ExhibitorTerms & Conditions
Last updated: November 7, 2024
These Terms and Conditions ("Terms") shall govern your participation as an exhibitor in the Psychedelic Science 2025 conference (the "PS2025" or the "Event") presented by Multidisciplinary Association for Psychedelic Studies, scheduled to be held June 16 - 20, 2025, at the Colorado Convention Center in Denver, CO (the "Venue" or "Premises"), including all related activities and engagements.
"You" or "Exhibitor" refers to the individual, company, or other legal entity who agrees to these Terms. Such agreement is considered to be within the authority of that entity.
Please review these Terms carefully to understand your role and any other important guidelines. These Terms also cover aspects such as payment, cancellations, and liability. If you have questions or concerns, do not hesitate to contact us at exhibitors@psychedelicscience.org.
As consideration for being permitted to participate in PS2025 as an exhibitor, you hereby accept these Terms. When accepted by you, these Terms form a legally binding agreement (the "Agreement") between you and Superfly Marketing Group, LLC (the "Organizer"), on behalf of Psychedelic Science Events LLC ("PSE") and for the benefit of Multidisciplinary Association of Psychedelic Studies, a 501(c)(3) organization ("MAPS").
Organizer does not makeany guarantee of audience size at the Event. Exhibitor acknowledges and agrees that Organizer may change the dates and/or venue of the Event or reschedule the Event without the consent of Exhibitor, and that this Agreement shall remain in full force and effect as to such changed dates and/or venue.
1. Term
The term of the Agreement shall commence on your acceptance of these Terms and shall remain in effect until all obligations are fulfilled and rights have expired, unless sooner terminated in accordance with these Terms (the "Term").
2. Payment
Organizer reserves the right to set fees and payment plan options for exhibitor packages for the conference on the official PS2025 exhibitor registration platform. Exhibitor is responsible for selecting the package that best meets their needs for participation in PS2025. As consideration for being permitted to participate in PS2025 as an exhibitor, you agree to pay the Organizer the specified fees. These fees will be based on the price list available on the official PS2025 registration platform and will depend on your selected package, any add-ons, and other relevant conditions, including applicable discount codes. Exhibitors may choose one of the following payment options:
- Full Payment Upfront: The total fee for the selected exhibitor package must be paid in full at the time of registration.
- Installment Payment Plan: If you select and installment payment plan, you authorize our payment processor to store your credit card information and automatically charge payments owed for your participation in PS2025 in accordance with the payment schedule you have selected. Your authorization granted hereunder will remain in effect until all payments due under the selected payment plan are fully processed, unless Organizer otherwise terminates this Agreement.
Exhibitor shall ensure that all credit card information provided during registration remains accurate, valid, and up to date at the time any installment of fees owed to the Organizer hereunder is due. Exhibitor agrees to promptly update any changes to the credit card details, including but not limited to, expiration dates, card numbers, or any other relevant information, and shall bear full responsibility for any failure to make timely payments due to expired, cancelled, or invalid credit card information. Any failure to remind any portion of the total fees payable for your participation in PS2025 due to no fault of Organizer may result in termination of this Agreement, in which case any amounts paid by Exhibitor will be forfeited. All fees paid to Organizer in connection with Exhibitor's participation in PS2025 are non-refundable, except as otherwise explicitly set forth herein. Participation packages and benefits are exclusively limited to what is purchased on the PS2025 official registration platform, as confirmed by a registration receipt. Any verbal or written commitments from PS2025 representatives regarding availability are not binding.
3. Use of the Premises
3.1 Exhibitor must adhere to all policies by the Organizer or its authorized designees as outlined in this Section 3 and as otherwise communicated to Exhibitor by Organizer or its authorized designees, which communication can be written or verbal in nature.
3.1.1 Building Policies – Nothing can be taped, nailed, stapled or fastened to any ceilings, walls, doors, columns or other fixed structures on the Premises. Helium balloons and neon or gas-based signs are not permitted inside the building without prior written approval of the Organizer. Animals and pets are not permitted on the Premises unless approved by the Organizer in writing. Portable walls are only able to be moved by personnel designated by the Organizer or the Venue. Exhibitor may not move any freight, pallets or equipment without the explicit written consent of Organizer in each instance. Any approved movement of freight, pallets, or equipment requiring material handling must have floor protection provided and installed by the general contractor by the Venue. Any tampering with utilities may result in a fee. Unless prior approval is granted by Organizer, no one under the age of 18 is permitted on the Premises during load-in or load-out. Exhibitor shall not use restrooms, concession stand and pantries as clean-up areas (i.e., paint brush washing in sinks, cleaning of assets, etc.). Smoking is prohibited on the Premises.
