Above the Treeline, Inc. (“Treeline”) is referred to herein as “Treeline”. “Exhibitor” refers to you, the applicant indicated on the registration page (“Registration Page”) which forms part of this Agreement.
- Payment and Terms - The EDELWEISS BOOKFEST Participation Fee is the total fee payable by the Exhibitor to Treeline in respect of the licensing of the Virtual Exhibition Space, sponsorship, advertisement and related services. The amount and payment terms are stated on the Registration Page of the Exhibitor/Sponsorship Confirmation. All payments are non-refundable except as otherwise expressly provided herein. The entire EDELWEISS BOOKFEST Participation Fee must be paid in full prior to EDELWEISS BOOKFEST dates. In the event of total or partial cancellation by the Exhibitor, the participation fee will not be reduced or refunded, and the total amount will be due. If the Exhibitor fails to pay the entire EDELWEISS BOOKFEST Participation Fee at the time specified, or fails to comply with any of the terms and conditions or rules and regulations, Treeline may reassign the virtual exhibition booth location reserved for the Exhibitor and/or may resell the virtual exhibition booth location to another party. Treeline reserves the right to charge interest on all overdue amounts under this Agreement.
- Exhibitor Cancellation/Termination - If the Exhibitor cancels or breaches this Agreement for any reason whatsoever, in addition to whatever rights Treeline may have under applicable law, any payments made by the Exhibitor prior to the date of termination shall be retained by Treeline as liquidated damages and not as penalty. Treeline and the Exhibitor agree that such amounts constitute a reasonable provision for liquidated damages. The Exhibitor shall also be liable for any payments required to be paid but not paid as of date of cancellation or breach of this Agreement.
- Treeline Cancellation/Termination - If the holding of EDELWEISS BOOKFEST or the performance of any of the provisions of this Agreement are interfered with by virtue of any cause, this Agreement and/or EDELWEISS BOOKFEST (or any part thereof), may forthwith be terminated or cancelled by Treeline without Treeline being liable in damages or otherwise to the Exhibitor. Treeline shall also not be responsible for delays, claims, demands, damages, losses, increased costs, liabilities, changes, actions, expenses or any other unfavorable direct or indirect, consequential or otherwise conditions arising by virtue of any cause not within the control of Treeline. Upon termination or cancellation, Treeline shall not be liable to the Exhibitor other than for a refund of the contract price paid by the Exhibitor prorated on the basis of the number of exhibition days remaining, subject to pro rata offset for Treeline’s EDELWEISS BOOKFEST costs incurred. For purposes hereof, the phrase “cause not within the control of Treeline” shall include fire, casualty, flood, epidemic or pandemic, earthquake, explosion or accident, blockage, embargo, inclement weather, governmental restraints, restraints or orders of civil defense or military authorities, act of public enemy, riot or civil disturbance or commotion, malicious damage, sabotage, vandalism, acts of terrorism, or other similar activities, strike, lockout, boycott or other labor dispute or disturbance, inability to secure sufficient labor, technical or other personnel, absence of virtual premises required for the Exhibition, failure, impairment or lack of adequate transportation facilities, inability to obtain or requisition or commandeering of necessary supplies or equipment, change in local, state or other law, ordinance, rule, order, decree or regulation, whether legislative, executive or judicial, and whether constitutional, or act of God and the words “act(s) of” shall include “threat of or perceived threat of”. This Agreement may be terminated by Treeline forthwith if in Treeline’s opinion, the Exhibitor does not or may be unable to perform or comply with any of its obligations.
- Booth Assignment - Treeline shall use reasonable efforts to make virtual booth assignments in accordance with the Exhibitor’s requests. However, Treeline reserves the right to make final determination of all booth assignments. Treeline shall have no liability for its failure or inability to comply with the Exhibitor’s requests, and the Exhibitor shall have no right to cancel this Agreement because of Treeline’s failure to comply with the Exhibitor’s requests. Virtual exhibition booths will be allocated at Treeline’s full discretion. Treeline may change the virtual floor plan and/or the configuration of EDELWEISS BOOKFEST booths at its sole discretion.
- No Assignment or “Subletting” of Space - The assigned virtual booth space is for use by the Exhibitor only. The Exhibitor may not assign this Agreement and may not permit or “sublet” all or any part of its assigned booth space to any other business or firm, unless Treeline has given prior written approval. Any such assignment, permission or “sublease” without Treeline’s prior written approval shall be null and void. The Exhibitors are not permitted to give their assigned virtual booth space either fully or in part to a third party, whether for payment or free of charge.
