WILLIAM REED BUSINESS MEDIA, INC.
HEALTHY & NATURAL TRADE SHOW 2017
EXHIBITOR BOOKING TERMS AND CONDITIONS

These Terms set out the terms on which the Exhibitor books a space to exhibit at the Exhibition (defined below). Please read these Terms carefully as they contain important information.

1. Definitions and Interpretation

1.1           In these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings. Less frequently used terms are defined within the body of these Terms and Conditions:

Booking” means a booking for You to book a space to exhibit at the Exhibition, made by You to Reed by submitting a Space Booking Form and confirmed by Reed by providing you with a Confirmation (as defined in clause 2.3);

"Content" means any or all information and material requested by Reed and/or submitted to Reed by You for use in connection with the Exhibition, including Your logo and other materials and information required by Reed for exhibition during and for promoting and marketing the Exhibition;

"Deposit" means the non-refundable deposit specified on the Space Booking Form;

"Exhibition" means the Healthy & Natural Trade Show 2017 in respect of which You are submitting a Space Booking Form;

Exhibitor”,"You", "Your(s)" means the person, firm or company named as the Exhibitor identified in the Space Booking Form;

Exhibitor’sManual” means Reed's exhibitor’s manual for the Exhibition;

Fee” means the total sum payable by You to Reed as specified in the Booking;

InformationPack” means Reed’s information pack for the Exhibition;

Reed” means the entity identified in the Booking, William Reed Business Media, Inc. located at located at 150 N. Wacker Drive, Suite 1425, Chicago, IL 60606 (or its successors or assigns) as the case may be;

Space Booking Form” means an application by You to book a space to exhibit at the Exhibition, made by You to Reed in accordance with clause 2.2;

Terms” means these terms and conditions;

1.2           In these Terms, unless the context clearly indicates another intention;

(a)            headings are included for convenience only;

(b)            references to clauses and Schedules shall be to clauses and schedules of these Terms;

(c)            a reference to any gender includes other genders and the singular includes the plural and vice versa;

(d)            references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and

(e)            the words “include”, “including”, and “such as” are to be construed as if they were immediately followed by the words “without limitation”.

2. Basis of Contract

2.1           By submitting a Space Booking Form, You agree to be bound by these Terms and the venue terms and conditions of the Navy Pier License Agreement to which Reed is a party at [LINK] to the exclusion of all other terms.

2.2           Your Space Booking Form shall be made on a booking form overleaf completed in full and signed by You or on Your behalf (or in such other written, electronic or oral form as Reed in its discretion accepts) and be submitted to Reed by hand or electronically or by mail.

2.3           Your Space Booking Form is an offer to Reed to attend the Exhibition and a binding contract between You and Reed will only be formed when written confirmation of acceptance is sent by Reed to You (whether or not it is received) using the contact details provided in the Space Booking Form ("Confirmation"). You should contact Reed if You have not received Confirmation within thirty (30) days of Your Space Booking Form. Reed reserves the right in its sole discretion to refuse to accept Your Space Booking Form. Your Space Booking Form and the Confirmation shall together (also referred to as the Booking) constitute a binding contract between You and Reed which shall be subject to these Terms, the terms and conditions of the Navy Pier Agreement and to any rules and regulations issued from time to time by Reed in relation to the Exhibition. Please note that in the case of a conflict, the Booking shall take precedence over the Space Booking Form and these Terms.

2.4           The person signing the Space Booking Form on Your behalf shall be deemed to have full authority to do so and You shall have no right to claim against Reed that such person or persons did not have such authority.

2.5           Exhibitor places at the Exhibition may be limited and will be subject to availability.

2.6           You are jointly and severally liable under these Terms with any agent appointed to make the Booking on Your behalf.

3. Payment

3.1           The Deposit shall be payable by You to Reed in full and in cleared funds into Reed's nominated bank account in accordance with the terms on the Space Booking Form.

3.2           The Fee (less the Deposit if paid previously in accordance with Clause 3.1 above) shall be payable by You to Reed in accordance with the terms on the Space Booking Form and in cleared funds into Reed's nominated bank account within thirty (30) days of the date of Reed's invoice and in any event, no later than the payment due date(s) specified on the Space Booking Form.