3.1.2 The Premises can be occupied from 7:00am to 10:00pm each day of the Event. Any usage beyond these times must be approved by the Organizer or its authorized designees.
3.1.3 Food and Beverage – Sampling of food and/or beverage is permitted only with prior written approval from an authorized representative of Organizer. Such approved sampling or distribution of food and beverage shall be limited to products manufactured, processed or distributed by the Exhibitor and must be sample-sized. Additional fees will be assessed for any such food and beverage distribution.
3.1.4 Deliveries – Freight shipments shall be consigned to the General Contractor of the Venue. Mail and small packages shipped to the Venue must be addressed to PS2025. Organizer will provide shipping details when available upon request. Organizer, PSE, MAPS, and the Venue shall not be responsible for any materials, packages, or shipments sent the Venue and shall have no liability for loss, theft, damage, or delay of any items shipped by Exhibitor to the Venue. It is the responsibility of the Exhibitor to ensure that any shipments are properly manged and tracked.
3.1.5 Parking – Exhibitor is not guaranteed parking on site and should plan accordingly to park in local parking garages.
3.1.6 Exhibit Floor Plan – Exhibitor may be required to select its booth location by a deadline to be provided by Organizer. If Exhibitor fails to timely select its booth location, Exhibitor may be automatically assigned a location by Organizer. Notwithstanding the foregoing, Organizer shall have the right, in its sole discretion, to change Exhibitor's space assignment at any time if it is deemed to be in the best interest of the Event.
3.1.7 Labor – All unloading, loading, set up, break down, installation, equipment operation and movement of signage, walls, furntiure, decor, power must be done by Organizer's General Services Contractor. Exhibitor is required to advance any set up and break down needs with Organizer's Exhibitor Team by the later of four (4) months prior to the Event or fifteen (15) days after Exhibitor's acceptance of the Terms, unless otherwise permitted by Organizer. Any such requested needs are not guaranteed and may be granted or withheld at the Organizer's sole discretion. At such time after the close of the Event as Organizer may specify, all exhibits shall be removed and cleared from the Premises and vacant possession of the Exhibitor's exhibit space shall be delivered to Organizer in as good and clean order and condition as it was when delivered to Exhibitor. Exhibitor will pay the cost of repairing any damage caused the Premises by Exhibitor or its personnel. Any property remaining after the last day designated by the Organizer for it to be removed may be held or otherwise disposed of by Organizer at the Exhibitor's expense. No property may be removed from the Event before the Event ends, without approval from the Organizer or its authorized designees.
3.1.8 Trash – Exhibitor is responsible for keeping booths clean, tidy and aesthetically pleasing for the duration of the Event.Exhibitor is responsible for disposing of boxes and other elements in the appropriate waste receptacles on site (more information from Organizer will be forthcoming). Any type of signage that is not recyclable or reusable, including foam core, cannot beutilized. Single-use plastic bags for purchases are not permitted.
3.1.9 Safety & Egress – Exhibitor shall keep aisles clear, clean and free of obstructions at all times. Exterior, loading dock andfire doors may not be propped open for any reason. All exits must be kept clear of obstructions at all times. Firefighting andemergency equipment must not be blocked or obstructed. Materials used in Exhibitor’s displays must be fire-resistant, includingdraping, table covering, banners, props, scenery, and foliage. All exhibits and displays are subject to inspection by the Organizer its designees. Materials stored in Exhibitor’s exhibit space must not block access to the exhibit or cover electrical wires or outlets.
3.1.10 Power & Internet – Exhibitor must request power requirements by the later of four (4) months prior to the Event or fifteen(15) days after Exhibitor’s acceptance of the Terms, unless otherwise permitted by Organizer. Exhibitor is not permitted to run any electrical equipment to or within its booth, unless approved by Organizer in writing. Any such approval may be revoked at any time at the Organizer's discretion. Exhibitor must request internet requirements by the later of four (4) months prior to the Event or fifteen (15) days after Exhibitor’s acceptance of the Terms, unless otherwise permitted by Organizer. All approved electrical equipment or devices used in or about an exhibit must be in good operating condition and able to pass fire and/or electrical inspections. Any such requests for power and internet needs are not guaranteed, and Organizer can limit or deny access to power or internet access in its sole discretion.
