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EXHIBIT SPACE TERMS AND CONDITIONS

ABC KIDS EXPO

ALL BABY & CHILD CORPORATION

The following terms and conditions ("Terms and Conditions") shall govern the use of exhibit space at the 2020 ABC Kids Expo, to be held in Las Vegas, Nevada.  They are incorporated by reference into the Application for exhibit space as if fully set forth.  By signing below, you ("Exhibitor" or "you") agree to follow the Terms and Conditions set forth in this document.

Exhibit and Display Space

All Baby & Child Corporation ("ABC") shall, at its sole discretion, assign all booth space locations using a variety of predetermined factors. Exhibitors may be able to select booth space on certain areas of the show floor as determined by show management.  Booth space locations may be changed at any time by show management. Requests for placement on corners, end-caps or other booth configurations, or near or next to other exhibitors, shall be considered but cannot be guaranteed.  Prior participation at ABC Kids Expo shows is not a factor considered in booth placement and ABC does not use a point system in the booth assignment process.  ABC reserves the right to change the floor plan (including, but not limited to, aisle space and booth assignments), in its sole discretion, without notice, to provide a more satisfactory, attractive and successful exposition or to meet fire marshal requirements.  All booth space is sold in increments of 100 square feet (10 feet x 10 feet).  Booth sharing is only permitted by approval from ABC and the primary exhibitor.  No more than two exhibitors may occupy a registered booth space regardless of booth space size. Exhibitors requesting island, split island or end-cap configurations, regardless of square footage and those requesting 600 square feet (6 [six] 10 feet x 10 feet) or more are required to submit their entire booth specifications including but not limited to walls, fixtures, curtains, overhead signage, use of vehicles, etc. for approval by ABC no later than April 1, 2020. Booth assignments will not be made without plan approval. Once specifications are approved by show management, any revisions must be re-submitted for approval.   Modification to booth size cannot be accommodated after April 1, 2020.

Each exhibitor space includes pipe, drape and carpet.  Exhibitor may supply its own tables or display cases provided that all items can fit completely within its designated space and comply with all “line of sight” guidelines, as provided in these Terms and Conditions. Exhibitor is prohibited from displaying any objects or stacking any items in a manner that would present a danger to other persons. Determination of exhibit safety shall be at the sole discretion of ABC. Animals and pets are not permitted in the exhibit hall except in conjunction with an exhibit approved by ABC in writing.  Seeing-eye and companion dogs are permitted.

Authorized Signature & Payments Required

All registrations shall be processed upon receipt of required documentation. Deposit is due within ten (10) days of receipt of invoice with final payment due no later than May 31, 2020.  After May 31, 2020 payment for booth space is due in full within 10 days of receipt of invoice.  Deposits must be made by check, ACH, EFT, credit card or wired funds only. Booth assignments shall not be made without ABC's receipt of the required deposits.

Deposit for booth space is as follows:

ABC reserves the right to reject any application for any reason and reserves the right to amend (i.e., increase or decrease) rates and booth space specifications at any time.

All monies paid are non-transferable and non-refundable.. 

All Exhibitors that participated at the 2019 ABC Kids Expo are eligible to receive a loyalty discount of $2.00 per square foot off your 2020 booth space.  This discount will be credited separately.  The discount will be void if monies are not paid on time.  All monies paid for New Product Showcase, Invention Connection, Modern Child Pavilion Fees, Maternity Square Pavilion Fees, The Plaza Pavilion Fees, Naturally Kids Pavilion Fees, Runway Fees and for advertising or sponsorships are non-transferable and non-refundable.  The cost of booth space is non-negotiable and Exhibitor acknowledges and agrees by signing these Terms and Conditions that it shall be responsible for the payment of any balance due.  Applications for exhibit space shall not be processed without being signed and dated.  Access to exhibit and display space shall be contingent upon the signing of these Terms and Conditions and their acceptance by ABC, along with payment of all applicable fees.

