become Organizer’s property. Exhibitor shall not post nor permit any sign to be affixed to the Exhibit Room or anything else that could reasonably be likely to injure mar or in any manner deface the Exhibit Room. The exhibitor shall not permit nails, hooks, adhesive fasteners, tacks, screws or any other such device to be installed on any part of the Exhibit Room.
13. MATERIALS: Signs may only be posted in approved areas. All signs and posters must relate to the Exhibit. The use and/or application of tire black or any similar silicone-based product is strictly prohibited. Large items displayed, housed or presented on any floor must be placed on a tarp or a similar covering so as not to stain or damage the flooring. Heavy materials must not be dragged, skidded or rolled over floors. All heavy materials or equipment must have matting placed underneath to protect all floor surfaces. Loading and unloading must be done in designated loading zone areas only. Items may not be placed on heating/air conditioning units. No pop-up tents or canopies are permitted inside the Center or Exhibit Room. No candles, glitter or confetti shall be used for decoration. The exhibitor shall not operate any Center equipment or materials without the Organizer ’s prior written approval, which approval shall be at the Organizer ’s sole discretion.
14. LOST/STOLEN PROPERTY: In no event shall Organizer, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns to be responsible for any lost, left, stolen or damaged items.
15. DAMAGES TO EXHIBIT ROOM: Exhibitor shall be responsible for any and all damages to the Exhibit Room and/ or the Center caused by Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors and permitted assigns, guests and invitees occurring during the use of the Center and Exhibit Room by Exhibitor, including in connection with the installation or removal of any alterations or improvements, whether permitted or not by Organizer.
16. TRASH REMOVAL: At the conclusion of the Exhibit, Exhibitor will remove all garbage/refuse/rubbish generated in connection with its use of the Exhibit Room and Center and any other goods, wares, merchandise or property owned by Exhibitor or which Exhibitor has placed or permitted to be placed in the Exhibit Room or Center. In the event if Exhibitor fail, neglect or refuse to remove any of its property or the property of any of its officers, directors, members, partners, employees, agents, representatives, affiliates, successors and permitted assigns, guests and invitees from any portion of the Center, including the Exhibit Room, upon the conclusion of the Exhibit, said property shall be deemed abandoned and Organizer shall, at its sole discretion, remove, place in storage, or otherwise dispose of any such property at Exhibitor ’s sole cost and expense.
17. INTELLECTUAL PROPERTY: Exhibitor expressly represents and warrants that at no time shall any music, literary artistic work or other property protected by or subject to copyright, patent or other intellectual property rights of a third party be used in connection with or for the Exhibit unless pursuant to a valid license agreement between Exhibitor and such third party, and such use by Exhibitor does not and will not infringe the copyright, patent or other intellectual property rights of any third party. Exhibitor hereby grants Organizer a limited, non-exclusive license to use Exhibitor ’s copyrights, trade names, trademarks, service marks and similar intellectual property and proprietary rights in connection with the Exhibit. Organizer hereby grants Exhibitor a limited, non-exclusive license to use the USA Health Expo logo as it appears in the “USA Health Expo” document to be provided with the invoice for promotional purposes only in connection with the Exhibit, which excludes the use of such logo on Exhibitor ’s products or services; provided that any use of such logo shall require the prior written consent and approval of the Organizer, which consent or approval shall be at Organizer ’s sole discretion.
18. PHOTO RELEASE: Without payment or other consideration to Exhibitor, Exhibitor irrevocably grants to Organizer the right to use photographs of Exhibitor ’s participation in the Exhibit, including use of the Center and Exhibit Room, and to copyright, use and publish the same in print and/or electronically, with or without Exhibitor’s name, for any lawful purpose. Exhibitor acknowledges, understands and agrees that these materials will become the Organizer’s property and shall not be returned, and may be altered and edited by Organizer without Exhibitor’s approval.
19. ADVERTISING: Exhibitor shall not broadcast by television, radio or other medium, videotape, record or transcribe, any exhibitor activity scheduled to be presented or performed in the Exhibit Room, or advertise, post, or exhibit, signs, advertisements, show bills, lithographs, posters, or cards of any description inside or outside or on any part of the Exhibit Room, in each case, without Organizer’s prior written consent. Exhibitors may be required to pay additional fees and reimburse Organizer for costs incurred, if any, for all broadcasting, telecasting, videotaping and transcription of the Exhibit. Organizer reserves all rights to all broadcasting, telecasting, videotaping and transcription of all performance functions, meetings, and activities of all users of the Center and Exhibit Room, including Exhibitor.
20. SOLICITATIONS: No collections or donations, whether for charity or otherwise, shall be made, attempted or announced during the Exhibit in any portion of the Center or Exhibit Room without Organizer’s prior written approval.
21. EXHIBIT START/END TIME: Setup and teardown time is included in rental time. No materials relating to or for the Exhibit may be stored by or for Exhibitor before or after 24 hours of the event. In the event that Exhibitor fails to provide the appropriate insurance as required under this Agreement or fails to produce proof of insurance satisfactory to Organizer in its sole discretion, The organizer shall have the right, but not the obligation, to procure insurance for Exhibitor, at Exhibitor’s sole expense. Exhibitor represents, warrants and covenants that its insurance policy or policies shall cover and will continue to cover any risk inherent in the consumption and/or use of the Exhibitor’s products and services.
