Certain capitalized terms used herein shall have the meanings set forth below:
The “Conditions” means these Conditions, Rules, and Regulations.
The “Contract” means the Conditions, together with the Event Sponsorship Contract which includes the Renewal Energy Forum, Net Zero Forum and any other event under the Smart Energy Decisions brand.
“Diversified” means Diversified Communications, a Maine corporation d/b/a Smart Energy Decisions
The “Sponsorship Contract” means the Sponsorship Contract for a Smart Energy Decisions branded Event
The “Event” means a Smart Energy Decisions branded event
“Sponsor” means the company named on the Contract, including any and all officers, directors, managers, employees and agents of such company.
The Event is a business networking and educational conference serving members of the renewable energy industry. Reasonable efforts will be made to ensure all attendees are qualified members of the industry and that everyone who has stated an intention to attend, participates. Company acknowledges that Diversified does not guarantee that the participation of any particular company or any individual executive even if they accept an invitation to Company’s “one to one” meetings. Diversified disclaims ALL representations and warranties, including without limitation any regarding merchantability, fitness for particular purposes, suitability, quality or otherwise with respect to its services.
Diversified reserves the right to refuse to allow a company to participate as a Sponsor or an individual to participate as a buyer, due to its determination of value to the entirety of the attendees to the Event or for any other reason it deems appropriate in its sole discretion. No person under the age of 18 will be admitted under any circumstance during any portion of the Event. Further, Diversified reserves the right to refuse a Sponsor Contract for other reasons such as (a) poor credit history, including but not limited to past due amounts owing to Diversified or its affiliates (if Sponsor has outstanding unpaid balances owed to Diversified or any affiliate, payments received may be applied to such overdue balances at Diversified’s discretion before an Event Sponsorship is permitted) or (b) breach of contract provisions governing any previous trade show or other event conducted or sponsored by Diversified or its affiliates
Sponsor agrees to make payment as outlined on the Contract. If payments are not made when due, Diversified may, in its sole discretion, resell the limited sponsorship inventory available for the Event after termination of its Contract with Sponsor (retaining fully rights to any cancelation fees owed) and to pursue all other legal remedies.
Diversified shall have full power to determine in every respect the meeting area and exhibit area (if applicable) provided to Sponsor and all aspects of the Event activities.
If Sponsor has contracted for exhibit space, it shall ensure staff occupies said space during the exhibition hours published for the Event. Sponsor shall be solely responsible for the costs to outfit said space with tables, counters, or other contrivances for displaying its goods and for all support services including but not limited to cleaning, electricity, and drayage. Sponsor shall not be permitted to sublet or share its exhibit space with another company, unless expressly permitted by Diversified by written agreement.
Diversified and Sponsor shall comply with all applicable local, state, federal and other laws, ordinances, rules and regulations; with all rules and regulations of the Event facility; and with any other applicable rules and regulations such as data privacy laws and/or reasonable health and safety rules that may be issued by Diversified or local authorities. Sponsor hereby covenants, represents and warrants that any and all materials and products displayed, or marketed at the Event will have been obtained in full compliance with the laws of the respective jurisdiction(s) of origin of such materials and products and that all permits or business licenses required for its activities are also obtained.
Sponsor is advised to maintain general liability insurance of no less than $1,000,000 property damage and personal injury, with broad form endorsement. In no event shall Diversified be responsible for any loss of or damage to Sponsor property occasioned by theft or other insurable casualty. Sponsor acknowledges that it shall have full responsibility to insure or otherwise keep and protect its property safe from theft or loss. Diversified assumes no risk; and, by the acceptance of this Contract, Sponsor expressly releases Diversified of and from any and all liability for any damage, injury or loss to any person or goods which may arise from the occupation of the suite by Sponsor. Sponsor agrees to indemnify, defend and hold harmless Diversified from any and all claims, injuries, losses, liabilities, obligations, damages, expenses and costs (including, but not limited to, attorneys’ fees and other similar costs of defending claims or law suits brought against Diversified) (collectively, “Damages”) if and to the extent such Damages result from (a) Sponsor’s breach or alleged breach of its duties, obligations, covenants, warranties and representations under this Contract, or (b) Sponsor’s actions or omissions with respect its participation in the Event. Sponsor’s duty to indemnify Diversified hereunder shall not be affected by any contention that Diversified was negligent, and that such negligence was a contributing or proximate cause of any such Damages, unless and until a court of competent jurisdiction in a matter involving third-party liability finds that such Damages resulted from Diversified’s bad faith, gross negligence, or willful misconduct.
