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Terms, Rules, and Regulations

Exhibitor Agreement

ROCK WHAT YOU GOT EXHIBITOR TERMS, RULES AND REGULATIONS 

KnowledgeSphere, Inc. is a Minnesota corporation primarily d/b/a Rock What You Got with affiliated services including the Twin Cities Women’s EXPO, Pay Gap & We’re Gonna Talk About It (collectively, RWYG”)RWYG has developed and implemented these terms and conditions to ensure a safe and accessible event (the “EXPO”) as well as protect the business operations of all exhibitors, sponsors, and RWYG. By registering and submitting payment as an exhibitor, the exhibitor listed below (the “Exhibitor”) accepts and agrees to all of the following terms, rules and regulations: 

1. GENERAL RULES FOR EXHIBITS AND EXHIBITORS

a. RWYG reserves the right to determine the eligibility of any exhibitor, product, signage or material for inclusion in the EXPO. No Exhibitor shall exhibit, or permit to be exhibited, any items that were not specified at the time of registration. Exhibitor asserts that it has accurately represented the nature of its business and the products and services to be displayed. RWYG may limit the number of available spaces, the types and nature of products or remove exhibits that it determines are disruptive, objectionable or inappropriate and represents that it has the necessary authority, licenses, or permission to participate in the EXPO and will not display any product or signage without proper approvals.

b. Exhibitor represents and warrants that all displayed products comply with all applicable U.S. laws, regulations and requirements, including any applicable safety standards that may be issued by the Consumer Product Safety Commission and the emission regulations issued by the Environmental Protection Agency.

c. Exhibitor agrees to occupy the contracted exhibit space for the entirety of the EXPO hours. Any Exhibitor being observed tearing down or otherwise vacating its booth before the EXPO closes, will be assessed a fine equal to 50% of its exhibit fee or $250, whichever is greater.

d. Exhibitor hereby assumes all responsibility for, and all costs and expenses arising from use during the EXPO of any music, written material, dramatic rights, inventions, devices, products, or similar items that are the subject of any copyright, trademark, service mark, trade name, patent, trade secret, franchise or other contractual or statutory protection. Exhibitor agrees to indemnify, defend and hold harmless RWYG and its directors, officers and employees from any claims, damages, costs or expenses, including, without limitations, attorneys’ fees and expenses, incurred by any of them that arise out of or in connection with such use or misuse.

e. Exhibitors may not sublease or assign its exhibit space. Sublease includes renting, sharing, donating or in any way allowing another company or person to display or advertise in an exhibitor’s space. Non-exhibiting firms may not place stickers, placards, or other signs anywhere in or at the EXPO. All exhibiting businesses must have an approved registration.

f. Exhibitor hereby grants RWYG, a non-exclusive, non-transferable right and license to use the intellectual property, logos and trademarks of Exhibitor for purposes of promoting the EXPO and future events produced by RWYG. 

g. Exhibitor is prohibited from using the EXPO to solicit or otherwise infringe on any other Exhibitor’s space during the EXPO. 

h. Exhibitor’s advertising and marketing of its participation in the EXPO shall comply with all guidelines provided by RWYG in the Exhibitor kit provided to Exhibitor at time of registration. RWYG will provide Exhibitor with logos, applicable language, tag names or hyperlinks for Exhibitor to promote its participation in the EXPO. Exhibitor agrees not to use the MARKS of the EXPO in any way that infringes on or otherwise misuses RWYG intellectual property. Any violation may result in revocation and cancellation of Exhibitor’s booth without refund. RWYG decision on all matters if final.

i. Exhibitor is not guaranteed any specific space, location or other representations of attendee traffic other than those expressed in this Agreement. RWYG may alter or change the map, number of booths, size of booths, location, decorations or other esthetics of the EXPO and no warranties are made of any minimum requirements. RWYG reserves the right to change any, and all, details of the EXPO at any time and without notice, including, but not limited to dates, times, venue, speakers, advertising, floor layout, or relocate Exhibitor without liability. RWYG retains the right to establish and amend or modify any regulations governing use of the facility and the EXPO. 

j. Exhibitor acknowledges and accepts that individuals represented at your booth as well as your booth materials may be included in photographs and/or videos taken during the EXPO. These photos and videos may be used by RWYG to promote the EXPO during and after the EXPO without any additional permission or consideration.  

k. Exhibitor further agrees that RWYG may promote your participation in the EXPO via social media, newsletter, website or other channels.  

2. PAYMENTS AND CANCELLATIONS 

a. Payment is required to ensure Exhibitor space is reserved. Immediately upon approval of Exhibitor by RWYG, Exhibitor must make payment via credit or debit card via the web portal. Payment options may be available via the portal, but are not guaranteed. Exhibitor may request additional payment options and any exceptions will be the sole and final decision of RWYG 

b. Payments made and returned for non-payment will result in a $40 insufficient funds fee. If full payment of cleared funds is not received within 24 hours of notification for non-payment, RWYG may cancel exhibition space and make it available to another person.  

c. Refunds for cancellations by Exhibitor will not be provided for any reason.  

d. Exhibitor will receive a full refund only in the event RWYG does not approve Exhibitor, the layout of the venue changes and exhibit booths are unavailable, or Exhibitor cannot be accommodated because the venue is oversold. No additional liability or claims for damages, other than payments already made by Exhibitor, are enforceable. 