Booth Shares

ABC show management does allow exhibiting manufacturers to share booth space. No more than two manufacturers may occupy a registered booth space regardless of booth space size. The Primary exhibitor will be invoiced for the booth cost as well as the technology fee. The Shared exhibitor (secondary) will be invoiced for the share fee as well as the technology fee.

Distributors

Distributors are defined as a company in the business of selling products for which they are not the manufacturer. Distributors acting as exhibitors are entitled to display within their designated space brands for which they have signed and executed distributor agreements. Distributors may register supplemental listings only for brands that will be shown within the allocated booth space.

Supplemental Listings

Supplemental listings are additional listings that will appear online within the Virtual Show and Virtual Floor Plan.  Exhibiting manufacturers may register supplemental listings for individual brand names/product names. Brands/products must be owned by the exhibiting manufacturer.  

Rules and Regulations

The 2020 ABC Kids Expo shall be held at the Las Vegas Convention Center (the "Convention Center").  Exhibitor agrees to comply with the rules and regulations of the Las Vegas Convention and Visitors Authority including the use of its exclusive contractors. Exhibitor shall observe and abide by the terms and conditions and such other rules and regulations that ABC may adopt from time to time.  All booths must be completely setup during designated setup times prior to the show.  Booth setup may not be conducted once the show has commenced.  Exhibitor is expected to conduct business in the exhibit hall during the published show hours of operation. Special events, including but not limited to meetings, receptions, entertainment, etc. must be approved in writing by ABC at least 60 days prior to the start of the show. Exhibitor assumes responsibility for compliance with all pertinent ordinances, regulations and codes of duly authorized local, state and federal governing authorities (including local electrical codes).  Exhibitor further agrees to abide by and comply with rules and regulations concerning local unions or other authorized contractors.  Exhibitor agrees to comply with all Americans with Disabilities Act accessibility requirements.

Exhibitor and its representatives or affiliates may not cause harm to or defame other exhibiting manufacturers' exhibits, persons, products or reputation during the trade show, including causing harm or defaming the show itself and its Officers, Directors and team members.  Exhibitor and its representatives or affiliates may not serve or have served by any means, legal documents during the entire ABC event in any facility occupied by ABC.  Theft of exhibitor property, products, display materials or other items within the convention center by exhibitor, its employees, representatives or affiliates will not be tolerated. ABC, its employees, volunteers and contractors shall not be liable for missing or stolen property, products, equipment or display or printed materials.  Exhibitors and its representatives who do not abide by the above rules shall be escorted out of the exhibit halls and shall be ineligible to register for future shows with ABC.  Exhibitors escorted out of the exhibit halls due to violation of this provision shall be considered to have forfeited all monies paid to ABC in connection with the ABC Kids Expo.

Use, Signs and Advertising

Exhibitor and its representatives may not exhibit, solicit business or perform demonstrations outside of their own designated booth space, including but not limited to exhibit hall aisles, foyer or concourse areas, other exhibitors' booth locations, Convention Center restaurants, hotels, and public areas inside or on the grounds of the Convention Center.  Exhibitor shall ensure that all exhibits, displays and signage are professional in appearance and appropriate in content. No signs may be displayed on persons or otherwise outside the exhibit space.  Distribution by Exhibitor of any printed matter, samples, or other articles shall be restricted to the exhibit space.  Exhibitor further agrees that it shall not endorse, promote, participate in, or otherwise advertise any other trade show or venue within one hundred miles (100) of Las Vegas or the surrounding area during the ABC Kids Expo show dates, setup dates or teardown dates without the written approval of ABC. Violation of this policy shall result in immediate loss of booth space at the 2020 show and forfeiture of all monies paid for said booth space, as well as appropriate damages to ABC Kids Expo and other exhibitors.

ABC may remove any person during the show who ABC believes is disrupting or obstructing proper operation and management of the show.

