International Maintenance Conference Auto Renewal Conference Partner Terms and Conditions
- Sponsorship. These terms and conditions govern the sponsorships (“Sponsorships”) or exhibits (“Exhibits”) described on the applicable order form (“Order Form”) provided by Reliabilityweb, Inc on behalf of itself and its affiliates (“Reliabilityweb”) to an individual who has authority to act for the sponsor (hereinafter referred to as (“you” or “Customer”). These terms and conditions and the Order Form are collectively referred to as this “Agreement”. This Agreement is effective upon execution of the Order Form by duly authorized representative of Customer. Execution by Customer may take the form of an electronic signature, which shall be considered binding as if it were signed by hand. Details and pricing of the Sponsorship will be as described on the order form and its attachments, if any.
- Automatic Renewal Conference Partner Term. Diamond, Zirconium, Platinum level Sponsorships shall automatically renew for three years (the “Renewal Term”) at the current price level. Confirmation of renewal and space selection must be received by January 30 of the year of the Event. Order Forms shall be issued based on Customer Confirmation by February 15 of the year of the Event. Order Forms are valid for 30 days. Failure to confirm renewal or execute the Order Form will result in termination of the Renewal Term and price guarantee.
Gold and Silver level Sponsorships and Kiosk Exhibitors may elect a three year Renewal Term in order to receive a 10% discount in the current year Exhibit Package and the prevailing cost of future Exhibit Packages.
- Cancellation of Conference/ Exhibitor Space. Customer may cancel their Exhibitor Space; however, there will be no refund of payments made for any reason. Cancellation will result in Customer removal from the Auto Renewal Conference Partner program.
- Payment. All booths must be fully paid to receive an assigned location. Unpaid invoices will result in the reassignment/resale of Sponsor or Exhibitor space without notice and removal from Auto Renewal Conference Partner program. Unless set forth in the applicable Order Form, fees shall be: (i) invoiced in full upon the effective date of the applicable Order Form, (ii) paid in US dollars, and (iii) 50% paid within thirty (30) days of the date of the invoice with balance due within ninety (90) days of the date of the invoice. Except as provided in this Agreement, all payments are nonrefundable and shall be made without right of set-off or chargeback. If Customer does not pay the invoices when due, Reliabilityweb may charge interest at one percent (1%) per month on the unpaid balance. If Customer fails to pay fees in accordance with this Section, Reliabilityweb may suspend fulfilling its obligations under this Agreement until such payment is received by Reliabilityweb. All fees payable by Customer are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and that are imposed on that party with respect to the payments under this Agreement. If any taxes are required to be withheld on any payment, Customer will pay such additional amounts as are necessary so that the net amount received by Reliabilityweb is equal to the amount then due and payable under this Agreement.
- Communicable Disease Waiver. Customer acknowledges the contagious nature of the Coronavirus/COVID-19 and other communicable diseases (hereafter “Virus[es]”) and that the CDC and many other public health authorities still recommend practicing social distancing. Customer acknowledges that Reliabilityweb has put in place preventative measures to reduce the spread of any Virus. Customer further acknowledges that Reliabilityweb can not guarantee that Customer's Staff and Guests will not become infected. Customer voluntarily accepts the risk of becoming exposed to and/or infected by a Virus that may result from participation in the conference. Customer hereby releases and agrees to hold Reliabilityweb harmless from, and waive any and all causes of action, claims, demands, damages, costs, expenses and compensation for damage or loss to persons and/or property that may be caused by any act, or failure to act, or that may otherwise arise in any way in connection participation in the conference. This liability waiver and release extends to Reliabilityweb together with all owners, partners, employees, and contractors.