3. DIRECT MERCHANDISE SALES 

a. Exhibitor may sell product directly to the consumer at the EXPO provided Exhibitor has the appropriate licenses and certifies that it will report and submit the required sales taxes. All Exhibitors are required to complete MN Department of Revenue Form ST19 and return it to RWYG at the time of payment. Missing ST19 forms may result in cancellation. https://www.revenue.state.mn.us/sites/default/files/2011-11/st19.pdf 

b. FOOD and BEVERAGE. If Exhibitor product is a food or beverage, advance permission and planning is required by RWYG. Venues have strict rules regarding the sale of food and beverages in its locations and any item may not be allowed as determined solely by RWYG. Exhibitor may offer samples in limited quantities, if approved, and must have the applicable licensing, insurance and health department licenses and take care to ensure the public is protected and provide such proof to RWYG upon request. 

c. RWYG reserves the right at its full discretion to limit the type, quantity or category of merchandise exhibited or sold at the EXPO 

4. INDEMNIFICATION, WAIVERS AND LIABILITY RELEASE 

a. Exhibitor releases RWYG its contractors and their respective directors, officers, employees, agents, and members, and each of them, from any claims, liabilities, losses, damages, costs, attorney’s fees or expenses relating to or arising out of any injury to any personnel of Exhibitor or to any other person or any loss of or damage to any property of Exhibitor or any other property where such injury, loss, or damage is incident to, arises out of, or is in any way related to Exhibitor’s participation in the EXPO, and the Exhibitor shall be responsible for any such injury, loss, or damage, and any expenses relating thereto.  

b. Exhibitor, without regard to assignment, lease, sublease license or occupancy shall indemnify, hold harmless, defend and reimburse RWYG, its vendors, and the venue and their managers contractors, directors, officers, employees, agents and members, and each of them (the “Indemnities”) from and against any and all actions, causes of action, claims, demands, liabilities, losses, damages, costs or expenses, of whatsoever kind and nature, including judgments, interest and reasonable attorney’s fees, costs of litigation, and all other costs, expenses and charges, which Indemnities incur or may incur for any reason resulting from, relating to or arising out of Exhibitor’s participation in the EXPO. 

c. This Agreement shall be governed by and construed in accordance with the substantive laws of the State Minnesota. Any claim arising out of, or relating to, this Agreement or the breach thereof, shall be venued in the courts of the State of Minnesota, Fourth Judicial District, Hennepin County Minnesota. The prevailing party shall be entitled to an award of its attorney’s fees and costs against the other party. 

d. Exhibitor is responsible for obtaining insurance for its own property, personnel (including Workman’s Compensation), materials, product and any other items from any damages or loss through theft, fire, accident, or other cause and accepts all risks associated with the use of the exhibit space and its environs. The Exhibitor shall not make any claim or demand or take any legal action whatsoever against RWYG, the facility in which the EXPO is held, for any loss, damage or injury, however caused. Any damage, loss or destruction of any property on premises caused by Exhibitor, its employees, agents or materials is the responsibility of Exhibitor, whether directly or indirectly, from any intentional or negligent act or omission is the responsibility of Exhibitor. Exhibitor may be asked to provide RWYG with a Certificate of Insurance listing KnowledgeSphere Inc. 

5. FORCE MAJEURE 

a. RWYG shall have no liability to Exhibitor whatsoever for any matter or thing resulting from events that are outside of its reasonable control, including, without limitation, natural disasters such as fire, flood, earthquakes, hurricanes, snow or thunderstorms, tornadoes; acts of war, national or regional emergency, government regulation (including lockdowns, venue use or capacity restrictions or closures, medical directives and restrictionsand individual or community quarantines)venue restrictions or closures, changes or denials of coverage by insurance carrier(s)disaster, strikes, labor stoppages or slowdowns, or other industrial disturbances, civil disorder or unrest, curtailment of utilities or transportation facilities, infectious disease (including COVID-19 and its variants), terrorism, or other events similar to any of the foregoingThis Section 5(a) shall apply both when performance is rendered impossible, when performance is rendered unreasonably difficult, impracticable, or unprofitable, and when RWYG’s purpose in entering this agreement is frustratedRWYG will provide Exhibitor with notification as soon as reasonably practicable its intent to invoke a Force Majeure and its effect upon the performance of the obligations under this Agreement. 

6. VIOLATIONS OF AGREEMENT 

a. If Exhibitor violates or breaches any terms or conditions of this agreement, all payments made by the Exhibitor and all amounts due to RWYG shall be deemed earned by RWYG and all deposits received shall be non-refundable and non-transferable.  In the event of any violation or breach of the terms and condition of this Agreement, RWYG reserves the right to immediately occupy the space previously reserved for Exhibitor and utilize it in any manner as it deems appropriate, including, but not limited to, re-licensing its use to another exhibitor.  The Exhibitor shall not be entitled to any offset or mitigation as a result of the use of or payment for the space by another exhibitor in the EXPO 

b. RWYG shall have the power to adopt, amend, interpret and enforce all EXPO terms, rules and regulations with respect to the operation and conduct of the EXPO, any Exhibitor observed to be soliciting business in the aisles or other public spaces, in another exhibitor’s booth or in violation of any of these rules will be asked to leave immediately and additional penalties may apply, including removal of Exhibitor’s booth.  

c. No failure of RWYG to enforce, or any delay in the enforcement of, any rules, regulations, laws or any right, power or remedy that RWYG may have under this Agreement shall impair any right, power or remedy that RWYG may have under this Agreement. 

 

The agreement may be signed electronically by agreeing to the terms and conditions through our electronic application and payment portal.  

Rock What You Got is an event and exposition owned, produced and operated by KnowledgeSphere, Inc, a Minnesota Corporation at 2288 University Ave W, Suite 206 St Paul, MN 55114. Any questions may be directed to hello@rockwhatyougotlive.com 

TCWE_2021_Exhibitor_Agreement_Final_SFMarket Revised March 2021 
2275585.v2 

ROCK WHAT YOU GOT™

2288 University Ave. W. Ste 206
St Paul, MN 55114 | (612) 351 8180 hello@rockwhatyougotlive.com