Exhibit Requirements

By registering for exhibit space at the 2020 ABC Kids Expo, Exhibitor agrees to comply with the rules and regulations governing booth exhibit fixtures, materials and products contained within its assigned booth space as set forth in the International Association of Exhibitions and Events guidelines (IAEE) and by ABC show management. Exhibitor will follow all instructions of ABC personnel.  Violation of this policy shall result in immediate loss of booth space at the 2020 show and forfeiture of all monies paid for said booth space, as well as appropriate damages to ABC Kids Expo and other exhibitors.

Exhibitor's booth(s) may not block any aisles in the exhibit hall, unless approved in advance by both ABC and the Las Vegas Fire Marshal. There are only certain areas within the exhibit hall where the blocking of aisles shall be permitted. In addition, show policies concerning the "blocking of the line of vision" to neighboring booths shall be strictly enforced.  Exhibits must remain intact until the scheduled conclusion of the show, as such time as established by ABC.  The packing up of products or dismantling of booth fixtures and equipment prior to the close of the show will result in loss of booth space for the following year’s show.

Care of Building and Equipment

Exhibitor shall not place any refuse or any material which shall endanger public safety or cause inconvenience to other exhibitors on the floor during exhibit hours. Exhibitor and its agents shall not injure or deface the walls or floors of the Convention Center, the booths, or the equipment of the booths, other exhibitors’ products or property. When such damage occurs, Exhibitor is liable to the owner of the property so damaged. Exhibitor agrees to pay ABC for any damages resulting from any act or negligence in such sum as may be necessary to restore the premises to their original condition.

Decorum

Exhibitor and its agents shall dress in appropriate attire and shall conduct themselves in a courteous and professional manner at all times. Exhibitor must have its exhibit and display spaces ready to open 10 minutes prior to the published opening of the ABC Kids Expo each day and must coordinate staffing to ensure coverage through all published hours on a daily basis. No product, exhibit, or display shall be allowed that is dangerous, offensive to the public, creates a nuisance, or is inconsistent with, harmful, or detrimental to the purposes of the ABC Kids Expo.  ABC has the sole authority to determine whether a product, exhibit, or display shall be disallowed or removed from the exhibit hall.

Assignment/Subletting

Assignment, subletting, leasing or transfer of exhibitor space by Exhibitor is prohibited.  Exhibitor shall not exhibit or permit to be exhibited in the exhibit space allotted to it, any merchandise other than that specified in the application. ABC may assign or transfer all or part of its rights under these Terms and Conditions.

Exhibitor Badges

Exhibitor and its employees shall obtain badges from the ABC registration desk and wear the badges while in the show at all times.  Exhibitor Badges are only provided for the individuals employed by the company that are confirmed exhibitors for the 2020 ABC Kids Expo. Each exhibitor is allotted 4 badges per 10 x 10 registered booth space. Separate wristbands/badges shall be issued to setup/teardown employees being used for the express purpose of setting up and/or tearing down exhibits and these wristbands/badges shall only be valid during the designated setup and teardown hours of the show. BADGES WILL NOT BE MAILED. After September 1, 2020 you will need to register in person and provide necessary documentation at the show. Sales Representatives must register separately. 

Directory

ABC Kids Expo shall list exhibitors' company information and booth space assignments on its website.  ABC shall not be responsible for errors or omissions occurring in any printed materials or for unintentional failure to include an exhibiting company in these materials.

Music

Exhibitor is solely responsible for compliance with all copyright laws with respect to the performance of broadcast or live or recorded music during or in connection with the show.  All broadcast mediums must be within acceptable tolerance levels such that they do not disrupt the activities of neighboring exhibitors or as determined by ABC.  Any complaints by neighboring exhibitors may result in ABC's notification to Exhibitor that such broadcast mediums must be discontinued.