- Conduct of Exhibits. The advertisement or display of goods or services other than those manufactured, distributed, or sold by the Customer in the regular course of business is prohibited. The advertisement, display, or promotion of an event that is, in the reasonable judgement of Reliabilityweb, competitive with an event produced by Reliabilityweb, is prohibited. Customer may not assign, sublet, or apportion all or any part of the contracted booth space, nor may Customer permit the display, promotion, sales, or marketing of non-Customer products or services. Interviews, demonstrations, and distribution of literature or samples must be made within the booth area assigned to the Customer. Canvassing or distributing or advertising outside the Customer’s own booth will not be permitted. Customer may not sell or permit merchandise to be sold from the exhibit. Customers may not serve or dispense food or beverages of any type from their booths or in the exhibit area without express written permission from Reliabilityweb. Helium balloons are not allowed in the exhibit area. No part of the display, including products, is permitted outside the exhibit space. Products and furnishings should be arranged with the safety of the exhibitors and attendees in mind and shall be compliant with applicable laws and regulations, including without limitation, local building codes and ordinances, venue regulations, and the Americans with Disabilities Act. The style and character of the exhibit is subject to the approval of Reliabilityweb. Reliabilityweb reserves the right to set a standard of booth design to ensure a uniform standard of appearance and enhance the overall look and feel of the Event. The right is reserved to refuse the applications of companies not meeting the standards required or expected, as is the right to curtail exhibits or parts of exhibits that are not in accord with the character of the event. This right applies to displays, literature, advertising novelties, souvenirs, conduct of persons, etc. Further, Customer agrees to use Reliabilityweb’s third-party conference service provider for any onsite material and service engagements.
- Setup and Dismantling. All exhibits must be set up and operational by the times set forth in communications from Relabilityweb and/or its designated third-party conference service provider without exception. Assembly of exhibits during regularly scheduled exhibit hours will not be permitted. All exhibit material must be packed and ready for removal from the exhibit area no later than the times set forth. No packing of equipment, literature or dismantling of the exhibits is permitted until closing time.
- Customer Hospitality, Entertainment, and Other. In order to ensure smooth operation of the conference and proper coordination with the venue, meetings or events of any kind sponsored by Customer (other than meetings or events for Customer employees only) may not be scheduled in conflict with conference program hours, social activity hours or exhibit hours. ANY Customer organized meeting or event, (including but not limited to workshops, seminars, luncheons, happy hours, pool parties, entertainments, and group dinners) involving conference attendees that are not employees of Customer that occurs during the period beginning the first day of ANY conference scheduled activities and ending at the conclusion of the last day of ANY conference scheduled activities, must be organized with the approval of and in conjunction with Reliabilityweb. This includes activities held at the venue site or off site. Reliabilityweb invests heavily to acquire the audience available to sponsors at the event and therefore also reserves the right to charge a fee for any activity that involves said attendees. Podcasts and/or interviews of a commercial nature involving conference attendees may not be conducted without the express written consent of Reliabilityweb.
- Exhibit Staff Registration. Conference registration of the designated number of representatives per paid booth that are included with the sponsorship as described in the Sales Order for that sponsorship must be registered by the date which is thirty (30) days prior to the first day of the event. Additional Customer personnel may purchase conference passes at standard pricing. Pre- and post- conference workshops may require additional fees. Sponsor passes are not transferrable, must be used ONLY by the person the pass is registered too, may only be issued to legitimate employees of the sponsor or a distributor of the sponsor approved by Reliabilityweb. No person who is not registered as a sponsor may act as a sponsor or exhibitor in any fashion whatsoever. A sponsor may not purchase a “Guest” pass for an attendee unless that person is legitimately a “Guest” as defined by the terms of the “Guest” pass. The “Guest” pass is NOT to be used for individuals who could reasonably be defined as “commercial” or “business” guests. VIP passes may only be used by the person to whom the VIP pass was issued. Individuals violating the above rules may be barred from the venue. All Staff and Guests will be required to wear face coverings while in public areas.
- Special Visual and Sound Effects; Customer Videos. Audiovisual and other sound and attention-getting devices and effects will be permitted only in those locations and at such intensity as in the sole opinion of Reliabilityweb do not interfere with the activities of neighboring exhibitors. Operation of equipment being demonstrated may not create noise levels objectionable to neighboring exhibitors. If the Order Form states that Reliabilityweb will play a video of Customer at any time during an event, Reliabilityweb reserves the right to not play such video if Reliabilityweb determines in its sole discretion that such video is not appropriate for the event because of content, presentation or any other reason.
