Common use of CONDUCT OF PARTICIPATION Clause in Contracts

CONDUCT OF PARTICIPATION. Company shall conduct its Participation in a decorous manner in order not to be objectionable to Alliance, the event center at which the Event is taking place (the “Event Center”), other exhibitors, or the public. Company shall construct its exhibit in conformity with law, the Event Center’s rules, and any additional and specific rules, as set forth in this Contract and in Exhibit A. Alliance reserves the right to determine the suitability and appropriateness of all exhibits and the attire and conduct of all exhibit personnel and to regulate the same at its sole discretion. Alliance further reserves the right to restrict or prohibit exhibits which, because of noise, method of operation, content, safety, or any other reason, are objectionable to Alliance or otherwise detract from or are out of keeping with the character of the Event. Alliance may prohibit installation or request removal or discontinuance of any exhibit or promotion that, if continued, departs substantially from the design and description given advance approval. Alliance reserves the right to close, remove or require changes in Company’s exhibit and to remove any of Company's personnel, agents, representatives, independent contractors, invitees or guests if the exhibit or individuals are deemed by Alliance, in its sole discretion, to be detrimental to Alliance, the Event, other exhibitors, or the public. Company shall adequately staff its exhibit during all Event hours. Company agrees to cooperate with Alliance and other exhibitors, especially during periods of ingress and egress, in order to make mutual use of the facilities harmonious and agreeable. If applicable, Company must provide the necessary safety items to protect attendees, other exhibitors, and all others from equipment that is operable or from any other material, processes, or operations that might cause bodily harm. Company will not use any copyrighted music, dramatic materials, or any other property owned by a third party without first obtaining licenses for the use of the same. Company will not discriminate against any person in connection with admission to its booth, services rendered, or privileges offered, on the basis of race, creed, ancestry, sexual orientation, disability, color, sex, marital status, age, religion or national origin. If Company or its representatives fail to observe the terms and conditions of this Contract or, in the reasonable opinion of Alliance, conduct themselves unethically or detrimentally to Alliance, Company may be dismissed from the Event without refund or other appeal. CONDITION OF PREMISES: Any space provided to Company under this Contract, including but not limited to any exhibit space or conference rooms (“Space”), is licensed and provided on an “as is” basis. Alliance shall not be liable for preexisting conditions of the Space or for conditions arising during the period of the license or Company’s use. $1,000,000 limit Worker’s Compensation. The insurance is to cover the full period of occupancy of the Space and, except for the Worker’s Compensation policy, shall name Alliance as an additional insured. Company shall provide Alliance and the Event Center with a certificate of insurance evidencing such coverage upon request no later than thirty (30) days prior to the Event. LIMITATION OF LIABILITY AND TIMING OF CLAIMS: ALLIANCE OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, AFFILIATES, OR ASSIGNEES SHALL NOT BEAR ANY RESPONSIBILITY FOR THE SAFETY OF COMPANY, ITS PERSONNEL, EMPLOYEES, AGENTS OR REPRESENTATIVES OR PERSONAL PROPERTY. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DIMINUTION IN VALUE, DATA, OR DATA USE, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THEIR ACTS OR OMISSIONS OR ANY BREACH OF THIS AGREEMENT. ALLIANCE IS NOT LIABLE FOR ANY ERRORS IN ANY LISTINGS OR DESCRIPTIONS ASSOCIATED WITH THE EVENT, OR FOR OMITTING COMPANY FROM THE EVENT SHOW GUIDE OR OTHER EVENT MATERIALS. THE TOTAL LIABILITY OF ALLIANCE FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY COMPANY UNDER THIS CONTRACT. CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT MUST BE MADE IN WRITING WITHIN THIRTY (30) DAYS AFTER THE LAST DAY OF THE EVENT, AND FAILURE TO GIVE SUCH NOTICE SHALL CONSTITUTE A WAIVER OF ANY CLAIMS. INDEMNIFICATION: Company shall defend, indemnify and hold harmless Alliance, its parent, subsidiary, and affiliate companies, and each of their officers, directors, employees, agents, and representatives from any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) (collectively, “Losses”) arising out of or due to: (a) the construction or maintenance of Company’s exhibit; (b) the negligence or willful misconduct of Company, or its personnel, employees, agents or representatives; (c) Company’s materials distributed in connection with the Event, including but not limited to Alliance’s use of the materials; or (d) any act, omission, negligence, fault, violation of law or ordinance, or misconduct of Company, its employees, subcontractors, invitees, or agents, or any breach by Company of any commitment made in this Contract. Company agrees that a party that is being defended hereunder (the “Defended Party”) shall have the right to approve any counsel retained to defend any demand, suit or cause of action in which it is a defendant, such approval not to be unreasonably withheld. Company agrees that the Defended Party shall have the right to control and participate in the defense of any such demand, suit or cause of action concerning matters that relate to the Defended Party, and that such suit will not be settled without the Defended Party’s consent, which consent shall not be unreasonably withheld. If, in the Defended Party’s reasonable judgment, a conflict exists in the interests of the Defended Party and Company in such demand, suit or cause of action, the Defended Party may retain its own counsel whose reasonable fees shall be paid by Company.