Sponsorship and Festival Marketing Terms and Conditions
These Sponsorship and Festival Marketing Terms and Conditions supplement the terms and conditions applicable in (i) the sponsorship section of the sponsorship contract or (ii) other similar documents that references these terms and conditions. Now therefore, in consideration of the foregoing and the mutual benefits and promises set forth in this terms and conditions and Agreement and other good and valuable consideration the sufficiency of which is hereby acknowledged, Organizer and Sponsor agree as follows:
3.1. Sponsorship Fee. Sponsor will pay Organizer the fee set forth in the Sponsor Contract (overdue amounts are subject to interest at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law) due and payable set forth in the Sponsor Contract. Failure to make timely payment shall result in a forfeiture of Sponsor’s sponsorship rights and benefits.
3.2. Additional Costs. For the avoidance of doubt, Sponsor must pay for all activation/exhibitor and marketing costs; such costs are in addition to the Sponsorship Fee. Organizer shall only provide the location. For example, Sponsor shall pay for: Event product costs for display and sampling, delivering and storing its own product(s), power, Wi-Fi, signage, transportation/fees/per diem/lodging of Sponsor’s employees, independent contractors, staff, guests, panelists, celebrities that Sponsor wishes to bring to the 2020-2021 Events and at 2021 Event site.
5.1.1. Organizer Licenses. Organizer hereby grants to Sponsor a limited, non-exclusive license to use Organizer’s name and accompanying logo service marks (“Organizer Licensed Marks”) to promote the 2021 Event during the Term. Sponsor shall not sublicense or transfer Sponsor’s license to use the Organizer Licensed Marks to any person or entity without the prior written consent of Organizer. Sponsor may only use the Organizer Licensed Marks for the limited purpose of advertising its affiliation with the 2020-2021 Event.
5.1.2. Sponsor Licenses. Sponsor grants to Organizer a limited, non-exclusive license to use Sponsor’s name, logo, service marks and trademarks (“Sponsor Licensed Marks”) to promote the 2021 Event, as well as to include Sponsor in listings and descriptions of 2021 Event sponsors, including for post 2021 Event promotional activities and to promote future events. Organizer shall not sublicense or transfer Organizer’s license to use the Sponsor Licensed Marks to any person or entity without the prior written consent of Sponsor.
5.2. Announcements and Confidentiality. Sponsor and Organizer each acknowledges that the terms and conditions of this Sponsorship Agreement and all non-public information and data provided by each Party to the other pursuant to this Sponsorship Agreement (collectively, “Confidential Information”) are confidential. Sponsor and Organizer each agrees that it will not use Confidential Information for any purpose other than in connection with the performance of its obligations or the exercise of its rights under this Sponsorship Agreement, or disclose Confidential Information to any person other than its officers, employees, agents, representatives, attorneys, accountants, financiers, banks, distributors, wholesalers, retailers, exhibitors, licensees and permitted assignees on a need-to- know basis only, or unless and only to the limited extent compelled by law, subpoena or court order to disclose same. Neither Party will issue any press release or public announcement which mentions the actual terms of this Sponsorship Agreement without the prior written approval of the other Party; either Party may make public statements without the other Party’s consent regarding the fact that Sponsor is a sponsor of the 2021 Event.
8.1. Organizer hereby represents and warrants that (a) Organizer is a limited liability company duly organized and validly existing under the laws of the State of California, with its principal place of business in the State of California; and (b) Organizer has the full right, power, and authority to enter into and perform this Sponsorship Agreement.
9.1. Sponsor will defend, indemnify and hold harmless Organizer, any parent, affiliate, distributor, licensee or assignee of Organizer, and its and their respective owners, shareholders, members, managers, officers, directors, employees and agents from and against all Claims arising out of or in connection with (a) any exploitation of the Sponsor Licensed Marks or any other rights hereunder; (b) any other material of any kind supplied by Sponsor hereunder, including, but not limited to, foods, drinks and other consumables distributed or handed out at the 2021 Event; (c) any illegal act committed by Sponsor in connection with the Sponsorship Agreement or the 2021 Event; (d) the improper use by Sponsor of the Organizer Licensed Marks accessed by or provided to Sponsor; or (e) any breach by Sponsor of any representation, warranty or agreement set forth in this Sponsorship Agreement.