3.1.11 – Exhibitor is required to comply with all Venue policies, including a strict prohibition on the sale, possession, or use of cannabis and psychedelics on the Premises, regardless of any state or local laws that may permit or decriminalize such substances in other contexts. Violation of this provision may result in immediate removal from the Premises or termination of this Agreement.
4. Personnel, Activities and Materials
4.1 – Except for those items expressly required to be furnished by Organizer, Exhibitor shall furnish or provide and maintain all the personnel and materials including equipment and supplies, uniforms, communication equipment, accounting equipment, signage, and all other equipment, and items necessary participate in PS2025, in accordance with these Terms or other rules and regulations provided by the Organizer or its authorized designees. The Exhibitor is responsible for the security of its own property and personnel.
4.2 – No lewd or indecent actions, conduct, language, pictures, or portrayals shall be included in the activity presented bythe Exhibitor on the Premises, including any actions or conduct in violation of the PS2025 Code of Conduct which shall beprovided to Exhibitor by Organizer. Nothing shall be presented, used, or sold that is contrary to law or prohibited by any laws, regulations, or ordinance of the state of Colorado and the City of Denver. Organizer also reserves the right to remove an entire exhibiting operation, if there is fraudulent or inappropriate behavior or improper conduct on the part of Exhibitor’s employees, owners or supervisory personnel, that, in Organizer’s reasonable judgment, compromises the attendees or the integrity and rules and regulations PS2025, including any rules and regulations set forth by Organizer for general attendees of the Event. Ifany of Exhibitor’s directors, officers, representatives, or employee is arrested, charged with or has committed a crime, orcommits should commit any act which is an offense involving moral turpitude or ethical malfeasance under Federal, state orlocal laws, or which might bring Organizer or MAPS into disrepute, contempt, scandal or ridicule, then without limitingOrganizer’s rights or remedies, Organizer shall have the immediate right to terminate this Agreement.
4.3 – All of Exhibitor’s staff working at the Event must be 18 or older. Exhibitor is responsible to obtain all necessary permits to allow Exhibitor’s employees to work. Exhibitor is solely responsible to pay all wages to its employee(s) who perform services for or at the PS2025, and Exhibitor is responsible to pay for any health insurance, Social Security payments, unemployment benefits, taxes (federal, state and foreign if applicable) and workers compensation for any of its employees.
4.4 – The times of service for PS2025 are to be directed by Organizer. Exhibitor shall arrive at the Premises location insufficient time to be fully set up and ready to participate as an exhibitor a minimum of thirty (30) minutes prior to the start of each day of PS2025 through the closing of the PS2025 Expo Hall.
4.5 – Exhibitor’s signage and materials must be fully contained within the confines of its “booth” and Exhibitor’s activities shall not interfere with other participants at the Event. Exhibitor shall not operate visual or sound systems of any kind, without written approval of Organizer. Any such approval may be revoked at any time at the Organizer's discretion. Exhibitor may notblock any access or travel way in or throughout the Premises, or the access or travel way of other participants at the Event.
4.6 – Organizer reserves the right to require all of Exhibitor’s representatives, personnel and volunteers to wear identification issued by Organizer.
4.7 – Organizer reserves the right to decline or prohibit any exhibit or any item or feature thereof which, in its judgment, is inappropriate or out of keeping with the character of the Event, this reservation being all inclusive as to persons, things, printed matter, product, conduct, sound level, etc. Exhibitor agrees to change the wording of any sign determined by Organizer not to be in the best interest of the Event. Noisy or obstructive exhibits or activities producing objectionable noise or odors are prohibited. Distribution of advertising material and solicitations of any sort shall be restricted to the Exhibitor’s booth.
4.8 – Exhibitor shall not assign or sublet or share any part of its assigned space without the consent of Organizer in writing. Any space not occupied by Exhibitor at the time set for completion of installation of displays will be reassigned at the discretion of Organizer, in which case all amounts paid by Exhibitor will be forfeited.
4.9 – Exhibitor agrees not to schedule or conduct any outside commercial activity that is advertised to the public, including, but not limited to, receptions, seminars, symposiums and hospitality suites from 9am-6pm MDT each day of the Event, whether such activities are held at or away from the Premises, except with the written approval of Organizer.
