1. Definitions. The term “Event” means the CITE 2020 Annual Conference currently scheduled to be held from May 24, 2019 to May 27, 2019 (the “Event Date(s)“) at the Sheraton Vancouver Wall Centre, 1088 Burrard Street, Vancouver, British Columbia (the “Venue“). The term “Organizer” or “CITE” means the Canadian Institute of Transportation Engineers / Institut Canadien des Ingénieurs en Transports, a Canadian not-for-profit corporation. The term “Applicant” means the company that has applied for exhibit space.
2. Agreement. This Agreement, when submitted with payment in full, inclusive of a $500.00 non-refundable application fee, and accepted by Organizer (“Agreement“), is for Applicant to licence exhibit space or booth(s) at the Event. No guarantee can be given as to the ultimate location of the Applicant. Organizer reserves the right to alter the Applicant’s space in its sole discretion. Organizer has the right to postpone, shorten, or cancel the Event.
3. Withdrawal from Participation. Withdrawal from the Event is possible only if notification of withdrawal and reason for withdrawal are submitted in writing via email and received by Organizer:
(a) no later than April 1, 2020, Applicant shall be entitled to a full refund of all fees paid to Organizer, exclusive of the $500.00 application fee which Applicant forfeits as liquidated damages;
(b) after April 1, 2020 but no later than May 1, 2020, Applicant shall be entitled to a 50% refund of all fees paid to Organizer, exclusive of the $500.00 application fee, and Applicant remains fully liable for and forfeits, as liquidated damages, 50% of the total package price, inclusive of the $500.00 application fee; or
(c) after May 1, 2020, Applicant is not entitled to a refund of any kind of the fees paid to Organizer and remains fully liable for and forfeits, as liquidated damages, payment in full of the total package price, inclusive of the $500.00 applicable fee.
The liquidated damages hereunder constitute compensation and not a penalty. Applicant agrees that Organizer’s harm or actual damages would be impossible or very difficult to accurately estimate and that the liquidated damages are a reasonable estimate of the anticipated or actual harm or damages that might arise from Applicant’s withdrawal.
4. Limitation of Liability and Timing of Claims. In no event shall Organizer or the Venue or any of their officers, directors, employees, agents, contractors, representatives, affiliates and assignees be liable for consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, lost profits or revenues or diminution in value, arising out of, or related to, and/or in connection with their acts or omissions or any breaches of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Organizer or the Venue was advised of the possibility of such damages, and (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In no event shall Organizer’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to Organizer pursuant to this Agreement. 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.
5. Indemnification. Applicant shall indemnify, hold harmless, and defend the Organizer and Venue and their respective officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, that are incurred by Indemnified Party (collectively, “Losses“), arising out of or resulting from (a) injury to the person, property, or business of any person in connection with Applicant’s conduct of its exhibit, (b) Applicant’s construction or maintenance of an unsafe exhibit, (c) any act, omission, negligence, fault, violation of law or ordinance, or misconduct of Applicant, its employees, subcontractors, invitees or agents, or any breach by Applicant of any agreements, covenant, promises or other obligations under this Agreement, (d) Applicant’s participation or presence at the Event and/or use of any of the Event facilities, (e) any claim brought by any of its employees, agents, contractors, or invitees against an Indemnified Party in connection with such activity, or (f) Applicant’s actual or alleged infringement of the patent, trademark, copyright, or any other intellectual property rights.
6. Listings and Promotional Materials. Applicant grants Organizer a non-exclusive licence to use Applicant’s names in any directory at the Event and to use such names in Organizer’s promotional materials. Organizer shall also have the right to take photographs and recordings of Applicant’s booth space, exhibit, and personnel during, before or after the open hours of the Event, and use same for any legal purpose. Applicant hereby releases Organizer and its designees from, and waives all claims it may have, now or in the future, in connection with such activities, and specifically waives any statutory restriction on waivers of future claims or moral rights.
7. Cancellation of Event; Force Majeure. If Organizer cancels the Event or is delayed or prevented from performing its obligations under this Agreement by reason of any cause beyond Organizer’s control, including without limitation, shortage of adequate power or transportation facilities, and failure of subcontractors or other service providers to perform in timely fashion, the performance of such obligation shall be excused and Organizer shall not be liable for any expenditure, liability or loss incurred by Applicant. Cancellation by Organizer for any other reason shall entitle Applicant to a full refund of all fees paid to Organizer without other liability.
8. Assignment; Choice of Law. Organizer may assign this Agreement at any time. Applicant may not assign this Agreement or sell, transfer, assign or sublet to a third party all or any portion of its exhibit space without Organizer’s prior written consent. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the province of Ontario and the federal laws of Canada applicable therein.
9. No Representations or Warranties; Rules and Regulations. Organizer makes no representations, conditions or warranties, express or implied, regarding the number, quality or character of persons who will attend the Event or regarding any other matters. Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this Agreement are subject to Organizer’s sole discretion.