9.2. Organizer will defend, indemnify and hold harmless Sponsor, any parent or affiliate, and its and their respective owners, shareholders, members, managers, officers, directors, employees and agents from and against all Claims, arising out of or in connection with (a) any exploitation of the Organizer Licensed Marks or any other rights hereunder; (b) any other material of any kind supplied by Organizer hereunder; (c) any illegal act committed by Organizer in connection with the Sponsorship Agreement or the 2021 Event; (d) the improper use by Organizer of the Sponsor Licensed Marks accessed by or provided to Organizer; or (e) any breach by Organizer of any representation, warranty or agreement set forth in this Sponsorship Agreement.
9.3. “Claims” shall mean third-party claims, losses, liabilities, actions, judgments, costs and expenses of any kind (including without limitation reasonable outside attorneys’ fees and costs).
11.1. Notices. All notices, accountings, payments and any other document that either of the parties is required or may desire to serve upon the other party (“Notices”) must be in writing and shall be deemed to have been duly given or made: (a) if sent by personal delivery, on the day it is delivered; (b) if sent by registered or certified mail, postage prepaid and return receipt requested, on the fifth day after depositing in the mail; or (c) if sent by a nationally-recognized overnight or express courier, all postage and other charges prepaid, on the next business day after it is sent. Notices to Organizer will be sent to Organizer at Wellness Your Way Festival LLC, Attention: Business and Legal Affairs, 3435 Ocean Park Blvd., Ste. 107-628, Santa Monica, CA 90405, with copy to firstname.lastname@example.org; and Notices to Sponsor will be sent to Sponsor at the address provided on the Sponsor Contract.
11.2. Force Majeure. Event Cancellation and Force Majeure
If WYWF is prevented from carrying out its obligations as it pertains to the in person Event you are sponsoring as a result of any cause beyond its control, or such Event cannot be held or does not occur due to acts of God, strikes, labor disputes, government requisitions, restrictions or regulations on travel, hotel or facility availability, commodities or supplies, war or apparent act of war, terrorism, disaster, civil disorder, epidemic or pandemic, curtailment or restriction on transportation facilities, or any other comparable calamity, casualty or condition (collectively a “Force Majeure”) WYWF Sponsors can receive a 30% refund on the package price or you may choose to activate at the next Physical Event for no additional charge. WYWF does not assume responsibility for any additional costs, charges, or expenses; to include, charges made for travel and lodging.
If the Festival organizers decide to postpone the April Physical Event due to Force Majeure, partners will still receive exposure via the Virtual events, and, if included in the original sponsorship agreement, the Kroger In-Store program. Sponsors will have the option to roll the agreed activation fees into the rescheduled in-person event in 2021 or receive a 30% refund on their activation fees and forego their activation at the rescheduled 2021 in-person event.
If The Wellness Experience in-person event is postponed in April, the in-person event will be moved to October 2021.
11.3. Severability; Entire Agreement; Modifications. The invalidity or unenforceability of any provisions of this Sponsorship Agreement shall not affect the validity or enforceability of any other provision of this Sponsorship Agreement, which shall remain in full force and effect. This Sponsorship Agreement is the complete and final agreement between the parties with respect to the subject matter hereof. This Sponsorship Agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing.
11.4. Governing Law; Exclusive Jurisdiction. This Sponsorship Agreement will be construed in all respects in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed therein. No delay in enforcing any right under this Sponsorship Agreement will constitute a waiver of such right. All disputes arising under this Sponsorship Agreement that cannot be resolved informally will be submitted for confidential binding arbitration before a single arbitrator (who shall have experience in the entertainment industry) in Los Angeles, California pursuant to the rules of the American Arbitration Association. The award of the arbitrator will be final and binding and may be entered for judgment in any court of competent jurisdiction in Los Angeles County. Any dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Sponsorship Agreement), if any, that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County. The parties shall each bear their own respective costs and attorneys’ fees.