22. LATE CHARGES, PENALTIES, FEES, ETC: Organizers shall not be liable for the payment of taxes, late charges, or penalties of any nature relating to the Exhibitor any revenue received by or payments made to Exhibitor in connection therewith, except as otherwise provided by applicable law. Exhibitor shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates damages, license fees, municipal liens, levies, excises, or imposts, whether general or special, whether ordinary or extraordinary, of every name, nature, and kind whatsoever, including all government charges of whatsoever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge against this Agreement or any other property used in connection with the Exhibit. Notwithstanding the foregoing, the Exhibitor acknowledges that Organizer may collect sales or similar taxes on any or all of the Exhibit Fee if Organizer determines, in its sole discretion, that any such taxes are owed with respect to any or all of the Exhibit Fee. Payment of any such taxes shall be made by the Exhibitor with the Exhibit Fee on the terms related to payment of the Exhibit Fee.
23. LIMITATION OF LIABILITY: In no event shall organizer be liable to the exhibitor for any indirect, punitive, special, incidental or consequential damages whatsoever, including loss of goodwill or loss of profits even if the organizer has been apprised of the possibility of such damages and whether any claim is made for breach of contract, breach of warranty, and/or violation of the applicable regulations, in tort or otherwise. The only warranties provided by the organizer are those specifically set forth in this agreement, and such limited warranties are in lieu of any and all other warranties, express or implied, including any warranty of merchantability and fitness for a particular purpose.
24. ASSUMPTION OF RISKS: Exhibitor completely assumes all risks associated with and/or resulting from, caused by, or arising from or in connection with exhibitor’s participation or presence at the exhibit including, but not limited to, theft, loss, harm, damage or injury to or of any person (including death), property, business or profits of other exhibitors, invitees and attendees and notwithstanding whether caused by negligence, intentional act, accident, act of god or other reasons. The exhibitor assumes full and complete responsibility for theft, loss or damage to its property, whether the property was in or out the assigned storage area.
25. INDEMNIFICATION: Exhibitor shall indemnify, defend and hold harmless USA Health Expo (and parent company), its partnered venues and their respective officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees (each, an “Indemnified Party”) from and against any and all claims, suits, liens, judgments, damages, losses, and expenses, (including attorneys’ fees and expenses) (collectively “Losses”) arising or resulting from, in whole or in part, and in any manner, (a) any breach by Exhibitor of its obligations hereunder, or (b) the use or occupancy by Exhibitor, its officers, directors, members, partners, employees, agents, representatives, affiliates, successors, permitted assigns, guests and invitees of any portion of the Center (including the Exhibit Room); except where such Losses are caused by or resulting from the gross negligence of an Indemnified Party.
26. FORCE MAJEURE: None of USA Health Expo (and parent/related company) or partnered venues or their respective officers, directors, members, partners, employees, agents, representatives, affiliates, successors or permitted assigns shall be liable to Exhibitor for any losses, damages, and costs (including attorney’s fees and expenses) incurred by Exhibitor, in whole or in part, resulting from causes beyond Organizer’s control, including but not limited to acts of God or any laws, rules or regulations of any governmental body that would make it impossible, commercially unreasonable or illegal for Organizer to perform its obligations under this Agreement, including but not limited to changes in law with respect to Applicable Regulations (each, a “Force Majeure Event”). The exhibitor shall not make any claims against Organizer, and Organizer shall not be liable to Exhibitor, for any losses arising from the cancellation of any portion of the Exhibit due to a Force Majeure Event.
27. INJUNCTIVE RELIEF: If Exhibitor fails or refuses to perform its obligations as required under this Agreement, Exhibitor acknowledges and consents to the Organizer ’s right to seek injunctive relief, in addition to the rights of Organizer, set forth in this Agreement and any other rights at law and equity, to compel Exhibitor ’s performance in accordance with this Agreement.
28. COVID-19 DISCLAIMER – NOTICE – Participant acknowledges that Participant is aware that the COVID-19 virus is highly contagious and if contracted may cause serious protracted illness, permanent or lengthy debilitating injury or death. Participant represents that Participant also is fully cognizant of the risks of contracting COVID-19 associated with social interaction, particularly in sizable groups with persons who are not known to be immune or vaccinated. Participant understands that Sponsor does not provide any assurance of any kind that Participant will not be exposed to and will not contract COVID-19 while attending the exposition, nor does Sponsor guarantee that any other person in attendance will comply with any existing governmental orders, guidelines (including CDC and local health department guidelines) or protocols, or other socially responsible practices, regarding measures calculated to avoid or minimize COVID-19 spread. Participant acknowledges that Sponsor has not asked any attendee to provide any proof or make any representation regarding such attendee’s current health status and/or whether such attendee has previously contracted COVID-19, been vaccinated for the virus, or been exposed within the previous thirty days to any other person known or believed to have had or been exposed to the virus.
ASSUMPTION OF RISK - By agreeing to the terms and conditions of participation in the exposition, and by participating in the exposition, Participant acknowledges he/she: a) has carefully read the above; b) understand the risks of being exposed to and contracting COVID-19 associated with attending the exposition; c) voluntarily assumes such risks, including the risk of serious protracted illness, permanent or lengthy debilitating injury or death. serious illness, debilitating injury, or death.
WAIVER OF LIABILITY/HOLD HARMLESS - By agreeing to the terms and conditions of participation in the exposition, and by participating in the exposition, Participant voluntarily releases, waives, and discharges Sponsor, its managers, officers, owners, agents, servants, and employees, and agrees to hold each of the foregoing harmless from, all injuries, losses, claims, and damages related to or arising out of any exposure to or contracting of COVID-19,