5. Continuous Operating
Exhibitor agrees to keep its exhibit open and staffed at all times during the PS2025Expo Hall operating hours, as communicated to Exhibitor by Organizer. Exhibitor agrees to have adequate staff and materials to ensure the continuous operation during the specified operating times designated by Organizer and/or its representatives.
6. Marketing
Exhibitor hereby grants to Organizer, PSE, MAPS, and the Colorado Convention Center and itsoperator SMG dba ASM Global the right to use Exhibitor’s name, likeness, image and biography in connection with advertising,marketing, promotion, sale and distribution of tickets to the Event for which Exhibitor has agreed to participate. Organizer shallhave the right and may provide other third parties the right to film, record, and take photographs during the Event. Exhibitor hereby grants Organizer, PSE and MAPS and each of their respective designees an irrevocable, perpetual, gratis license, throughout the universe to exploit in any and all media now known or hereafter devised, Exhibitor’s trademarks, name, likeness, image, and voice, as well as those of Exhibitor’s employees and contractors as they may appear in the materials described inthe previous sentence. Organizer reserves the right to approve all collateral, white papers, etc. distributed by Exhibitor,determine the size and positioning of the Exhibitor's name and logos on any signage and marketing material produced by Organizer, and use the Exhibitors name instead of its logo in certain instances where space and design constraints prohibit theuse of the full logo.
7. Safety and Legal Requirements
7.1 – Without in any way limiting any other term or provision of the Agreement or any obligation of Exhibitor hereunder, Exhibitor shall do or cause to be done all of the following: (a) participate in the Event in a first-class manner that shall protect the health and safety of Exhibitor, Organizer, PSE, MAPS and their respective employees and agents, and the public generally;(b) adhere to all applicable Federal, state and local laws, statutes, ordinances, rules and regulations, as well as all local and regional governmental agencies, applicable to Exhibitor; including but not limited to complying with all disability access and anti-discrimination laws; and (c) obtain, maintain and comply with all licenses, permits and approvals from any governmental authority that may be required to enable Exhibitor to participate in the Event and fulfill all of Exhibitor's obligations under the Agreement. The Exhibitor shall meet the requirements of the Department of Revenue and Department of Public Health, or any other applicable authority for participation in a special event. Exhibitor understands that Organizer is relying on the expertise of Exhibitor in the performance of the Services, and Exhibitor ensures that the Exhibitor’s employees, subcontractors and personnel comply with best practices for its industry.
7.2 – If the Organizer, in its sole and absolute discretion, believes that any Exhibitor personnel is exhibiting disorderly or improper conduct, engaging in unfit behavior, or acting in violation of the PS2025 Code of Conduct (to be circulated to theExhibitor prior to the Event), or has committed a negligent, illegal, or dangerous act, or is otherwise, in the reasonable judgment of Organizer, unfit to perform any obligations required by the Exhibitor in a safe an effective manner, the Organizer may immediately have its security personnel escort such Exhibitor personnel from the Premises or terminate this Agreement without refund of any fees paid by Exhibitor.
7.3 – The City of Denver and personnel of the Colorado Convention Center reserve the right to inspect the premises andExhibitor's operation during PS2025, including load-in and load-out and for that purpose its duly authorized representative smay enter upon said premises and Exhibitor's operation at any time and on any occasion without restriction.
8. Insurance
Exhibitor shall maintain a General Liability Insurance policy with limits (not diminished by prior claims or losses) of at least $1,000,000 per occurrence and $2,000,000 in the aggregate with customary limits and worker’s compensation insurance in accordance with the requirements of applicable laws. Insurance carriers must be licensed to do business in Colorado and have an AM Best Rating of no less than "A-VII". Superfly Marketing Group, LLC, Superfly Productions, LLC, Superfly Events, LLC, Psychedelic Science Events LLC, and Multidisciplinary Association forPsychedelic Studies, SMG dba ASM Global, the City and County of Denver and each of their respective affiliates and related entities, and their respective principals, shareholders, members, partners, officers, directors, employees, representatives, tenants, agents, contractors, parent companies, subsidiaries, and volunteers (“Organizer Additional Insured”) shall be added additional insureds on Exhibitor’s insurance policy (excluding any applicable workers compensation coverage). It is also strongly suggested that the Exhibitors obtain coverage for their property and/or equipment. Organizer is not and will not be responsible for any such property or equipment. This includes, but is not limited to, damage, theft, or loss sustained byExhibitor’s exhibit or its representatives.