3.3           If payment of the Fee in full is not received before the Exhibition, Reed may (at its sole discretion) either require such payment as a condition of Your entry to the Exhibition or refuse You entry to the Exhibition. No refunds of any proportion of the Fee paid (if any) will be made and any balance of the Fee will remain due and payable where entry to the Exhibition is refused under this clause 3.3.

3.4           You recognize that late payment of the Fee or other sum due hereunder will result in administrative expense to Reed, the extent of which is extremely difficult on economically impractical to ascertain. You therefore agree that if the Fee or other sum is not paid when due a late charge will be imposed in an amount equal to the greater of: (a) $100 per month; or, (b) 12% per annum of the unpaid Fee or other sum. The amount of late charge to be paid to Reed will be reassessed and added to Your obligation for each successive month until paid.

4. Provision of Space and Information Pack

4.1           On receipt of the Fee and prior to the start of the Exhibition, Reed shall provide You with:

(a)            confirmation of the size and location of Your space at the Exhibition;

(b)            the Information Pack; and

(c)            the Exhibitor’s Manual.

4.2           Reed reserves the right at any time to change the size and location of Your space at the Exhibition and shall have no liability for such change, other than an obligation to refund the proportion of the Fee resulting from the reduction in size of the space.

5. Duration of Exhibition

Exhibition hours are given in the Information Pack.

6. Booth Construction and Dismantling

6.1           You shall be responsible for the appointment of booth contractors to design, erect and dismantle Your booth and shall use the service contractors appointed by Reed to carry out all electrical, plumbing or other service installations and connections unless Reed otherwise agrees in writing. The fees of such service contractors are set out in the Information Pack or Exhibitor’s Manual and are payable separately by You to such contractors. If You fail either to instruct such service contractors or agree other arrangements with Reed, Reed shall be entitled to instruct such contractors to erect a basic furnishings package and You shall indemnify Reed for the resulting costs.

6.2           Plans for any space only booth and for any complex interior for a basic furnishings package booth must be forwarded to Reed for approval in accordance with the schedule set out in the Exhibitor’s Manual. Such plans must be approved by Reed’s structural engineers in conjunction with the local authority.

6.3           No booth or display on any booth will be permitted which in the opinion of Reed obstructs light, impedes access or views along open spaces or gangways or otherwise inconveniences or adversely affects other exhibitors. You shall comply immediately with any direction given by Reed or venue owners in respect to this matter or in respect to fire or safety precautions referred to in clause 10 below.

6.4           You and Your employees and any agents or contractors authorised by Reed may enter the Exhibition area for purposes of erecting and dismantling the booth and exhibits during the build-up and dismantling periods specified in the Exhibitor’s Manual.

6.5           If You fail to remove all of Your property or otherwise fail to vacate the Exhibition venue premises by the agreed time due to any cause whatsoever, You shall be fully responsible for any penalties imposed by the venue, or any other losses and costs incurred by Reed. As a result of Your failing to vacate the premises by the agreed time, Reed may remove any of Your property left in the Exhibition venue by You after the said time and the costs of such removal shall be paid by You to Reed on demand.

7. Exhibits

Subject to clauses 8 and 9, You shall be entitled to exhibit only those matters detailed in the Booking. You shall not exhibit the products or services of any persons or companies or any of Your subsidiaries, principals or agents which are not listed in the Booking.

8. Removal of Exhibits

Reed reserves the right to require You to remove any exhibit if Reed in its absolute discretion considers that the content therein cannot be substantiated or is libellous, obscene, undesirable, egregious or detrimental to the Exhibition, other exhibitors or the general commercial interests of Reed or any other company from time to time forming part of the same group of companies of which Reed forms part or that it infringes the rights of any third party.