In no event shall Sponsor have any claim for Damages of any kind against Diversified that are direct or consequential, because of the prevention, postponement or abandonment of the Event, by reason of any of the events referred to in Condition 18 below, or if for any reason beyond Diversified’s control the Event facility becomes wholly or partially unavailable. In the event of a cancelation pursuant to force majeure, Diversified shall be entitled to retain all sums paid by Sponsor or such part thereof as are related to services which have already been delivered as of the date of the cancellation of the Event. Funds paid by Sponsor which relate to services that were not rendered as of the date an Event is canceled shall be rolled over and applied to other services or a future edition of a Diversified Event. If, in the opinion of Diversified, by re-arrangement or postponement of the Event, or by substitution of another hall or building, or in any other reasonable manner, the Exhibition can be carried through, the Contract shall be binding upon the parties, except as to the meeting room location, which Diversified may modify as it deems necessary under the circumstances in its reasonable discretion.
The liability of Diversified to Sponsor for all claims relating to the Event or the Contract, in contract, tort or otherwise, shall not exceed the amount of the fees paid to Diversified by Sponsor in connection with the Contract. In no event shall either party be liable to the other for any consequential, indirect, special, or incidental Damages, even if a party has been advised of the possibility of such potential Damages. Diversified further makes no guarantees that its services will generate increased business or sales for Sponsor and accepts no responsibility for breakdown or failure of any of the services provided by third parties for, or in connection with, the Event. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
Non-transferable passes of admission will be supplied to Sponsor for distribution to the personnel approved as qualified. Sponsor’s staff will not be allowed to participate in the Event without such passes. Diversified may choose to allow Sponsor to purchase additional staff passes but it reserves the right to limit the number of such passes and shall have the right to vet all of Sponsor’s staff to ensure they are appropriately qualified for the Event. Sharing of the space and time allotted to Sponsor with any other company, organization, or for products other than that specified in its participation application, except as specifically approved in advance by Diversified, is prohibited.
Without prejudice to the rights and remedies of Diversified in respect to any breach of the Contract on the part of Sponsor, Sponsor may withdraw and Cancel its Contract subject to the following conditions:
Sponsor must give written notice to Diversified that it desires to withdraw from the Conference by mail or email to Diversified at PO Box 7437, Portland, ME 04112-7437 or [email protected] which must be acknowledged in writing by Diversified to have effect.
any such acknowledged notification by Diversified to Sponsor will constitute a cancellation of the Contract and Sponsor will be obligated to immediately pay the cancellation fee to Diversified as outlined in the Contract;
Diversified may retain and shall not be obligated to refund any payments made by Sponsor unless they are in excess of the cancellation fee owed by a Sponsor.
Diversified reserves the right to alter, add to or reasonably amend any provision of the Conditions, provided material changes shall be communicated to Sponsor before they take effect. Should any question arise regarding the meaning of any provision of the Contract or otherwise in connection with Sponsor’s involvement with the Event, whether or not provided for in the Contract, the reasonable decision of Diversified shall be final. No alteration, addition, amendment or waiver to or of, the Contract shall operate to release Sponsor from the Contract unless it is confirmed in writing by both parties. No course of dealing between the parties shall operate as a waiver of any of the parties’ rights under the Contract. No delay or omission on the part of either party in exercising a right under the Contract shall operate as a waiver of such right or any other right hereunder. The Contract contains the entire understanding of the parties and supersedes any and all prior understandings or agreements between the parties with respect to the subject matter hereof.
The purpose of the Event is to facilitate business relationships between attendees and Sponsors. Sponsors must utilize the services and space provided consistent with this purpose and must adhere, in each case in the determination of Diversified in its sole discretion, to each of the following standards:
Sponsor may encourage or advance its own products, equipment, or services; however, Sponsor shall not unfairly criticize the products or methods of any other sponsor.
Sponsor shall not infringe the copyrights, trademarks, or other intellectual property rights of any third party or unfairly compete with other sponsors.
Diversified reserves the right to remove any individual in the Event facility if it determines that such individuals are exhibiting behavior that detracts from the Event.