Removal of Merchandise

Exhibitor is responsible for the removal of its entire display, including without limitations, walls, floors and furniture during the designated dismantling hours as shall be determined by ABC. Exhibitor should make certain removal is completed by its employees or other authorized agents. ABC shall not be liable for unauthorized removal or theft of articles, merchandise, equipment, displays or other property.  As such, Exhibitor is advised to stay at their booth until their products, fixtures and displays are removed.  Merchandise left after the conclusion of the dismantling hours is subject to disposal.  ABC shall not be responsible for any damage or injury to disposed items. No merchandise may be removed during show hours, except as approved by show management.  Exhibitor is advised to stay at their booth until their products, fixtures and displays are removed.

Children

Children under the age of 16 shall not be allowed admittance into show exhibit areas, meeting rooms or foyer areas during the designated setup and teardown hours of the show. Please make sure that you have made proper arrangements for the care of your children during these designated times.

Photography

The taking of photographs or video in the exhibit hall or meeting rooms of the Convention Center is expressly prohibited without the prior written consent of ABC and exhibiting manufacturer, unless the photographs pertain to your own booth or display. A professional photographer is available for exhibitors' booth needs by appointment and on a first-come first-serve basis.  Confirmed Media are hereby automatically granted consent to take photographs or video by ABC.

Liability & Workers Comp Insurance

Exhibitor and its contractor(s) shall maintain Comprehensive General Liability Insurance and Personal Injury Coverage at their sole cost and expense for all of its activities at the show, and shall have All Baby & Child Corporation and any party designated by All Baby & Child Corporation named as additional insureds on all such policies.  General Liability Insurance Coverage must be at a minimum one million dollars ($1,000,000) per occurrence, two million dollars aggregate ($2,000,000). Please do not include automotive insurance unless you are planning to have an automobile as part of your booth exhibit. Exhibitor and its contractor(s) shall also maintain, at their sole cost and expense, Workers Compensation Insurance for employees participating in the show, as required by law. Evidence of insurance coverage in the form of a valid Certificate of Insurance specifying the limits of liability must be provided to the ABC Kids Expo office 90 days prior to the show.  Exhibitor will be prohibited from participation in the show if the Certificate of Insurance has not been obtained and presented to show management.

Limitations of Liability

Under no circumstances is ABC or the Exhibition Venue (the "Exhibition Providers") liable for lost profits or other indirect, incidental, consequential, or exemplary damages for any of their acts or omissions in connection with the ABC Kids Expo whether or not such Exhibition Provider has been apprised of the possibility of such damages or lost profits. In no event will ABC's liability hereunder, or otherwise in connection with the ABC Kids Expo, exceed the amount actually paid to it by Exhibitor for the Space. None of the Exhibition Providers or ABC are liable to Exhibitor for any damage, loss, harm, or injury to the person, property or business of  Exhibitor, or any of its visitors, officers, agents, employees, or other representatives, resulting from theft, fire, earthquake, water, unavailability of the venue or intermediate staging facilities, insufficient participation, accident or any other reason in connection with the ABC Kids Expo or any planning meetings, demonstrations, or staging’s, except to the extent such liability arises directly from the willful misconduct of the Exhibition Provider against whom liability is sought to be assessed.

Intellectual Property

Exhibitor promises not to infringe any intellectual property rights of other exhibitors, including but not limited to infringing any patent, trademark, or copyright; provided however, Exhibitor acknowledges and agrees that (i) ABC will not take sides in determining any issues of law or fact relating to the Exhibitor’s or any other exhibitor’s products; (ii) ABC has no obligation to protect the intellectual property rights of Exhibitor from any other exhibitor or third party; and (iii) Exhibitor at all times should undertake to protect its own intellectual property rights in the manner Exhibitor deems appropriate.

