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“Booth(s)” means the physical space an Exhibitor is authorized to occupy during the dates, times, location, and under the terms and conditions specified in this Agreement. “SCMA” means the South Carolina Manufacturers Alliance. “Exhibitor” means the applicant for exhibit space named in this agreement (“Agreement”). “Facility” means the location of the 2019 South Carolina Automotive Council & AIAG Supply Chain & Quality Conference (the “Conference”) named in this Agreement, specifically the Trident Technical College Conference Center in North Charleston, South Carolina. “Sponsor” means an individual or organization that sponsors the Conference. Certain Sponsors may also be Exhibitors if they elect to have an exhibit at the Conference that is part of their individual sponsorship package. BOOTH ASSIGNMENTS: SCMA cannot guarantee booth locations and SCMA reserves the right to change location assignments at any time, as it may in its sole discretion deem necessary. BOOTH LAYOUT AND STRUCTURES: Exhibitors are not allowed to erect walls and any other structures which hinder the line of sight of neighboring Booths. If in doubt, contact SCMA for approval. SCMA reserves the right to ask companies to remove certain structures and move equipment if required. ASSIGNMENT AND SUBLEASE: Exhibitor shall not sublet the Booth(s) or any equipment provided by SCMA, nor shall Exhibitor assign this Agreement in whole, or in part, without written notice to, and written approval from, SCMA. Such determination of approval or denial is in SCMA’s sole discretion. INSTALLATION & DISMANTLEMENT: Exhibitor agrees to comply with assigned move-in and installation days and hours. Exhibitor shall not enter the Facility and Booth(s) and the exhibits therein, may not be installed in the Facility prior to a time later designated SCMA to the Conference. Please note, violation of this provision subjects Exhibitor to the penalties outlined in the Contract Violations set forth below. EXHIBITOR APPOINTED CONTRACTORS: Exhibitor agrees to indemnify, defend, and hold harmless SCMA, together with its agents and employees, from and against any and all claims or damages caused by the activities of Exhibitor and any appointed contractor used by Exhibitor in connection with Booth(s) used by Exhibitor in the Facility. LIABILITY: This Agreement shall not constitute or be considered to form a partnership, employer-employee relationship, joint venture, or agency between SCMA and Exhibitor/Sponsor. Exhibitor/Sponsor hereby agrees to and does indemnify, hold harmless and defend SCMA, its agents and employees, from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever (including, but not limited to, cost, interest, and attorneys’ fees) which they may incur, suffer, be put to, pay, or be required to pay, incident to or arising directly or indirectly from any intentional or negligent act or omission by Exhibitor/Sponsor or any of its representatives, agents, employees, servants, licensees, or invitees. Exhibitor/Sponsor further agrees that SCMA, and its agents and employees, shall not be responsible in any way for: (i) damage, loss, or destruction of any property of Exhibitor/Sponsor or (ii) injury to Exhibitor/Sponsor or its representatives, agents, employees, licensees, or invitees. SECURITY: Although some form of security service may be furnished at the Facility, SCMA cannot and will not be responsible for damage to, loss and/or theft of property belonging to any Exhibitor/Sponsor, its agents, employees, business invitees, visitors, or guests. Each Exhibitor/Sponsor shall carry its own insurance. Exhibitor/Sponsor agrees to produce photo identification if requested by SCMA and its agents and appointees, and to allow such individuals, at their sole discretion, to search any items Exhibitor/Sponsor brings into the Facility. FIRE SAFETY: All curtains, drapes, signs, banners, acoustic materials, plastic, cloth, and all other decorations of Exhibitor must be constructed of a fire-resistive material and a certificate of flammability must be provide by Exhibitor upon request of SCMA or an agent, employee, or designee of the Facility. No combustible materials, merchandize, or signs shall be attached to table skirting facing aisles unless specifically authorized by SCMA or an agent, employee, or designee of the Facility. Decorations, signs, banners, etc. may not be taped, nailed, tacked, stapled, or otherwise fastened to ceilings, walls, painted surfaces, or columns of the Facility. Automobiles, trucks, tractors, machinery, and other motor vehicles utilizing flammable fuels which are placed on display inside the Facility shall comply with all local, city, and municipal regulations with jurisdiction over the Facility. All fuel tanks shall be locked or effectively sealed, and battery cables shall be disconnected from the ignition system. Displays are subject to inspection and approval for safety by an agent, employee, or designee of the Facility. PAYMENT: Upon acceptance of Exhibitor’s/Sponsor’s application by SCMA and payment in full by Exhibitor/Sponsor, this Agreement shall be in full force and effect and Exhibitor’s payment shall be non-refundable. BOOTH CANCELLATION BY EXHIBITOR: Due to SCMA’s need to fund certain expenses in advance, all Exhibitor’s payments are non-refundable. Substitutions are not allowed without the express, written consent of SCMA. FORCE MAJEURE: In the event the Facility or any part of the exhibit area thereof is unavailable, whether for the entire event or a portion of the event, as a result of fire, flood, tempest, inclement weather, or other such cause, or as a result of governmental intervention, malicious damage, acts of war, terrorism, strike, lock-out, labor dispute, riot, or other cause or agency over which SCMA has no control, or should SCMA decide, because of such cause, that it is necessary to cancel, postpone, or relocate the Conference or reduce the move-in and installation time, show time, or move-out time, SCMA shall not be liable to indemnify or reimburse Exhibitor/Sponsor in respect of any damages or loss, direct or indirect, arising as a result thereof. BADGES: Each Exhibitor/Sponsor representative must wear their own SCMA-issued name badge at all times while in the Facility. OBJECTIONABLE PRACTICES OR DISPLAYS: Use of noisemakers, huckster-type promotion and presentation, judged by SCMA, in its sole discretion, not to be in good taste, lacking in dignity, or not keeping with the purpose of SCMA and the Conference are prohibited. SCMA