As an accommodation to Sponsor, Diversified may list Sponsor in digital and print promotional materials prepared and published to support the Event, and Sponsor hereby grants a limited, non-exclusive, transferable worldwide royalty-free right and license to Diversified to use Sponsor’s name, trademarks and/or logos for such purpose. Diversified shall have no liability to Sponsor for any errors or omissions contained in such publications. Promotional activities by Sponsor that occur outside the published agenda for the Event, such as signs, easels, meetings, social events, or hotel room drops, are not permitted without prior written permission by Diversified. If Sponsor engages in any activity which involves copyrighted materials it must provide evidence of its license and right to use such material to Diversified in advance of the Event.
If Sponsor’s Event services include an opportunity to present industry information relevant to Event participants in one of the sessions, Sponsor hereby agrees to pay all costs for travel and accommodation of their speaker(s) unless a speaker is a qualified buyer at that particular Event. Sponsor hereby grants to Diversified a non-exclusive, transferable worldwide royalty-free right and license to Diversified to use the content of the presentation for all legal purposes and agrees to ensure all documentation necessary to confirm such license will be provided to it upon request.
The Contract may be terminated by Diversified at any time on the breach of any of the provisions herein by Sponsor, or breach by Sponsor of any other contract it may have with Diversified or its affiliates, including without limitation failure to make payments when due pursuant to any such contract, and thereupon all of Sponsor’s rights hereunder shall cease and terminate, and any payments made by Sponsor on account hereof prior to said termination shall be retained by Diversified as liquidated damages for such breach, and Diversified may thereupon reallocate or resell any space that had been allocated to Sponsor.
In the event that the premises in which the Event is to be conducted shall become, in the sole discretion of Diversified, unfit for occupancy, or in the event the holding of the Event or the performance of Diversified under the Contract are substantially or materially interfered with by virtue of any cause or causes not reasonably within the control of Diversified, the Event may be terminated or moved to another appropriate location at the sole discretion of Diversified. Diversified shall not be responsible for delays, damage, loss, increased costs or other unfavorable conditions arising by virtue of cause or causes not reasonably within the control of Diversified. For purposes hereof, “cause or causes not reasonably within the control of Diversified ” shall include, but not be limited to: fire, casualty, flood, epidemic, earthquake, explosion, accident, blockade, embargo, inclement weather, hurricane, tornado, governmental restraints, declaration of public emergency, strike, lockout, boycott or other labor disturbance, technical or other personnel failure, local, state, federal or other laws, ordinances, rules, orders, decrees or regulations and/or any act of God.
Neither party is or shall be construed to be a partner, joint venturer, franchisee, employee, agent or representative of or with the other for any purpose whatsoever. Except as specifically permitted by the Contract or by a separate written agreement of the parties, neither party has or shall have any right or power to act as the agent or to act on behalf or in the name of, or to bind, the other party.
If, at any time, any provision of the Contract shall be deemed for any reason to be invalid or unenforceable or prohibited by the laws of the jurisdiction where the activities are to be performed, then such provision shall be considered divisible and shall become and be immediately amended to the extent necessary to make it valid and enforceable by the court or other body having jurisdiction over the Contract.
The Contract shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns; provided, however, that Sponsor shall not directly or indirectly assign, delegate, transfer, sublicense or encumber any of its rights or obligations under the Contract without the express prior written consent of Diversified.
The Contract shall be governed by and construed in accordance with the laws of the State of Maine, United States of America, without regard to the conflicts of laws provisions thereof to the extent such laws would cause the law of another jurisdiction to apply. The parties unequivocally submit to the exclusive jurisdiction of the state and federal courts sitting in Cumberland County, Maine.
Sponsor hereby covenants, represents and warrants, as applicable, that: (a) if it is a legal entity, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) if it is a legal entity, its execution, delivery and performance of this Contract, the fulfillment of and the compliance with the respective terms and provisions hereof, and the due consummation of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate or other legal action of Sponsor (none of which actions has been modified or rescinded, and all of which actions are in full force and effect); and (c) the Contract constitutes a legal, valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors’ rights.
Sponsor represents and warrants that its participation in the Event will not violate any regulations administered and enforced by the U.S. Department of Treasury Office of Foreign Assets Control’s (OFAC) Sanctions Program. Further if its country of incorporation is subject to further review as required by Diversified’s sanctions compliance procedure, it will provide all information requested in the Questionnaire Addendum to this Contract provided to it by Diversified and agree to all terms and conditions contained therein.
All notices, requests and other communications required or permitted under the Contract must be in writing, and sent with delivery confirmation, by overnight courier, express delivery, or email, in each case addressed to the parties at the address for each set forth on the Contract, or to such other person or address as either party previously shall have designated to the other by written notice given in the manner set forth above. Notices shall be deemed given when delivered.