Liabilities and Indemnity

Exhibitor agrees to indemnify, defend, protect, and hold harmless ABC and any of its members, agents, directors, employees, contractors, and other representatives (each, an “ABC Party,” and collectively, the “ABC Parties”) from and against, and the same are hereby released from accountability or liability for, any and all claims, causes of action, demands, lawsuits, liabilities (including strict liability), obligations, damages (including indirect, reliance, incidental, consequential, punitive, and exemplary damages), fines, judgments, costs (including settlement costs), losses, harm, lost profits, financial loss of any type or description, attorneys’ fees, and expenses of whatever kind or nature (collectively, “Claims or Damages”) for injuries to the person (including death) or any property of Exhibitor or any of its officers, agents, employees, contractors or other representatives, or other exhibitors, which may be caused by, result from, or arise out of (directly or indirectly) theft, fire, water, accident, vandalism, acts of terrorism or any other cause, including any action or failure of Exhibitor or any of its officers, agents, employees, invitees, contractors, or other representatives, or other exhibitors.  Exhibitor further agrees to indemnify, defend, protect and hold harmless the ABC Parties from and against, and the same are hereby released from accountability or liability for, any and all Claims or Defenses asserted by any person which may be caused by, result from, or arise out of, directly or indirectly any of the following:  (a) Exhibitor's performance of, or failure to comply with, these Terms and Conditions or any other terms and conditions or agreements in connection with ABC Kids Expo; (b) the services performed or actions taken by Exhibitor in connection with ABC Kids Expo; (c) promotions contemplated or provided by Exhibitor in connection with ABC Kids Expo; (d) the distribution or display of any Exhibitor's samples, products, or material; (e) Exhibitor's unauthorized use, misuse, infringement or dilution of any third party's trademarks, intellectual property, or copyrights; (f) Exhibitor's failure to comply with any applicable federal, state or local law that may affect Exhibitor's obligations under these Terms and Conditions; (g) defects in the design, assembly, or manufacture of any product provided by Exhibitor; (h) the negligent acts or omissions, or intentional conduct, of Exhibitor or any other exhibitor; (i) termination of Exhibitor's rights to participate in the current or any future ABC Kids Expo for any reasons specified herein; (j) any time delays or Convention Center service inadequacies; (k) any use of, or inadequacy, deficiency, or defect in the facilities, exhibit space, structures, booths, security, fixtures or equipment provided by any ABC Party, Convention Center, or Exhibitor in connection with ABC Kids Expo. 

Exhibitor expressly waives and releases any Claims or Damages (including any Claims or Damages relating to loss of, damage to, or destruction of goods or Exhibitor’s property, or any injury that may occur to Exhibitor or its employees, or any damage of any character or nature whatsoever) it may have against the ABC Parties, except where the damage or loss is due to the gross negligence or willful misconduct of ABC. It is expressly understood and agreed, and Exhibitor agrees by accepting these Terms and Conditions, that Exhibitor shall make no claim of any kind against any ABC Party for any Claims or Damages (including any Claims or Damages relating to loss of, damage to, theft or destruction of goods of Exhibitor’s property, or any injury that may occur to Exhibitor or its employees, or any damage of any character or nature whatsoever) occurring in relation to or in connection with ABC Kids Expo, except where the damage or loss is due to the gross negligence or willful misconduct of ABC.

Hazardous Materials

ABC Kids Expo prohibits Exhibitor from bringing any exhibit(s), equipment, vehicle(s) or material(s) into the exhibit space if ABC determines that such is dangerous to persons, property or any part of the exhibit space or building.  ABC shall not be responsible for termination or interruption of any program or event arising from information possessed or threat received by ABC concerning an imminent danger to any part of the building or any of its occupants except as provided in the rules and regulations of the Convention Center.

Cancellation Policies

Exhibit space costs must be paid in full in accordance with the specified payment deadlines.  ABC may cancel this contract without refund to Exhibitor and may re-assign any exhibit space upon failure of Exhibitor to make payments as required hereby, to abide by the Terms and Conditions or other rules and regulations as provided, or to claim its assigned exhibit space prior to the opening of the show.  If the show or any part thereof is prevented from being held, is canceled by ABC, or the exhibit space applied for herein becomes unavailable because of war, fire, strike, government regulations, facility construction, public catastrophe, acts of God, acts of terrorism, the public enemy or any other cause, ABC shall determine and refund to exhibitors their proportionate share of the balance of the aggregate exhibit fee received, if any, which remains after deducting expenses incurred by ABC, but in no case shall the amount of refund to any one exhibitor exceed the amount of the exhibit fee paid.  Cancellation of this contract by Exhibitor shall not result in a refund, credit or transfer of exhibit space.

