2019 BIG TEXAS COMICON EXHIBITOR TERMS AND CONDITIONS
1. Defined Terms
The term "Event" means Big Texas Comicon, currently scheduled to be held on September 20-22, 2019 ("Event Dates") at the Henry B. Gonzalez Convention Center ("Exhibit Facility"). The Event is owned, produced and managed by Big Texas Comicon, LLC ("BTC"). As used hereinafter, the term "Organizer" means, collectively, BTC, and each of its/their respective officers, directors, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise.
The term "Vendor" means, collectively (I) the company, any other business entity, or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by BTC in the manner stated below and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives, and/or invitees, as applicable. Examples of descriptions are vendors, dealers, exhibitors, artists, crafters, etc.
2. Contract Acceptance
This contract shall become binding and effective only when it has been signed on the facing page by Vendor and counter-signed on the facing page by a duly authorized representative of BTC.
3. Assumption of Risks; Releases
Vendor expressly assumes all risks associated with, resulting from or arising in connection with Vendor's participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Vendor, whether caused by negligence, intentional act, accident, act of God or otherwise. Vendor has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by its insurer). Neither Organizer nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by or to Vendor. Neither Organizer nor the Exhibit Facility shall be liable for, and Vendor hereby fully and forever release and discharge the Organizer and the Exhibit Facility, individually and collectively, and their present and former officers, directors, shareholders, partners, affiliates, employees, agents, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross-claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys' fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively "Claims") which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Vendor's participation and/or presence in the Event. Vendor acknowledges that there is a possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract.
Vendor shall on a current basis, indemnify, defend and hold Organizer and the Exhibit Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys' fees and expenses, which result from or arise out of or in connection with (a) Vendors' participation or presence at the Event; (b) any breach by Vendor of any agreements, covenants, promises or other obligations under this contract; (c) any matter for which Vendor is otherwise responsible under the terms of this contract; (d) any violation or infringement (or claim or violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of Vendor; (f) harm or injury (including death) to Vendor; and (g) loss or damage to property or the business or profits of Vendor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Vendor shall not settle or compromise any claims against Organizer without Organizer's prior written consent.
5. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL ORGANIZER OR THE EXHIBIT FACILITY BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER FOR ANY OF THE ACTS OR OMISSIONS WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL ORGANIZERS MAXIMUM LIABILITY UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT ACTUALLY PAID TO BTC BY VENDOR FOR EXHIBIT SPACE RENTAL PURSUANT TO THIS CONTRACT. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.
6. Qualifications of Vendor
BTC, in its sole discretion, shall have the right to determine whether a prospective vendor is eligible to participate in the Event. Applicants who have not previously exhibited at a prior event held by Organizer similar to that of the Event may be required to submit a description of the nature of their business and the items intended to be exhibited. BTC reserves the right to restrict or remove any exhibit which BTC, in its sole discretion, believes is objectionable or inappropriate. No adult materials (as defined pursuant to San Antonio’s municipal code) may be displayed or sold. Regarding “Artist Alley” booth purchases, these booths will only be available for exhibitors that produce original art; no commercially produced art or prints are allowed.
7. Assignment of Space
Exhibit space shall be assigned by BTC in its sole discretion for the Event and for the Event Dates only. Any such assignment does not imply that similar space will be assigned for future events held by Organizer. BTC reserves the right to change the floor plan or to move a Vendor to another booth location prior to or during the Event if BTC in its sole discretion determines that to do so is in the best interest of the Event.
8. Cancellation by Vendor
Vendors who cancel exhibit space by July 20, 2019 will be refunded total due. Vendors who cancel exhibit space between July 21, 2019 and August 20, 2019 will pay a cancellation fee of 50% of total due. There will be NO REFUNDS for cancellations made after August 20, 2019.
9. Cancellation by BTC
If Vendor fails to make a payment required by this contract in a timely manner, BTC may terminate this contract immediately (and Vendor's participation in the Event) without further notice and without obligation to refund monies previously paid. BTC reserves the right at its discretion to refuse Vendor permission to move in and set up an exhibit if Vendor is in arrears of any payment due. BTC is expressly authorized (but has no obligation, expressed or implied) to occupy or dispose of any space vacated or made available by reason of action taken under this paragraph in such manner as it may deem best, and without releasing Vendor from any liability hereunder. BTC may also terminate this contract effective upon written notice of termination if Vendor breaches any of its obligations under the contract without any obligations, expressed or implied, on BTC's part to refund any payments previously made and without releasing Vendor from any liability arising as a result of or in connection with such breach. If BTC removes or restricts an exhibit which BTC considers to be objectionable or inappropriate, no refund will be due Vendor.
10. Cancellation of the Event
If BTC cancels the Event due to circumstances beyond the reasonable control of BTC (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility), BTC shall refund to each Vendor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of Organizer's liabilities to Vendor. BTC reserves the right to cancel, re-name or re-locate the Event or change the dates on which it is held. If BTC changes the name of the Event, relocates the Event to another event facility within the same city or changes the dates for the Event to dates that are not more than thirty (30) days earlier or thirty (30) days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Vendor; provided however, BTC shall assign use of such space to Vendor pursuant to the terms of this contract. If BTC elects to cancel the Event other than for reasons previously described in this paragraph, BTC shall refund to each Vendor its entire exhibit space rental payment previously paid, in full satisfaction of any and all liabilities on the part of the Organizer to Vendor.