9. Dangerous and Excluded Material

The following are excluded from the Exhibition: (i) any matters of an obscene, libellous or otherwise illegal nature, (ii) explosives, detonating or fulminating compounds (iii) all dangerous, noxious and harmful substances, including (but not by way of limitation) primings and fireworks, and (iv) all matters and materials prohibited or restricted by applicable law including, but not limited to, local ordinances or the venue owners. Primings, fireworks, matches and similar objects may only be exhibited in the form of imitations and on condition that they contain no flammable matter.

10. Fire Precautions and Health and Safety

10.1         All materials used for building, decorating or covering Your booth must be of a non-flammable nature and You must observe and comply with any requirements made or instructions given by any local or other relevant authority.

10.2         All personnel entering the Exhibition must comply with all fire, health and safety procedures of the venue and will obey all fire, health and safety instructions issued by the venue and/or Reed.

11. Reduction of Space

If You wish to reduce the size of Your booth space after Confirmation by Reed, you must notify Reed in writing prior to the Exhibition. Reed shall be under no obligation to agree to any reduction requested. If Reed agrees to the reduction, You shall be liable for the cancellation charges set out in clause 16 pro rata in relation to the amount by which the original booth space is reduced.

12. Relocation

The Booking shall be for the amount of space at the Exhibition as specified in the Booking. Reed is under no obligation to You to provide a particular space on the floor plan or booth number at the Exhibition. Reed reserves the right (without being required to give notice to You and without any liability to You) to alter the booth numbering, the lay-out of any Exhibition floor plan and the position of any booth at any time.

13. Occupation of Booth Space

13.1         You shall ensure that Your booth space and exhibits are occupied and attended by competent and adequate staff at all times for the duration of the Exhibition. If You fail to ensure this, You will be deemed to have cancelled Your Booking for booth space and the cancellation provisions in clause 16 will apply and Reed may resell or reallocate the relevant space.

13.2         You must notify Reed of the names and titles of any staff attending to occupy the booth at the Exhibition within 21 days before the Exhibition.

13.3         Where admission documents for exhibiting at the Exhibition are mailed to You, the risk in the goods shall pass to You upon the items being mailed out to the contact address provided on the Space Booking Form.

13.4         The details of the Exhibition shown in any material supplied by Reed to You are correct at the time of printing but You shall be responsible for checking with Reed that no alterations have been made.

13.5         You shall at all times comply and ensure that Your staff complies with the Exhibitor's Manual, the Information Pack, any rules, policies and procedures of the venue of the Exhibition, including all health and safety policies and procedures, all reasonable instructions of the venue staff and Reed representatives at the Exhibition, and all applicable laws including, but not limited to, local ordinances. Reed reserves the right in its absolute discretion to exclude or remove from the Exhibition any Exhibitor and/or its employees and its exhibits whose presence in Reed's opinion is or is likely to be undesirable without prejudice to any other rights or remedies available to Reed.

13.6         You will not commence tear down or disassembly of your booth prior to the conclusion of Exhibition.

14. Attendance by other Exhibitors

The name of any exhibitor which may appear on any floor plan or booth number or any statement made by or on behalf of Reed that any company or person is booked to attend the Exhibition provisionally or otherwise shall not constitute a warranty, representation or undertaking by Reed that any such exhibitor, person or company shall attend the Exhibition at any particular location or at all. No Booking for booth space or acceptance thereof shall be conditional on attendance or location of any other exhibitor.

15. Exhibitor Materials

15.1         You shall, on request by Reed, supply Your Content required by Reed for promotion or other media purposes relating to the Exhibition. You are responsible for creating, clearing and providing Your Content to Reed for the Exhibition.

15.2         You shall ensure all material provided to Reed or supplied directly by You during the Exhibition is accurate and is not offensive, abusive, indecent, defamatory, obscene, egregious or otherwise inappropriate for use for such purpose by Reed.

15.3         You hereby grant Reed a non-exclusive, royalty free, worldwide licence to reproduce, exhibit, distribute and use (and have reproduced, exhibited, distributed or used) Your name and Your Content provided by You in relation to (and before, during and after) the Exhibition.