Privacy & Security

ABC is committed to protecting your privacy online. Your personal information is highly valued and we want you to know that we have done everything possible to ensure the safety, security and confidentiality of the information that you provide to us.  ABC does not sell or rent lists of any kind.

Non-personal information provided to ABC, such as your company's information regarding name, address, phone, FAX, e-mail and web site addresses, number and location of trade show booth space and names and number of trade show attendees from your company shall be treated as public knowledge and may be available on our web site and/or in materials provided to trade show attendees.

While the Convention Center and/or ABC may provide periodic security service, ABC does not accept responsibility for lost, damaged, or stolen articles.  Exhibitor agrees that ABC is not liable for anything the Convention Center's security service, if any, does or fails to do. This includes, but is not limited to, damage, theft or loss sustained by Exhibitor's exhibits.

Waiver

Exhibitor acknowledges that the Exhibition may be recorded and reproduced in any form (including but not limited to digital formats), and hereby authorizes ABC and its designees to record, transcribe, modify, reproduce, publicly perform, display, distribute, redistribute, and transmit in any form and for any reasonable purpose any such recording of the Exhibition and agrees to execute an additional release presented by ABC, its licensees in connection with such activity or to give effect to the provision. Exhibitor agrees that ABC may, and hereby irrevocably grants to ABC the right to, use and publish Exhibitor's name as part of any full or partial list or compilation of Exhibition participants. Exhibitor hereby releases ABC and its designees from and waives all claims it or its employees or agents may possess, now or in the future, in connection with all activities contemplated by this paragraph, and waives any statutory restriction on waivers of future claims or moral rights.

ABC and its directors and officers make no warranties or guarantees regarding the amount or level of attendees that may or may not visit the show and, specifically, your booth. ABC shall have sole control over admission policies at all times.

The use of all facilities and participation in all activities related to and in connection with the show shall be undertaken and performed by Exhibitor at its sole risk.  ABC and all persons, firms and entities related to ABC Kids Expo, including without limitation the members, owners, officers, directors, producers, contractors, promoters, sponsors and other duly authorized agents related to the show shall not be liable in any manner for any injuries, property damage (including without limitations lost or stolen property) or death to the exhibitor.

Controlling Law; Venue

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Texas.  In the event of any dispute, the venue of any action shall be in Bexar County, Texas, and parties submit to the jurisdiction of any such court.  If legal action is required to enforce these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. Any disputes arising out of or relating to this Agreement shall be subject to Arbitration in Bexar County, Texas, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, then in effect, except that there shall be a single Arbitrator, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.

Entire Agreement

This document embodies the entire agreement between the parties and may not be amended, modified, altered or changed in any respect whatsoever except by writing duly executed by the parties hereto.  Each party represents and warrants to the other that it has all corporate or entity approvals necessary to enter into this agreement.  Neither party may assign or transfer its rights or duties under this agreement without the prior written consent of the other party, which consent may be withheld at such other party’s sole discretion. The waiver by either party of a breach of any provision of this agreement by the other shall not operate or be construed as waiver of any subsequent breach by the party.

Severability

If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms and Conditions shall continue in full force and effect.

Construction

Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter; and the singular includes the plural, and conversely.

Authorized Signature

The person executing this agreement has read and agrees, on behalf of the individual or entity for which it is executed, to be bound by the terms and conditions of the contract, incorporated herein by reference, further warrants that he or she has authority to execute this agreement by electronic signature and full authority to act for the individual or entity entering into this agreement.

ABC shall continue to accept applications until the Show is completely sold out, at which time remaining exhibitor applicants may be placed on a wait list. ABC shall use its best reasonable efforts to distribute booth assignments approximately 60 days before the show.