reserves the right to restrict Exhibitor’s use of sound and other devices, which may interfere with the best of SCMA and the Conference as a whole. Additionally, Exhibitor agrees to abide by any noise restriction requests made during the event. This will primarily apply while stage presentations are underway, during which time Exhibitors and others in the exhibit area will be asked to be quiet out of respect for speakers and those listening to the presentations. Please note, violation of this provision subjects Exhibitor to the penalties outlined in the Contract Violations set forth below. POLICY ON SUITCASING, OUTBOARDING, AND COMPETITIVE EVENTS: In order to protect each valued Exhibitor/Sponsor and their investment in attending the Conference, our rules strictly prohibit “suitcasing” or “outboarding” by individuals, attendees, or companies who transact business at the Conference or at official the Conference hotel(s), who have not purchased an exhibit booth. By suitcasing or outboarding the event, an individual, attendee, or company gains an unfair competitive advantage over each Exhibitor/Sponsor of the Conference that have invested money, time, and other resources to exhibit at the event. The Conference rules also prohibit any individuals, attendees, or companies from scheduling an event that competes with an official event sanctioned and publicized by the Conference. “Competitive Events” are any events that compete for conference attendees by being scheduled during the same or overlapping timeframe as an official event scheduled by the Conference, whether the event is educational, an exhibition, or a social event. Competitive Events seek to draw conference attendees away from an official event sanctioned by the Conference and are therefore detrimental to the success of the official event, and the investment of the Conference sponsors. “Suitcasing” refers to those non-exhibiting companies or persons who go to the Conference as an attendee, but “work the aisles” form their suitcase/briefcase and solicit business in the aisles or lobby area. “Outboarding” refers to non-exhibiting companies or persons that set up exhibits or evets at off-site locations, hotel hospitality suites, or restaurants and encourage the Conference to leave the conference and spend time with them. Those found to be in noncompliance with this provision/policy may, in the sole and absolute discretion of SCMA, be asked to leave the Conference, and may no longer be welcomed at, or allowed to attend, exhibit, or sponsor, at any future SCMA events. DISTRIBUTION OF MATERIALS: All promotional materials for Exhibitor/Sponsor products or services may be distributed only at the exhibit booths. Exhibitors/Sponsors are prohibited from distributing materials elsewhere in the Facility, Facility common areas, or host hotels. ALCOHOLIC BEVERAGES: No alcoholic beverages or other illegal substances shall be sold or given away at the Facility or its common areas. INTERIOR SIGNS: Placing signs or placards on painted walls of the Facility is prohibited. Adhesives are not permitted on painted walls. Failure to comply with this provision shall result in a charge to Exhibitor in the amount of the damage repair expenses. PRODUCTS LIMITATIONS: Only those products and/or services considered by SCMA as relating directly to the automotive industry may be exhibited at the sole discretion of SCMA. Products containing hazardous elements, chemicals, and/or compounds may not be exhibited at the Conference. UNAUTHORIZED ACCESS: No person, firm, or organization, which has not signed an Agreement with SCMA for occupancy of exhibit space in the Conference, will be permitted to display or demonstrate any products, processes, or services; to solicit orders; to wear any identification; or to distribute advertising or other materials during exhibiting hours of the Conference. Any infringement of this provision will result in prompt removal of the offending person(s) from the Facility. REGISTRATION: Exhibitor/Sponsor also agrees to be bound by terms and conditions set forth as part of the registration process for the Conference, and all such terms and conditions are hereby incorporated by reference to this Agreement. CONTRACT VIOLATIONS: Complaints of any violation of the terms and conditions of this Agreement are to be made promptly to SCMA. Each Exhibitor/Sponsor and their personnel agree to abide by the decision of SCMA. If Exhibitor/Sponsor fails to abide by any of the terms and conditions of this Agreement, SCMA may, int its sole and absolute discretion: • Immediately remove and/or shut down the exhibit and/or the offending Exhibitor at the expense of Exhibitor (prior to or during the Conference); • Ban the offending Exhibitor/Sponsor from one or more future SCMA events for a period up to 24 months; • Revoke placement preference in one or more future SCMA events; and/or • Seek any monetary damages allowed under this Agreement. INTERPRETATION: Any and all matters, not specifically covered by the preceding terms and conditions of this Agreement, shall be subject to the decision of SCMA. SCMA shall have the full power to interpret and enforce the terms and conditions of this Agreement. Each Exhibitor/Sponsor, for itself, its employees, agents, and business invitees, agrees to abide by the foregoing terms and conditions of this Agreement, and the referenced rules and regulations therein. APPLICABLE LAW AND FORUM: This Agreement shall be governed by the laws of the State of South Carolina. Exhibitor/Sponsor agrees to abide by the rules and regulations of the Facility. Exhibitor/Sponsor, SCMA, and all other parties agree that jurisdiction for any dispute resolution shall be South Carolina. ENTIRE UNDERSTANDING: This Agreement expresses the entire understanding and all agreements of the parties hereto with each other and supersedes all prior contemporaneous discussions of the parties, whether oral or written, and neither party hereto has made or shall be bound by any agreement or any warranty or representation to the other party which is not expressly set forth in this Agreement. By reviewing this Agreement and paying SCMA for the right to be an Exhibitor/Sponsor at the Conference, confirms Exhibitor/Sponsor agrees to be, and is authorized to bind Exhibitor/Sponsor, to the terms and conditions of this Agreement. SEVERABILITY: In the event that any clause or provisions of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. CONTACT INFORMATION: For further information, please email John Wall at wall@myscma.com or call (803) 799-9695.