This Exhibitor Application & Agreement (the “Agreement”) is entered into by and between Million Sides, Inc. d/b/a North American Electronic Sound Expo (“NAESE”) (“Organizer,” “Show Management,” “we,” “us”) and the undersigned exhibitor (“Exhibitor,” “you”).
Event: North American Electronic Sound Expo (NAESE)
Venue: Huntington Convention Center of Cleveland, Cleveland, Ohio (the “Venue”)
Move-in: Thursday, April 8th, 4:00-6:00 PM or Friday, April 9th, 9:00 AM-12:00 PM
Move-out: Sunday, April 11th, 3:00-6:00 PM
Exhibit Space: As set forth in the Exhibitor Order Form / Invoice (the “Order Form”), incorporated by reference.
This Agreement becomes binding when accepted by Organizer (including by countersignature, invoice acceptance, or written confirmation).
1) Order Form; Incorporation; Priority of Documents
1.1 Order Form governs commercial terms. Booth size, location (if assigned), fees, payment schedule, included services, and add-ons are set forth in the Order Form.
1.2 Exhibitor Manual / Rules. Organizer will publish an Exhibitor Manual (move-in/out times, shipping, badge rules, safety, etc.). The Order Form, this Agreement, and the Exhibitor Manual are collectively the “Exhibitor Documents.” Exhibitor agrees to comply with them.
1.3 Conflicts. If documents conflict: (a) Order Form, then (b) this Agreement, then (c) Exhibitor Manual, unless Organizer states otherwise in writing.
2) Grant of License; Use of Space
2.1 License, not lease. Organizer grants Exhibitor a revocable license to occupy the assigned exhibit space (“Booth”) during show hours and authorized move-in/out times, subject to compliance with Exhibitor Documents.
2.2 Permitted purpose. Booth use is limited to displaying and demonstrating products/services that Exhibitor manufactures, represents, or lawfully distributes, and related business development.
2.3 No property interest. Exhibitor acquires no tenancy or other real property interest.
3) Fees; Taxes; Payment; Collections
3.1 Fees due. Exhibitor will pay all fees in the amounts and by the deadlines in the Order Form.
3.2 Late payments. Past-due amounts may incur the lesser of (a) 1.5% per month or (b) the maximum allowed by law, plus reasonable collection costs.
3.3 Disputed charges. Any good-faith dispute regarding amounts billed by Organizer must be submitted in writing within [15] days of invoice date, or the invoice is deemed accepted.
3.4 Taxes. Exhibitor is responsible for all taxes (sales/use, excise, etc.) arising from its activities, including any retail sales.
4) Cancellation by Exhibitor; “Liquidated Damages”
4.1 Written notice required. Exhibitor cancellations must be in writing.
4.2 Liquidated damages. Because Organizer’s losses from cancellation are difficult to estimate (lost sales time, floorplan disruption, fixed costs), Exhibitor agrees that the following amounts are reasonable liquidated damages, not a penalty:
- If canceled on or before 120 days before show open: Organizer retains 25% of Booth fees paid/owed.
- If canceled between 119 and 91 days before show open: Organizer retains 75%.
- If canceled within 90 days of show open or no-show: Organizer retains 100%.
Any deposit becomes non-refundable as of [date] unless Organizer agrees otherwise in writing.
4.3 Credits/transfer (optional policy). Organizer may (but is not obligated to) offer partial credit toward a future NAESE event if the Booth is resold. Any credit policy must be in writing.
5) Cancellation/Modification by Organizer; Force Majeure
5.1 Organizer discretion to modify. Organizer may change show hours, floorplan, entry/exit points, programming, or other operational details to maintain safety and event quality.
5.2 Force majeure. Organizer is not liable for delay, interruption, relocation, shortening, or cancellation caused by circumstances beyond Organizer’s reasonable control, including (non-exhaustively): fire; flood; severe weather; earthquake; epidemic/pandemic or public health emergency; quarantine; labor dispute/strike; civil unrest; war/terrorism/threats; governmental orders or travel advisories; loss of Venue; curtailment of transportation; or loss of utilities/internet/communications.
5.3 If event is relocated or rescheduled. If Organizer reschedules or relocates the event, Organizer may apply Exhibitor’s paid Booth fees to the rescheduled event and assign comparable space (as determined by Organizer). If Organizer cancels the event in its entirety (and does not reschedule), Organizer’s maximum obligation is refund of Booth fees actually paid, less any non-recoverable third-party costs explicitly identified in the Order Form (if any). Refund (if any) is Exhibitor’s sole remedy.
6) Assignment, Subletting, and Space Sharing
6.1 No assignment/subletting without consent. Exhibitor may not assign this Agreement, sublet, or share Booth space with another entity without Organizer’s prior written consent.
6.2 Shared booths. If permitted, Organizer may require separate agreements and may charge an administrative “space sharing” fee.