- Unacceptable Exhibits. Customer agrees not to use any displays that Reliabilityweb determines, in its sole discretion, will unreasonably endanger the person or property of the attendees or of the other exhibitors, are in bad taste, are liable to discredit Reliabilityweb or subject Reliabilityweb to criticism or legal liability, are inconsistent with the stated purposes of Reliabilityweb and the interest and welfare of its attendees, are detrimental to the property rights of Reliabilityweb, or violate the booth regulations or any other provision of this Agreement. Customer will not use or display any material copyrighted or trademarked by a third party without having first obtained written permission to do so and will provide said permission to Reliabilityweb on request. In the event Reliabilityweb determines at any time that any exhibit may or does violate this Agreement and the Customer is unable or unwilling to cure or correct such violation, Reliabilityweb may terminate this Agreement immediately and forbid erection of the exhibit or may remove or cause the exhibit to be removed at the Customer’s expense, and the Customer hereby waives any claim for refund of the exhibit booth or other damages arising out of such termination and/or exhibit removal. Any exhibitor who is uncertain as to whether an exhibit is in compliance with all applicable regulations and requirements should contact Reliabilityweb immediately.
- Logos. Customer hereby grants to Reliabilityweb a nontransferable, nonexclusive license to use the logos, trademarks, service marks, trade dress and other protectable source or business identifiers owned by Customer and provided by Customer to Reliabilityweb for use in connection with this Agreement (“Logos”).
- Shipping Instructions. Information on shipping methods and rates will be sent to Customer. Customer will ship at its own risk and expense, all articles to be exhibited. Drayage and shipping expenses are not included in the booth cost. Customers are responsible for all shipping and drayage cost.
- Failure to Occupy Space. Any space not occupied by the dates and times required by the Manual shall be forfeited by the Customer, and space may be resold, reassigned, or used by Reliabilityweb, without refund, unless a request in writing for delayed occupancy has received prior written approval by Reliabilityweb.
- Government Regulations. Customer shall, at its own expense, comply with any and all government regulations including but not limited to fire codes and building codes. Customer shall not use any flammable decorations or coverings, and all fabrics or other materials used shall be flameproof.
- Exhibit Space Floor Plan. Every effort will be made to maintain the general configuration of the floor plan for an event. However, Reliabilityweb reserves the right to modify the plan, if necessary, as determined solely by Reliabilityweb.
- Warranties and Disclaimer. Each party hereby represents and warrants to the other party that it has the full power necessary to enter into this Agreement; that all corporate actions and approvals have been taken that are necessary to make this Agreement a binding and enforceable obligation of such party; and that such party’s execution, delivery and performance of this Agreement are not in conflict with, and will not cause an event of default under, any agreement or instrument to which such party is bound. RELIABILITYWEB DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. RELIABILITYWEB IS NOT LIABLE UNDER ANY CIRCUMSTANCE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR OPPORTUNITIES. THE AGGREGATE LIABILITY OF RELIABILITYWEB UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO RELIABILITYWEB UNDER THIS AGREEMENT FOR THE APPLICABLE SPONSORSHIP. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- Indemnification. The Customer shall defend, indemnify and hold Reliabilityweb and its officers, directors, employees and agents harmless from and against any actions, losses, costs, damages, claims, and expenses (including attorney's fees) arising from this Agreement, including without limitation any damage to property or bodily injury to Customer, its agents, representatives and employees by reason of the Customer's occupancy or use of the exhibition facilities as well as any allegation that any Logo, as used by Reliabilityweb in accordance with this Agreement, infringes or violates the intellectual property rights of a third party.
- Insuring Exhibits; Required Insurance. Customer is encouraged to insure its exhibits, merchandise, and display materials against theft, fire, etc. at its own expense. It is suggested by Reliabilityweb that the Customer contact the Customer’s insurance broker and obtain all risk insurance covering exhibit property while absent from home premises for exhibit purposes, or a rider to the Customer’s existing policy covering same. Neither the exhibit facility nor Reliabilityweb will be responsible for loss or damage to any property in storage, in transit to or from the exhibit building, or while in the exhibit building for any loss of income as a result of any reduced sales due to such loss or damage. All property of the Customer will be deemed to remain under the Customer’s custody and control in storage, in transit to or from, or within the confines of the exhibit hall, even though it may at times be under the temporary control or direction of Reliabilityweb. Customer shall maintain the following coverages during the dates of the event and for two (2) years thereafter: (a) Errors and Omissions insurance of not less than US$1,000,000 in a policy year; and (c) excess umbrella liability insurance, in addition to the coverage above, of not less than US$1,000,000 in a policy year. Upon request, Customer shall provide to Reliabilityweb certificates of all insurance, and Customer shall provide thirty (30) days advance notice to Reliabilityweb of impending cancellation, non-renewal, or material change of such insurance.