11.5. Rules of Construction. Paragraph headings are used in this Sponsorship Agreement for convenience only, and will not be used to interpret or construe the provisions of this Agreement.
11.6. Relationship of the Parties. Nothing contained in this Sponsorship Agreement is intended or is construed to create any association, agency, partnership, joint venture or labor relationship, whether actual or apparent between the parties. Except as may be expressly provided herein, no Party shall have any expressed or implied right or authority to assume or create any obligations on behalf of or in the name of any other Party or to bind any other Party to any contract, agreement or undertaking with any third party.
11.7. Amendments to Standards, Rules and Policies. Organizer reserves the right to modify all standards, rules and policies, and to adopt additional standards, rules and policies in its sole discretion. Any such additions and modifications shall be made available promptly to Sponsor and shall be effective immediately upon adoption, and Sponsor agrees to comply with all such modifications and additions.
This Agreement was last updated on October 8, 2021.
Contact details, such as real name, alias, postal address, telephone or mobile contact number, unique personal identifier, online identifier, Internet Protocol address, email address and account name
B. Personal information categories listed in the California Customer Records statute
Name, contact information, education, employment, employment history and financial information
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Gender and date of birth
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Fingerprints and voiceprints
F. Internet or other similar network activity
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G. Geolocation data
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J. Education Information
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K. Inferences drawn from other personal information
Inferences drawn from any of the collected personal information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics
Last updated 10/08/20
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These Additional Terms and Conditions supplement the terms and conditions set forth in the exhibit space contract executed by Organizer. Any sponsorship opportunity contracted for by exhibitor in connection with the Festival is governed by the Sponsorship and Event Marketing Terms and Conditions.
1. ELIGIBLE EXHIBITS. Organizer reserves the right to determine whether any company or product is eligible for inclusion in the Festival. This determination may be made at any time before or after the start of the Festival. Exhibitor or its agent/agency must have no outstanding past due invoices with Organizer or its affiliates. Past due invoices billed to the exhibitor or its agent/agency must be paid before exhibitor will be allowed access to the Festival.
2. FLOOR PLAN. The floor plan for the Festival will be maintained as originally presented, wherever practicable. However, Organizer reserves the right, in its sole discretion, to modify the floor plan to the extent necessary for the best interests of the Festival, the exhibitors, and the industry. All measurements shown on the floor plan are approximate, and Organizer reserves the right to make such modifications as may be deemed necessary, making equitable adjustment for any exhibitor thereby affected.
3. EXHIBIT SPACE ASSIGNMENT. Space assignment will be indicated on the confirmation of acceptance of the exhibit space contract by Organizer. Exhibitor may have an opportunity to be placed on a Wait List for an alternative location on the Festival floor. All requests must be made through an Account Manager. Exhibitor must have space contracted and appropriate payment received to be moved in accordance with the Wait List request. Exhibitor must rent sufficient space to contain its exhibit completely within the confines of the booth lines. Equipment may not extend into the aisles, over the aisles, or across exhibitor’s purchased booth line. Heights and depths specified in applicable Exhibitor agreement must be observed. Organizer reserves the right to relocate exhibitor in comparable space for the best interest of the Festival. In the event of relocation, exhibitor will be advised in writing and given the option of selecting another location with an equivalent value. If for any reason, an alternative location cannot be provided, exhibitor’s sole and exclusive remedy shall be a refund of the unearned portion of the rental fee; provided, however, that Organizer’s liability for any error or failure to provide the exhibit space shall in no event exceed a refund of the amounts actually paid by exhibitor hereunder.
4. SHARING/SUBLETTING SPACE. Exhibitor shall not assign, sublet, subcontract or apportion the whole or any part of the space allotted, and may not share exhibit space or allow representatives, equipment, or materials from any subsidiary, division, or any other company or entity in exhibitor’s space without including the name(s) of such subsidiary, division or other company or entity on the exhibit space contract and obtaining the prior written consent of Organizer. Should exhibitor decide to cancel, the exhibit space reverts back to Organizer.