15.4         You represent and warrant to Reed that:

(a)            You are the sole author and legal and beneficial owner of the Content;

(b)            You have obtained all necessary rights, consents and licences required to use, amend edit, adapt, publish the Content for the purpose of the Exhibition and Reed shall be entitled to see evidence to this effect on request;

(c)            the use, reproduction, distribution or transmission of the Content, including any exercise of the licence under clause 15.3 by Reed will not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, patent, trade mark, trade secret, or other proprietary right, false advertising, unfair competition, defamation, obscenity, piracy, invasion of privacy or rights of celebrity, infringement of any discrimination law, securities law or regulation, or of any other right of any person or entity.

16. Cancellation

16.1         Reed may (at its sole discretion) suspend the Exhibition, change the date and/or venue for the Exhibition for any reason and if You are able to attend the revised Exhibition, these Terms shall continue to apply. If You notify Reed in writing within thirty (30) days of receiving notification of the revised Exhibition that You do not wish to attend the re-arranged Exhibition Reed shall reimburse the Fee to You. Reed shall have no other liability to You.

16.2         Reed may (at its sole discretion) cancel the Exhibition at any time for any reason and shall in such event reimburse the Fee to You. Reed shall have no other liability to You.

16.3         If You wish to cancel a Booking You shall notify Reed in writing prior to the Exhibition. In the event that Your cancellation notice is received by Reed no later than nine (9) months prior to the Exhibition You will only be required to pay Reed 50% of the Fee for the cancelled Booking.

16.4         In the event that Your cancellation notice is received by Reed less than nine (9) months prior to the Exhibition You will be required to pay Reed the Fee in full for the cancelled Booking and Reed shall be under no obligation to reimburse all or part of such charges, even in the Exhibition that Reed resells or reallocates the cancelled booth space after such cancellation by You.

16.5         In the event that You have paid less than the sums due to Reed for a cancellation as set out in clauses 16.3 or 16.4 above, You will pay the balance to Reed at the same time as Your Cancellation Notice.

16.6         In the event that You have paid in excess of the sums due to Reed for a cancellation as set out in clauses 16.3 or 16.4 above, Reed will calculate and pay any refund sum which may be due to You within thirty (30) days of receipt of Your cancellation notice.

17. Termination

17.1         Reed shall have the right to terminate any Booking and/or any agreement between Reed and You to which these Terms apply by notice to You if You:

(a)            fail to make any payment due to Reed by the due dates specified in these Terms; or

(b)            are in breach of these Terms or You fail to comply with any material obligations or warranties under any agreement between the parties to which these Terms apply and in either case You do not remedy the same (if capable of being remedied) within three (3) days of receipt of notice in writing from Reed specifying the breach or failure and calling for the same to be remedied; or

(c)            compound or make arrangements with Your creditors or become insolvent or if any order is made or resolution passed for Your liquidation, winding up or dissolution or if a receiver or manager or administrative receiver or administrator is appointed over the whole or a substantial part of Your assets or of anything analogous to or having substantially similar effect of any such Exhibitions shall occur under the laws of any applicable jurisdiction.

17.2         Termination in accordance with clause 17.1 shall be treated as a cancellation by You and You will be required to pay the cancellation sums specified in clauses 16.3 or 16.4 (as appropriate).

17.3         Following completion of the Exhibition and/or termination of any agreement between Reed and You to which these Terms apply, rights granted by Reed under these Terms shall immediately terminate and revert to Reed, after which You cannot use or exploit (directly or indirectly) Your previous connection with Reed or any Exhibition or as otherwise provided for by these Terms.

18. Indemnity

18.1         You shall defend, indemnify and hold Reed harmless from and against all costs, claims, demands, proceedings, liability, losses and expenses (including reasonable legal fees) whatsoever made against or incurred by Reed as a result of, related to or arising in connection with (i) a breach of these Terms by You, and/or (ii) any acts or defaults of You, Your employees or agents in connection with the Exhibition and/or (iii) any claim brought against Reed that the Content supplied by You infringes, violates, or trespasses or constitutes the unauthorized use or misappropriation of any intellectual property of any third party.