Exhibitor agrees to provide to Organizer with proof of the aforementioned insurance by providing Organizer with a certificate of insurance by the later of February 1, 2025, or fifteen (15) days from acceptance of these Terms, unless otherwise permitted by Organizer in writing. All such insurance shall be primary, and not contributory, or insurance of the Organizer AdditionalInsured and shall include a severability of interests clause. All such insurance shall be written on “occurrence” basis. No such insurance shall have investigative, or defense costs included in the limits and if such insurance is allowed by Organizer in writing, then the limits set forth above shall be double for each respective insurance policy. Further, coverage for the Organizer Additional Insured shall apply on a primary non-contributory basis, for matters for which Exhibitor is responsible for under the Agreement, irrespective of any other insurance whether collectible or not.
If Exhibitor does not have General Liability insurance, Organizer has put together a master policy for General Liability estimated at a rate of One Hundred Dollars ($100) for Exhibitor’s benefit. Exhibitor must elect and provide Organizer with payment for this option by the later of February 1, 2025, or fifteen (15) days from acceptance of these Terms, unless otherwise permitted by Organizer. Please be advised that if Exhibitor has insurance, Exhibitor cannot make this election.
If Exhibitor has not provided Organizer with the requisite proof of insurance or made such election and the requisite payment within the timelines specified herein, Organizer reserves the right to terminate this Agreement for such breach and prohibitExhibitor from participating in PS2025.
9. Indemnification
Exhibitor agrees to indemnify, defend and forever save and hold harmless, SuperflyMarketing Group, LLC, Superfly Productions, LLC, Superfly Events, LLC, Psychedelic Science Events LLC, andMultidisciplinary Association for Psychedelic Studies, SMG dba ASM Global, the City and County of Denver and each of their affiliates and related entities, and their respective principals, shareholders, members, partners, officers, directors, employees, representatives, tenants, agents, contractors, parent companies, subsidiaries, and volunteers (sometimes collectively referred to herein as the "Organizer Indemnitees" and individually as a “Organizer Indemnitee”), from and against any and all damages, claims, losses, demands, costs, expenses (including attorneys' fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual, which any one of the Organizer Indemnitees may suffer or incurarising directly or indirectly out of or in connection with Exhibitor’s participation in PS2025, the failure of Exhibitor to comply with the Terms, or injury of any nature whatsoever, whether to persons or to property, caused by Exhibitor and/or its employees, agents, guests or subcontractors in connection with (i) the Exhibitor’s involvement with the Event, including, but not limited to, the set-up, operation and dismantling of any materials sold or furnished by the Exhibitor under the Agreement, and (ii) the use of any materials supplied by the Exhibitor, including, but not limited to, any signage, banners, names, trademarks, service marks, trade-names or logos, and (iii) any action of any kind including, but not limited to, any action for personal injury or property damage in respect of any material, product or service offered or supplied by Exhibitor with respect to the Event except to the extent arising from the gross negligence or willful misconduct of Organizer. The foregoing indemnification shall survive any termination or the expiration of the Agreement.
10. Waiver By Exhibitor
Exhibitor agrees that Organizer and an Organizer Additional Insured shall not be responsible for any bodily damage, permanent or temporary disability, death of Exhibitor or any of its contractors or employees, or any loss or damage to any property of Exhibitor or its contractors and employees in connection with the Event, resulting from any cause, including without limitation, resulting from fire, theft or any other cause. Exhibitor expressly assumes all risks of loss, damage or destruction of or to any of its personnel or property resulting from any such causes. Accordingly, Exhibitor agrees that Organizer assumes no responsibility or liability for any defects or other conditions of thePremises, whether the conditions are known or unknown to either party, and/or discoverable by either party. Exhibitor shall also promptly reimburse Organizer for any and all damages to personal and real property owned or leased by Organizer, which damage results or partially results from the exercise of any of the rights granted herein to Exhibitor.
10. Waiver By Exhibitor
Exhibitor agrees that Organizer and an Organizer Additional Insured shall not be responsible for any bodily damage, permanent or temporary disability, death of Exhibitor or any of its contractors or employees, or any loss or damage to any property of Exhibitor or its contractors and employees in connection with the Event, resulting from any cause, including without limitation, resulting from fire, theft or any other cause. Exhibitor expressly assumes all risks of loss, damage or destruction of or to any of its personnel or property resulting from any such causes. Accordingly, Exhibitor agrees that Organizer assumes no responsibility or liability for any defects or other conditions of thePremises, whether the conditions are known or unknown to either party, and/or discoverable by either party. Exhibitor shall also promptly reimburse Organizer for any and all damages to personal and real property owned or leased by Organizer, which damage results or partially results from the exercise of any of the rights granted herein to Exhibitor.