11. Exhibit Space Occupancy
Hours and dates for installing, occupying and dismantling exhibits shall be those expressly specified by BTC. If Vendor fails to install its display in its assigned space by one hour before show opens or leaves its space unattended during the Exhibit hours, BTC shall have the right to take possession of the space and no refund will be due to Vendor. All exhibits must be open for business during the Event hours. Vendor may not dismantle the display until the Event is officially closed by BTC. Vendors may not assign their display space to third parties.
12. Listings and Promotional Materials
By Vendor's participation in the Event, Vendor expressly grants to BTC a fully paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Vendor in any directory (print, electronic or other media) listing the exhibiting companies at the Event and to use such names in BTC promotional materials. BTC shall not be liable for any errors in any listing or descriptions or for omitting any Vendor from the directory or other lists or materials. Vendor agrees that BTC may also take photographs of Vendor's booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any BTC promotional purpose.
13. Care of Exhibit Facility
Vendor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities, booth equipment or the property of others caused by Vendor.
14. Taxes and Licenses
Vendor shall obtain any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event at its sole expense. Vendor shall obtain any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event. Texas law REQUIRES a sales and use tax permit that can be obtained through the Texas Comptroller’s Office.
15. Copyrighted Materials
Vendors shall not sell, play, permit the playing or performance of, or distribute any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties, fees or other payments.
16. Observance of Laws
Vendor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Exhibit Facility (including without limitation any union labor work rules). Without limiting the generality of the foregoing, Vendor shall construct its exhibits to comply with the Americans with Disabilities Act.
17. Additional Terms and Conditions
BTC has sole control over attendance policies. Except as provided to the contrary in this contract; all monies paid by Vendor shall be deemed fully earned and non-refundable at the time of payment. Vendor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw acceptance of the contract, BTC in its sole judgment may refuse to consider for participation in future events held by Organizer any Vendor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment or modification to this contract must be in writing and signed by an authorized representative of BTC. Vendor may not assign this contract or any right hereunder nor may Vendor sublet or license all or any portion of its exhibit space without the prior written consent of BTC.
18. Incorporation of Rules and Regulations
Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by BTC in its sole discretion. BTC may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon reasonable notice to Vendor. Any such rules and regulations are an integral part of this contract and are incorporated herein by reference and shall have the full force and effect as if such rules and regulations are fully set forth herein. Vendor shall observe and abide by additional regulations made by BTC as soon as these additional rules or regulations are communicated to Vendor.
19. Character of Displays: Use of Aisles and Common Areas
Distribution of samples and printed matter of any kind, and any promotional material is restricted to the exhibit booth. All exhibits shall display products or services in a tasteful manner as determined in BTC's sole discretion. The aisles, passageways and overhead spaces remain strictly under control of BTC and no signs, decorations, banners, advertising material or special exhibits will be permitted in any of these spaces except by written permission of BTC. Uniformed attendants, models and other employees must remain within the booths occupied by their employers. Any and all advertising distribution must be made from Vendor only from within his or her booth. Equipment must be arranged so that show visitors do not stand in the aisle while examining equipment or watching demonstrations. Strolling entertainment or moving advertisements outside of an Vendor's exhibit space is prohibited.
20. Sound Advertisements
The use of devices for mechanical reproduction of sound or music is permitted, but must be controlled. Sound of any kind must not be projected outside of the exhibit booth. Vendors are specifically prohibited from employing any carnival-type attraction, animal or human, or from operating such noise-creating devices as bells, horns or megaphones. BTC reserves the right to determine sound interference with others and Vendor shall comply with any request by BTC to discontinue any such sound or music.
21. Fire and Safety Laws
Federal, state and city laws must be strictly observed. A full listing of these laws can be provided by the Henry B. Gonzalez Convention Center.
22. Rights of Offset; Enforcement
In the event Vendor is indebted to BTC, whether or not such indebtedness arises from this or any other agreement, BTC shall have the right in its discretion, to apply any refunds of exhibit booth fees properly due Vendor to such other indebtedness in the event legal action is filed by BTC to enforce the terms and provisions of the agreement, the prevailing party in such action shall be entitled to reimbursement of court costs and reasonable legal fees.
23. BTC will be providing to you from time to time additional materials which will specify additional terms and conditions for your participation and/or presence at the Event. Such additional terms and conditions are hereby fully incorporated herein by reference and shall have the full force and effect as if such terms and conditions are fully and expressly set forth herein. You hereby agree that all information containing terms and conditions provided to you by BTC shall be deemed fully read and understood by you and that you shall be bound by all the terms and conditions contained herein and therein.
About Big Texas Comicon
September 20th-22nd, 2019
A pop culture convention for the whole family, Big Texas Comicon brings top tier talent from the world of movies, TV, comics and more to downtown San Antonio at the Henry B. Gonzalez Convention Center September 20th-22nd, 2019.
You can interact with some of your favorite celebrities, get one of a kind autographs, and shop at some of the most unique vendors and artists in south Texas.
With our many years in the pop-culture convention industry, we’ll have an amazing show with a celebrity guest lineup San Antonians have come to expect.