We are excited that you are interested in serving as a vendor at the upcoming Coalition of Black Excellence (“CBE”) Week Summit taking places on the dates of February 21 and 22, 2019 during CBE Week 2019. To get started, we will need some information from you.
vendor TERMS &
Terms & Conditions
The 2019 Coalition of Black Excellence (“CBE”) Week Summit (“Summit”) is organized and managed by CBE. Any matters not covered in these Terms & Conditions (“Terms”) are subject to the sole interpretation of CBE, and all vendors presenting during the Summit (“you” or “Vendor”) must abide the decisions of CBE and its designees. CBE shall have full power to interpret, amend, and enforce these Terms, provided any amendments, when made, are brought to the notice of Vendors. This means that all Vendors must abide by these Terms and all instructions of CBE, including those written and spoken. Each Vendor, for himself and his employees, agrees to abide by the rules and regulations provided herein and by any amendments or additions thereto in conformance with preceding statement.
- DEFINITIONS.The following definitions apply to these Terms:
- 1 “CBE Marks” means the name, trademarks, service marks, logos, and other brand indicia associated with CBE, CBE Week, and the associated Events that CBE makes available to Vendor under these Terms.
- 2 “Events” means the events set CBE-sponsored activities taking place during CBE Week 2019, February 18 – 24, 2019.
- 3 “Marketing Materials” means marketing collateral and related materials used to advertise, promote, and market CBE Week and the associated Events.
- 4 “Vendor Marks” means your name, trademarks, service marks, logos, and other brand indicia associated with you that you make available to CBE under these Terms.
- ASSIGNMENT OF EXHIBIT SPACE. Exhibit space is assigned on first-come, first-served basis following receipt of all required funds. Space is assigned in CBE’s sole discretion. Applications without an authorized signature will not be processed.
- INSTALLATION AND DISMANTLE OF EXHIBITS.CBE reserves the right to fix the time for the installation of an exhibit prior to the Summit and for its removal after the conclusion of the show. Under no circumstances will the addition to or removal of any portion of an exhibit be permitted during show hours. All exhibit spaces must remain intact until the close of the Summit though you are encouraged to remove your goods and personal items at the end of each day for safekeeping as CBE is not responsible for loss of any Vendor property. Installation must occur only during the installation times designated in the Official Vendor Fair Schedule, which shall be provided to you no later than two weeks prior to the Summit. All exhibit spaces must be properly installed, fully operational and show-ready no later than 8:00AM PT on Day 1 of the Summit for the final inspection of the exhibit hall by CBE and/or its designee. Dismantle may not begin until after 2:00PM PT on February 22, 2018. Early dismantle and/or removal of an exhibit may result in the loss of exhibit privileges. The Summit hours during which you may exhibit are tentative and subject to change. If the Official Vendor Fair Schedule changes, you will be notified using the contact information provided. You must complete arrangements for removal of your material from the San Francisco Hyatt Regency in accordance with the instructions provided in the Official Vendor Fair Schedule. No one under the age of 18 will be permitted to serve as a Vendor or manage an exhibit, nor may such an individual be present on the floor during installation and dismantle hours.
- UNOCCUPIED EXHIBIT SPACE. Space not occupied by 8:00AM PT on Day 1 of the Summit will be forfeited and your space may be resold, reassigned or otherwise used by CBE without refund, unless otherwise agreed in writing between you and CBE.
- CANCELLATION POLICY. All Vendors who cancel before 15 January 2018 will receive a full refund minus a 10% non-refundable deposit required to book exhibit space. Any Vendors who cancel on or after 1 February 2018 will forfeit the full cost of their exhibit space and CBE will retain all monies paid.
- NO ASSIGNMENT OR RESALE. You may not assign, sublease or otherwise share all or a portion of their exhibit space with any party except a wholly-owned subsidiary, a sister corporation or a company that represents you, without the express written consent of CBE. This prohibition will be strictly enforced.
- EXHIBIT SPACE DESIGN & CONDUCT. You must immediately modify or remove any portion of an exhibit that obstructs the view, interferes with the privileges of other Vendors, extends beyond the designated exhibit space, creates a hazard, or for any reason becomes objectionable, in CBE’s sole discretion. You are responsible for keeping the aisles near your exhibit space free of congestion caused by demonstrations or other promotions within your assigned space. All demonstrators or other promotional activities must be confined to the limits of the assigned exhibit space. Any conduct by you and/or individuals associated with you that may be viewed as objectionable and/or contrary to the spirit of the Summit, in CBE’s sole discretion, may result in the expulsion of you and any individuals accompanying you, in which case no refund will be provided and you (and any guests or employees) will be required to gather all belongings and vacate the Summit immediately. CBE reserves the right to inspect the quality of the appearance of each exhibit prior to the start of the Summit.