11. Limitation of Liability
In no event shall Organizer, PSE, or MAPS or any of its affiliates be liable for any special, incidental, indirect, punitive or consequential damages arising out of or in connection with this Agreement. The liability of Organizer, PSE, and MAPS and their respective affiliates and Exhibitors remedy for any claim of loss or damage arising from or related to this Agreement, regardless of the form of action, shall be limited to one-half of the fees paid to Organizer by Exhibitor for Exhibitor’s participation in PS2025.
12. Termination
The Agreement shall be subject to termination by Organizer at any time, with, or without cause.If such termination is made on-site at the Event, Organizer reserves the right to ask Exhibitor to promptly have all of its inventory and materials removed from the Premises by the General Services Contractor of the Venue. If Exhibitor shall fail to have any of its inventory, equipment or supplies removed from the Premises upon such request from Organizer, Organizer may, at its option, either remove and dispose of any or all of the same at Exhibitor’s expense or retain the same, in which latter event all right, title and interest therein shall pass to and vest in Organizer.
Notwithstanding anything contained herein, if Organizer chooses to terminate this Agreement without cause, Organizer will refund Exhibitor the full amount paid to Organizer in consideration for Exhibitor’s permission to participate in PS2025. Such refund will be made within thirty (30) days of Organizer’s notice of such termination.
In the event Exhibitor seeks to withdraw from the Event, Exhibitor acknowledges that Organizer would be harmed and suffer loss and that it would be difficult to determine the precise value for or amount of that harm. If Exhibitor cancels or withdraws from the Event, any payments made to Organizer for Exhibitor’s participation in the Event shall be liquidated damages and not a penalty, and the parties agree that such amounts constitute a reasonable provision for liquidated damages.
13. Independent Contractor Status
Exhibitor is engaged hereunder as an independent contractor and as such shall be solely responsible for full compliance with all requirements under all laws and regulations now or in the future applicable to Exhibitor, its business affairs and its performance of its duties under or pursuant to the Agreement including, without limitation, state and federal taxes applicable to the Agreement (including, without limitation, sales, use, withholding, social security, payroll, workmen’s compensation or other taxes, fees, permits and surcharges imposed by any federal, state, county or municipality in connection with the fulfillment of Exhibitor’s obligations under the Agreement), unemployment insurance and other insurance applicable and necessary with respect to Exhibitor's employees and all of Exhibitor's duties and obligations as an employer. The relationship created by this Agreement is that of independent contractors, and nothing contained in these Terms shall be deemed or construed as creating any partnership, joint venture, employment relationship, agency or other relationship between the parties or to make Organizer liable for the debts or obligations of Exhibitor. No officer, employee, agent, or servant of Exhibitor shall be deemed at any time to be an employee, servant, or agent of Organizer for any purpose whatsoever.
14. Intellectual Property
Exhibitor agrees that: (a) nothing in these Terms is intended to convey toExhibitor any ownership or other rights in the trademarks, logos, service marks, copyrights or other intellectual property rightsof Organizer, PSE, and MAPS, or the Event (collectively, the “Trademarks”); (b) ownership of all such Trademarks shallremain the property of Organizer, PSE, or MAPS, as the case may be; and (c) Exhibitor will not use any Trademarks underany circumstances without the prior written consent of Organizer, which consent Organizer may withhold in its sole andabsolute discretion. In the event that Exhibitor uses the Trademarks or promotes their participation in a way that misrepresents or inaccurately portrays the nature of the relationship between Exhibitor and Organizer, PSE, or MAPS, or otherwise causesharm to the reputation of Organizer, PSE, or MAPS, Organizer reserves the right to immediately terminate this agreementupon written notice to Exhibitor, without refund of any fees paid by Exhibitor. Should Exhibitor present or allow the presentation of any composition, work, or material covered by copyright, or furnish any product covered by registered trademark, the Exhibitor agrees to defend, indemnify and save harmless Organizer, PSE, and MAPS, and their respective agents or employees, for any loss, damage, or expense arising from any claim, allegation or suit for infringement of such copyright or registered trademark.