7) Booth Construction; Safety; Conduct; “Nuisance” Rule
7.1 Compliance with Venue rules. Exhibitor must comply with all Venue, fire marshal, and safety requirements, plus Organizer’s booth guidelines.
7.2 No obstruction. Exhibits may not block aisles, exits, sprinklers, extinguishers, or neighboring visibility, and must remain within Booth boundaries.
7.3 Professional conduct. Exhibitor and its staff must conduct themselves in a professional, businesslike manner. Organizer may revoke badges and/or close an exhibit for disruptive conduct.
7.4 Noise / nuisance. Organizer may restrict or prohibit exhibits that, in Organizer’s judgment, are objectionable due to noise, odor, crowding, hazardous operation, or interference with other exhibitors or attendees. Organizer’s decisions on nuisance issues are final.
7.5 Prohibited items/activities (baseline). Unless Organizer approves in writing:
- No open flames, pyrotechnics, fog/haze, or hazardous materials.
- No glitter/confetti/loose debris; no helium balloons (common venue rule).
- No solicitation, marketing schemes, or roaming entertainment outside Booth.
- No amplified sound exceeding limits stated in the Exhibitor Manual.
8) Move-In/Move-Out; Staffing; Early Teardown
8.1 Set-up deadline. Booths must be fully set up by the deadline in the Exhibitor Manual. Organizer may reassign space if Exhibitor fails to occupy/set up on time.
8.2 Staffing. Booth must be staffed during all published exhibit hours.
8.3 Early teardown prohibited. Exhibitor may not begin teardown before official close without Organizer permission. Violations may result in penalties and/or ineligibility for future events.
8.4 Shipping/handling. Exhibitor is responsible for labeling, shipping, drayage, storage, and return shipment of its materials.
9) Retail Sales; Order Taking; Food & Beverage
9.1 Retail sales and order taking permitted. Retail sales and order taking are permitted in the Exhibit Hall during published exhibit hours, subject to (a) the Exhibitor Manual, (b) Venue rules, and (c) applicable federal, state, and local laws and regulations. Exhibitor is solely responsible for collecting and remitting all required sales and use taxes (and any other applicable taxes or fees), processing payments, providing receipts as required, and complying with all consumer protection, warranty/return, and product-safety obligations applicable to its sales.
Organizer may establish and enforce reasonable rules in the Exhibitor Manual regarding retail operations, including without limitation: hours of retail sales; point-of-sale placement and queue management; bagging/security and anti-theft measures; restrictions on in-aisle transactions; limits on amplified audio or demonstrations that interfere with transactions or neighboring exhibits; and requirements related to packaging, labeling, and delivery or will-call pickup. Organizer may also prohibit retail sales of items that are unlawful, unsafe, or inconsistent with Venue policies, or that in Organizer’s reasonable judgment materially disrupt traffic flow, safety, or the attendee experience.
In accordance with Ohio law, Exhibitor may not conduct raffles, lotteries, or games of chance involving consideration unless expressly approved in writing by Organizer and permitted by law. This is to protect both Exhibitor and Organizer.
9.2 Food/alcohol. Distribution or service of food or beverages (including alcohol) is prohibited unless approved in writing by Organizer and permitted by the Venue and its exclusive caterer rules.
10) Contractors; Labor; Damage to Facility
10.1 Official contractors. Venue may require and/or Organizer may designate official service contractors (decorator, drayage, electrical, internet, rigging, etc.). Exhibitor must use official contractors where required by Venue rules or union jurisdiction.
10.2 Exhibitor Appointed Contractors (“EAC”). EACs require Organizer approval and must provide insurance certificates meeting Organizer’s requirements.
10.3 Damage. Exhibitor is responsible for any damage caused by Exhibitor or its agents/contractors to the Venue or property.
11) Insurance Requirements
11. Insurance (Venue-Driven Requirements). Exhibitor shall maintain the insurance coverage required by the Venue and/or Organizer for participation in the Event. The minimum required limits, additional insured requirements, and any required endorsements will be specified in the Exhibitor Manual and/or in a written “Insurance Requirements” addendum issued by Organizer after the Venue’s requirements are confirmed. Exhibitor shall provide a Certificate of Insurance and any required endorsements by the deadline stated in the Exhibitor Manual. Failure to provide compliant proof of insurance may result in denial of move-in and/or exhibit operations, without refund, unless Organizer elects to provide an alternative compliance method (if available) as set forth in the Exhibitor Manual.
12) Assumption of Risk; Release; Limitation of Liability
12.1 Assumption of risk. Exhibitor assumes all risks associated with participation, including risks during move-in/out (when hazards are elevated).
12.2 Release. To the fullest extent permitted by law, Exhibitor releases Organizer, the Venue, and their related entities from claims arising from Exhibitor’s participation, except to the extent caused by a party’s gross negligence or willful misconduct (if such carve-out is required by applicable law).
12.3 No consequential damages. Organizer is not liable for lost profits, loss of business opportunity, or indirect/special/consequential damages.