- ADA COMPLIANCE. All exhibits must comply with the public accommodation provisions of the Americans with Disabilities Act of 1991(ADA). Any exhibit with raised flooring must be ramped.
- TRADEMARKS. You hereby grant CBE, a worldwide, non-exclusive, non-transferable, sublicensable, royalty-free right and license to use the Vendor Marks solely in connection with the advertising, marketing, and promotion of CBE, CBE Week and the associated Events for the Term. Nothwithstanding the foregoing, CBE shall also have the right to reference you and use approved Vendor Marks in an archival manner to discuss organizations that have served as vendors. CBE’s use of the Vendor Marks does not convey CBE’s approval, endorsement, certification, or referral of any product or service of any Vendor.
CBE grants Vendor a limited license to utilize the CBE Marks for the sole purpose of advertising Vendor’s presence at the 2019 Summit.
- PHOTOGRAPHY & FILMING OF EXHIBITS. You have control over the space you have rented and may prevent those considered competitors from gaining access to, photographing, or videotaping your exhibit by placing a request with CBE and/or security. The taking of pictures, other than by the official photographer/videographer of CBE, is expressly prohibited during setup, dismantling and non-exhibit hours. Only you may grant permission to have your exhibit photographed, videotaped, or an audio presentation taped, during exhibit hours. No Vendor shall deny any reasonable request from CBE or the official photographer/videographer to photograph or film the exhibit from outside the perimeter of the designated exhibit space.
- GENERAL LIABILITY, SECURITY & INSURANCE. CBE makes no warranty, expressed or implied, that security measures will avert or prevent occurrences that may result in loss or damage. Each Vendor must make provisions for the safeguarding of his or her goods, materials, equipment and display at all times. CBE will not be liable for loss or damage to the property of any Vendors, their representatives or employees from theft, fire, accident, act of God, war or any other causes. CBE will not be liable for injury to Vendors or their employees or for damage to property in their custody, owned or controlled by them, which claims for damages, injury, etc., may be incident to or arise from, or be in any way connected with their use or occupation of display space, and Vendors will indemnify and hold CBE harmless against such claim. You assume all liability for any damage to the facility’s floor, walls, lighting fixtures, etc. as a result of your negligence or intentional acts, as well as any negligent or intentional acts of your employees and/or guests. You will abide by and observe all laws, rules, regulations and ordinances of any government authority and of the contracted facility, the San Francisco Hyatt Regency. You will pay and hold CBE, its Board, volunteers, representatives, and the San Francisco Hyatt Regency harmless from any and all damages, loss or liability of any kind whatsoever resulting from injuries to persons or property occurring during and on the premises of the Summit. The San Francisco Hyatt Regency may also seek damages from you directly where it is determined that your act, neglect, or wrongdoing, or that of any of your officers, agents, representatives, guests or employees, invitees or other persons that you permit upon the premises has caused harm to the premises.
- LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNITY OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CUSTOMERS, OR AGENTS, FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING LOST PROFITS OR GOODWILL, OR FOR PUNITIVE OR EXEMPLARY DAMAGES, WHETHER SUCH PARTY KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER UNDER A THEORY OF CONTRACT, TORT OR OTHERWISE.
- SURVIVAL. The provisions of these Terms that by their nature are intended to survive termination or expiration of this agreement and the associated Events, shall so survive.
- RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- GOVERNING LAW. These Terms will be governed by and interpreted in accordance with the laws of the State of California, excluding that body of law related to choice of laws, and for any action or proceeding to enforce these Terms or to adjudicate any dispute arising under these Terms, the parties consent to jurisdiction and venue in the Superior Court for the State of California in and for the County of San Mateo, and the United States District Court for the Northern District of California.
- FORCE MAJEURE. Neither party shall be liable for any delay or failure in performance due to any reason or unforeseen circumstance beyond the affected party’s reasonable control, including, without limitation, shortages or delays in obtaining materials from suppliers that cannot reasonably be cured by obtaining the needed materials from another source, fires, riots, rebellions, wars, acts of terrorism, accidents, explosions, floods, storms, acts of God, and similar occurrences.
- SEVERABILITY. All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, this agreement shall be interpreted as if such valid agreements or covenants were not contained herein.