15. Confidential Information
During the Term, Exhibitor and its officers, directors, shareholders,employees, agents, contractors and representatives may gain access or be exposed to certain confidential and proprietaryinformation relating to the business of Organizer, PSE, or MAPS or their respective affiliates. Exhibitor agrees, for itself and its officers, directors, shareholders, employees, agents and representatives, that all such confidential and proprietary information shall remain and be kept in strictest confidence and shall not be disclosed to or used by any person or entity without the prior written consent of Organizer, which consent may be withheld by Organizer in its sole and absolute discretion. The obligation to maintain confidentiality provided herein shall survive any termination or expiration of the term of theAgreement and may be enforced by injunctive relief or other equitable or legal remedies without the necessity of proving inadequacy of legal remedies and without proving that Organizer or any of its affiliates or any of their respective officers, directors, shareholders, partners, employees, agents, contractors or representatives would suffer irreparable harm as a result of a violation of such confidentiality obligation.
16. Effect of Agreement/
Assignment
The Agreement or any of the rights granted herein may not be assigned by Exhibitor, nor may any of Exhibitor’s duties hereunder be delegated, without the prior written consent of Organizer. Organizer may assign this Agreement in whole or in part without the prior written consent of Exhibitor. Notwithstanding any other term or provision of the Agreement, it is expressly understood and agreed by Exhibitor that Organizer shall have the right to designate another entity, including, without limitation, one of its affiliated or related entities, to manage, direct and control the Event, and Exhibitor agrees to fully cooperate with and comply with all directives and directions of any such other entity.
17. Force Majeure Event
The failure of any party to comply with its obligations hereunder shall be excused tothe extent such party’s performance has been rendered impossible as a result of illness or death, an act of God, strike, labor dispute, war, fire, earthquake, act of public enemies, acts of terrorism, public health emergency, pandemic, action of federal, state or local governmental authorities or for any other reason beyond the reasonable control of the party claiming protection by reason of such force majeure event (“Force Majeure Event”). In the event the Event or any portion thereof is canceled by reason of a Force Majeure Event, Organizer may terminate this Agreement immediately as to that Event or such portionthereof and, notwithstanding anything contained in Section 12 to the Agreement, shall have no further obligations to Vendor hereunder as it relates to that Event or such portion thereof.
18. Choice of Law
The validity, interpretation, construction and enforcement of the Agreement shall be governed and controlled by the laws of the State of New York, without regard to that State's rules with respect to choice of law.
19. Mediation & Arbitration
Prior to initiating any action under this Agreement, the Exhibitor and Organizeragree to engage in mediation to resolve any disputes within 30 days of a written demand of mediation. Any dispute, claim, interpretation, controversy, or issues of public policy arising out of relating to this Agreement which is not resolved by mediation, including the determination of the scope or applicability of this Section, will be determined exclusively by mandatory binding arbitration held in New York, New York, and will be governed exclusively by the applicable New YorkCivil Practice Law and Rules, including the New York CPLR, Article 75. The Parties waive (i) any right of removal to theUnited States federal courts and (ii) any right in the United States federal courts to compel arbitration, to confirm any arbitration award or order, or to seek any aid or assistance of any kind. If either party brings an action to enforce the provisions of this Agreement and is the substantially prevailing party in any action, the substantially prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses incurred in such action.
20. Third Party Beneficiary
Exhibitor acknowledges and agrees that PSE and MAPS shall have all the rights of a third-party beneficiary and is entitled to all rights and benefits hereunder and may enforce all provisions as if it were a party to this Agreement. Exhibitor may not enforce any of the provisions of this Agreement on or against PSE or MAPSunless directed by Organizer.
21. Additions and Corrections
No waiver, modification, or amendment of any term, condition or provision of this Agreement shall be valid, or of any force or effect, unless made in writing, signed by the duly authorized representatives of the parties, and specifying with particularity the nature and extent of such waiver, modification or amendment. Any such waiver, modification or amendment in any instance or instances shall, in no event, be construed to be a general waiver, abandonment, modification or amendment of any of the terms, conditions or provisions of this Agreement, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings.
22. Severability
If any covenant, term or provision of this Agreement is deemed to be contrary to law, that covenant, term or provision will be deemed separable from the remaining covenants, terms and provisions of this Agreement and will not affect the validity, interpretation or effect of the remainder of this Agreement.