19. Exclusion of Liability and Insurance

19.1         To the fullest extent permitted by the applicable law, Reed excludes: (a) all liability for loss, injury or damage to persons or property at the Exhibition; (b) all indemnities, warranties, representations, terms and conditions (whether express or implied); and (c) any actual or alleged indirect loss or consequential loss howsoever arising suffered by You, or any loss of profits, anticipated profits, savings, loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any other type of economic loss (whether direct or indirect). If Reed is liable to You for any reason, Reed's total liability under these Terms or otherwise in relation to the Exhibition is limited to the amount of the Fee received by Reed.

19.2         You shall effect at Your own cost insurance cover concerning insurance of exhibits, postponement or abandonment, and failure to vacate, as well as full public liability and employee liability insurance against personal injury, death and damage to or loss of property for a limit of indemnity of not less than Five Million and 00/100 U.S. Dollars ($5,000,000.00) or its equivalent and all other insurance is such amounts and in the form provided for in the Navy Pier Agreement, and Reed shall be entitled to inspect such insurance policies upon request. You shall deliver to Reed a certificate of insurance evidencing such insurance prior to entering, or anyone on your behalf entering, the Exhibition naming Reed and its agents, officers, directors and employees and Navy Pier, Inc., The Metropolitan Pier and Exposition Authority, and SMG as additional insureds.

19.3         Nothing in these Terms shall exclude or restrict either party's liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment.

20. General

20.1         Neither party shall be liable to the other in respect of any non performance of its obligations by reason of any act of God, civil war or strife, act of foreign enemy, invasion, war, satellite failure, legal enactment, governmental order or regulation, industrial action, trade dispute, lock-out, riot or any other cause beyond their respective control provided always that in any such event the duration of the agreement between the parties shall be extended over which such event continues.

20.2         If any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of Terms and this shall not affect the enforceability of the remainder of these Terms nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

20.3         You may not assign or transfer any rights or obligations under these Terms to any third party without Reed's prior written consent.

20.4         Reed may assign, or transfer these Terms and the rights and obligations under it to any other party at any time and shall inform You thereof in writing within a reasonable time thereafter.

20.5         Any notice or other information to be given by either party under these Terms shall be made by first class prepaid mail and first class prepaid airmail (if international) to the address above or to an address or e-mail address supplied, by Reed or You (as applicable) for the such purpose, and shall be deemed to have been communicated two (2) business days after mailing, if sent by first class mail, five (5) business days after mailing if sent by airmail and on the date of sending, if sent by e-mail.

20.6         No waiver or any breach of any of these Terms shall be deemed to be a waiver of any other breach and no waiver shall be effective unless in writing.

20.7         No term or provision in these Terms shall be varied or modified unless agreed in writing and signed by the parties.

20.8         These Terms together with any other document incorporating these Terms shall constitute the entire agreement and understanding between the parties in relation to its subject matter.

20.9         The parties acknowledge and agree that they have not relied on and shall have no right of action in respect of any representation, warranty or promise except as expressly provided in these Terms and for such representation, warranty or promises made fraudulently and all conditions, warranties or other terms implied by statute or common law are by these Terms excluded to the fullest extent permitted by law.

20.10      You acknowledge and allow that data submitted by You in connection with a Booking may be used for the purposes of updating Your details on Reed’s databases and of compiling statistical information on You. For further information, please read our privacy policy, which can be found at http://www.william-reed.com/terms-conditions/privacy-policy.

20.11      These Terms and any agreement to which these Terms apply shall be governed by the laws of the State of Illinois and shall be subject to the exclusive jurisdiction of the any court of competent jurisdiction in Cook County, Illinois, without regard to conflict of laws rules. For any dispute under this Agreement, any claim (including, but not limited to any claim for injunctive or monetary relief) will be brought only in a court of competent jurisdiction in Cook County, Illinois, and neither You nor Reed will object to the exercise of personal jurisdiction by such court. The prevailing party in any action or proceeding to enforce or interpret this Agreement shall be entitled to recover the costs, expenses and attorneys’ fees incurred by such prevailing party in connection with any such action or proceeding.