12.4 Cap on liability. Organizer’s total liability for claims related to this Agreement will not exceed the Booth fees actually paid by Exhibitor to Organizer (unless prohibited by law).
13) Indemnification
13.1 General indemnity. Exhibitor will defend, indemnify, and hold harmless Organizer, the Venue, facility management, and their respective officers, directors, employees, agents, contractors, and affiliates from and against claims, damages, fines, liabilities, and expenses (including reasonable attorneys’ fees) arising from:
- Exhibitor’s use/occupancy of the Booth;
- Exhibitor’s products, demonstrations, signage, marketing, or operations;
- Acts/omissions of Exhibitor and its personnel/contractors;
- Damage to property or injury to persons caused by Exhibitor.
13.2 IP/media indemnity. Exhibitor represents it has rights to all content it provides or displays (logos, photos, music, video, ad copy, demos). Exhibitor will indemnify Organizer for claims of libel, privacy violation, plagiarism, or copyright/trademark infringement arising from Exhibitor-provided materials.
13.3 ADA compliance. Exhibitor is responsible for ADA compliance within its Booth and will indemnify Organizer for claims arising from Exhibitor’s failure to comply.
14) Intellectual Property; Marks; Media
14.1 Exhibitor marks. Exhibitor grants Organizer a limited, non-exclusive license to use Exhibitor’s name, trademarks, and logos to list Exhibitor as a participant and to promote the event (website, program, signage, press). Exhibitor warrants it has authority to grant this license.
14.2 Organizer recordings. Organizer and its designees may photograph, film, or record the event (including Booth images) and use such recordings for promotional and archival purposes, except where prohibited by law. Exhibitor is responsible for obtaining consents from its staff/models/contractors for such recordings.
14.3 No implication of endorsement. Neither party may imply the other endorses its products/services without prior written consent.
15) Data, Lead Retrieval, and Privacy
15.1 Permitted use. Exhibitor may use attendee contact information obtained through legitimate booth interactions or approved lead retrieval solely for business follow-up, in compliance with applicable privacy laws (including, where applicable, GDPR/CCPA). Exhibitor may not sell, publish, or broadly distribute attendee data without appropriate consent.
15.2 Lead retrieval systems. Organizer may require the official lead retrieval provider and may restrict third-party scanning systems unless approved.
16) Prohibited Persons; Minors; Animals
16.1 Badges required. All booth personnel must be registered and badged.
16.2 Minors. Children may be restricted from exhibit areas during move-in/out and/or show hours per Venue/Organizer rules.
16.3 Animals. No animals except service animals, unless Organizer approves in writing.
17) Compliance with Laws; Export Controls; Safety
Exhibitor will comply with all applicable federal, state, and local laws and regulations, including safety requirements, accessibility, and any applicable export controls or sanctions laws relevant to Exhibitor’s products.
18) Organizer Remedies; Removal; Reassignment
18.1 Removal/closure. If Exhibitor violates this Agreement or applicable law, Organizer may remove or close the exhibit without refund, revoke badges, and/or eject Exhibitor.
18.2 Reassignment. Organizer may reassign Booth location as needed for operational reasons, including aisle flow, safety, or floorplan changes.
19) Notices
Notices must be in writing and delivered to the addresses in the Order Form (email permitted if specified). Organizer may designate an official email for contract notices.
20) Governing Law; Venue; Attorneys’ Fees
Governing law: State of Ohio
Exclusive venue: Cuyahoga County, Ohio state courts and the applicable federal court, unless prohibited by law.
Attorneys’ Fees (Collections). In any action, arbitration, or proceeding brought by Organizer to collect past-due amounts under this Agreement or the Order Form, or to enforce payment obligations arising from Exhibitor’s nonpayment (including chargebacks), Organizer shall be entitled to recover from Exhibitor its reasonable attorneys’ fees and costs, plus court costs, interest, and collection expenses.
Other Claims. Except as provided in the Collections clause above, each party shall bear its own attorneys’ fees.
21) Entire Agreement; Amendments; Severability; Counterparts
21.1 Entire agreement. Exhibitor Documents are the entire agreement and supersede prior discussions.
21.2 Amendments. Amendments must be in writing and signed by authorized representatives, except Organizer may issue reasonable operational rule updates in the Exhibitor Manual for safety/operations (not fee increases) with notice.
21.3 Severability. If any provision is unenforceable, the remainder remains in effect.
21.4 Counterparts/e-sign. Signatures may be electronic and in counterparts.
22) Signature Block (Exhibitor)
EXHIBITOR (Legal Name): ______________________________
DBA (if any): ________________________________________
Authorized Signatory Name/Title: ________________________
Email: _______________________________________________
Phone: _______________________________________________
Address: _____________________________________________
By signing, Exhibitor acknowledges it has read and agrees to the Exhibitor Documents.
Signature: ___________________________ Date: _____________