- Warranty - The Exhibitor represents, warrants and undertakes that it is entering into this Agreement as principal and not as agent or nominee of any third party, and the exhibits, performance, statements, works, to be displayed by the Exhibitor at EDELWEISS BOOKFEST (“Exhibit”) do not violate or infringe or are not likely to violate or infringe any patent, trademark, copyright, or other right of any third party (including without limitation rights in confidentiality, contract, and trade secret) and it agrees that in EDELWEISS BOOKFEST of any breach of the representations, warranties and undertakings herein contained in this Agreement, the license herein granted may be terminated by Treeline (without Treeline being liable for any damages or claim whatsoever and without prejudice to Treeline’s other rights and remedies) and the Exhibitor shall indemnify, defend, and hold Treeline harmless from and against all claims, demands, losses, liabilities, charges, actions, damages, fees (including attorneys fees), actions, suits, and expenses arising from or relating to such alleged or actual breach.
- Right to Reject or Eject - Treeline may reject, eject or prohibit the Exhibit in whole or part, or the Exhibitor or its representatives, with or without giving cause. If cause is not given, the maximum liability of Treeline (if any) shall not exceed the prorated amount of the contract price paid by the Exhibitor based on the number of days of EDELWEISS BOOKFEST remaining at the time of ejection. If any exhibit or the Exhibitor or its representatives is ejected for violation of any provisions of this Agreement or for any other stated reason, no refund of any portion of the contract price shall be made. You acknowledge and agree that Treeline reserves the right to remove you immediately from EDELWEISS BOOKFEST if Treeline, in its sole discretion, determines that your participation or behavior create a disruption or hinder EDELWEISS BOOKFEST or the enjoyment of EDELWEISS BOOKFEST content by other participants, presenters, sponsors, or attendees. By way of illustration and not by way of limitation, you are bound by the EDELWEISS Code of Conduct: https://www.abovethetreeline.com/event-code-of-conduct/
- Indemnification – The Exhibitor shall be liable for and shall insure, indemnify, defend, fully and effectively and hold Treeline, their respective shareholders and all government, statutory and regulatory bodies and agencies and its directors, officers, agents and servants harmless against any and all suits, fees (including attorneys fees), costs, claims, demands, losses, liabilities, charges, actions, and expenses which any of them may be subject to or may incur or which may be made, claimed or instituted against them or any of them as a result of any act, breach of any of the terms of this Agreement, omission, conduct or failure of the Exhibitor or its directors, officers, agents, servants, invitees or independent contractors.
- Liability Limitation - The liability of Treeline (if any) shall under no circumstances (whether arising from breach of contract, tort or otherwise) exceed the amount of EDELWEISS BOOKFEST Participation Fee paid by the Exhibitor.
- Venue Exhibit Rules and Regulations - Further rules and regulations pertaining to EDELWEISS BOOKFEST can be found in the Exhibitor Manual and other documents supplied by Treeline from time to time. Treeline may at any time and from time to time make further rules and regulations (having immediate effect) in relation to any aspect of EDELWEISS BOOKFEST. Such rules and regulations shall be deemed to form part of this Agreement, and shall be binding on the Exhibitor. Treeline reserves the right to require the Exhibitor to alter the Exhibit before or during EDELWEISS BOOKFEST, as Treeline deems to be in the best interests of EDELWEISS BOOKFEST. Such changes shall be made at the Exhibitor’s expense and are subject to the approval of Treeline.
- Partial Invalidity - The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision herein.
- Set-Off Clause - Treeline may in its sole discretion, deduct from or set-off against any money due by Treeline to the Exhibitor or any sum which the Exhibitor is liable to pay to Treeline.
- Assignment Clause - Treeline may without the consent or approval of the Exhibitor, assign or transfer its rights and/or obligations under this Agreement. The Exhibitor may not assign or transfer any of its rights or obligations under this Agreement.
- Integration - This Agreement contains the entire agreement between Treeline and the Exhibitor. It may not be orally modified. Only an agreement in writing signed by a duly authorized representative of the party against whom enforcement or waiver or modification is sought will be enforceable.
- Governing Law & Jurisdiction - This Agreement shall be governed by, and construed in accordance with the laws of the State of Michigan. Any and all action commenced by the Exhibitor arising out of or relating to this Agreement, or arising out of or relating to EDELWEISS BOOKFEST shall be brought solely in the courts of the Eastern District of Michigan. The Exhibitor consents to the exclusive jurisdiction of the courts Eastern District of Michigan for the resolution of any action arising out of or relating to this Agreement, or arising out of or relating to EDELWEISS BOOKFEST.
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