- Impossibility. The performance of this Agreement is subject to termination without liability upon the occurrence of any circumstance beyond the control of either party – such as acts of God, wars, acts of terrorism, government regulations, disaster, strikes, civil disorder, or curtailment of transportation facilities – to the extent that such circumstance makes it illegal or impossible for the Reliabilityweb to conduct the Event. The ability to terminate this Agreement without liability pursuant to this paragraph is conditioned upon delivery of written notice to the other party setting forth the basis for such termination as soon as reasonably practical – but in no event longer than ten (10) days – after learning of such basis. Termination of the Agreement in accordance with this Impossibility section will be without liability. For purposes of this Agreement, “without liability” means that no money damages will be due by the terminating party to the other party as a result of the termination. Reliabilityweb will work with Customer to reschedule the event but is under no obligation to refund any payment made under this Agreement.
- Miscellaneous. Customer expressly agrees to be bound by all the terms, conditions, and specifications herein listed, the Manual and the rules and regulations established by Reliabilityweb from time to time thereafter modified, and expressly agree that this Agreement, the Manual and such rules and regulations contain the entire agreement between the parties hereto and supersede any prior agreement, written or oral. No modification of this Agreement is binding unless it is in writing and signed by Reliabilityweb and Customer. Purchase order forms will be for the sole purpose of defining quantities, prices and describing the sponsorship benefits to be provided under this Agreement and to this extent only are incorporated as a part of this Agreement and all other terms in purchase order forms are rejected. The laws of the State of Florida will govern this Agreement. In the event of a dispute arising out of or related to this Agreement, each party will give the other prompt notice of the dispute, and both will meet promptly for good faith discussions to try to resolve the matter. If that fails, such dispute will be resolved by final and binding arbitration before a sole arbitrator, who is an attorney, and will be administered by the American Arbitration Association under its then-current Commercial Arbitration Rules. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in a court of competent jurisdiction located in Lee County, Florida. The arbitration will be held in Lee County, Florida. The arbitrator must enforce the terms of this Agreement and will have no authority to award any damages in conflict with or in excess of the limitations and exclusions set forth in this Agreement. Notwithstanding any other provision in this Agreement, Reliabilityweb has the right to terminate this Agreement at any time upon notice to Customer if Reliabilityweb determines that Customer has violated the terms of: (a) this Agreement in which case no refund will be given; and (b) any other exhibitor or sponsorship agreement between the Customer and Reliabilityweb, whether past or current, in which case Reliabilityweb will refund all payments made hereunder by the Customer minus a US$500 administrative fee. Customer will not issue any press release (or make any other public announcement) related to this Agreement or the transactions contemplated hereby without the prior written approval of Reliabilityweb. Any provision in this Agreement may be waived, but only in writing signed by the party or parties against whom such waiver is sought to be enforced. In the event that any term or provision of this Agreement will be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other term or provision hereof, and the parties agree thereafter to use their best efforts to substitute a provision of similar economic intent and effect. Customer will comply with all applicable laws in its performance under this Agreement, including without limitation any laws relating to the receipt and handling of conference attendee information. This Agreement may not be assigned by Customer without the prior written consent of Reliabilityweb, and all attempted assignments in violation of this provision are void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Reliabilityweb and Customer are independent contractors, and nothing contained herein or done pursuant hereto will be construed to create any relationship of principal and agent, joint ventures, partners, or employer and employee between Reliabilityweb and Customer. Any notice under this Agreement given by a party to the other party will be in writing and will be sent to the intended recipient by registered letter or receipted commercial courier at the address set forth above. Sections 5 and 17-22 shall survive expiration or termination of this Agreement.
Adopted June 2021