5. EXHIBITOR SHOW BOOK AND FESTIVAL POLICIES. A Festival Show Book containing detailed information will be available and provided to Exhibitor by TWE selected third party exhibition vendor. The Festival Show Book will contain, among other things, information regarding shipment, labor, electrical service, rental items and exhibit hours. All services, such as furniture, carpeting, labor, cleaning, storage of boxes and crates, shipping and other special services must be arranged through the official TWE exhibit services contractor. Exhibitor must abide by the regulations and guidelines included in the Festival Show Book. Organizer shall have sole control over the official Festival policies applicable to attendees, which will be available on the Festival website.
6. INSTALLATION AND DISMANTLING OF EXHIBITS. Delivery of freight and installation of exhibits will take place on the dates and at the times specified on your Eventival Visitor Page portal. Organizer reserves the right to resell the exhibit space if the exhibitor booth is not set up by the date and time specified in the Eventival Visitor Page preceding Festival floor opening. Organizer reserves the right to have the official exhibit services contractor install the exhibit or remove unopened freight at the expense of the exhibitor. Exhibitor accepts full and sole responsibility for any injury or damage to persons or property resulting from failure to distribute the placement of its exhibit material in accordance with the floor loading specifications. Dismantling may not begin until the close of the Festival on the final day of the Festival. Goods and materials used in any display shall not be removed from the festival grounds until the Festival has officially closed. Any exception to this rule must have the written approval of Organizer. Dismantling must be completed and all exhibit materials removed by the final move-out date and hour set forth in the Festival Show Book. Exhibitor is advised to remove small, portable items immediately upon conclusion of the Festival.
7. DISPLAYS AND ATTIRE. It is exhibitor’s responsibility to create an attractive display area that is in good taste (as determined by Organizer) and enhances the overall appearance of the Festival and is a credit to the industry. Organizer reserves the right to approve the character of the display and to prohibit any display which, because of noise or other objectionable features, detracts from the general character of the Festival. Any part of an exhibit space which does not reflect the purpose of the Festival must be corrected at the exhibitor’s expense. Organizer reserves the unilateral right to correct any unsightly exhibit, and exhibitor agrees to pay for expenses incurred in making the necessary alterations. If corrections cannot be made, the exhibit shall be removed at exhibitor’s cost, with no liability accruing to Organizer.
Exhibit Design. All booth furnishings, including audio and video, should be appropriate for a general audience and should not be offensive or violate common decency. In the event of a complaint about a booth’s content, Organizer will investigate. If content is determined to be offensive or inappropriate, the exhibitor must cease use of such content.
Attire. Organizer reserves the right to determine appropriate exhibitor/presenter attire and manner. Exhibitors and their personnel should present a professional image and appearance. If for any reason the attire of exhibitor’s personnel is deemed inappropriate by Organizer, the exhibitor may be asked to make suitable changes to the attire of its employees, exhibit staff and/or models. If necessary, the exhibitor may be asked to remove individual(s) wearing the inappropriate attire in question at exhibitor’s sole expense. Exhibitors with questions about compliance with these guidelines should consult Organizer in advance of the Festival.
8. DEMONSTRATIONS. Exhibitor shall observe the “good neighbor” policy at all times and not intrude upon or disrupt other exhibitors while they are conducting business on the Festival floor. Exhibits should be conducted in a manner not objectionable or offensive to neighboring booths. All demonstrations and the use of photographers, musicians, entertainers, loud speakers, sound system equipment and noise-making devices must be restricted to within the exhibitor’s booth, unless it has express prior written authorization. Entertaining attendees in booths must be arranged so that exhibitor’s personnel and attendees do not block aisles or overlap into neighboring exhibits. Operation of any equipment for demonstration purposes must be pre-approved in writing by Organizer. Organizer reserves the right to determine when any demonstrations become objectionable or interfere with adjacent exhibit spaces and may, if necessary, require that they be discontinued.
9. SOUND. Disruption or noise level from any demonstration or sound system must be kept to a minimum and may not interfere with others. The use of devices for mechanical reproduction of sound or music is permitted (up to 85 decibels), but must be controlled and not be projected outside the confines of the exhibit booth. No noise makers or anything not in keeping with the character and high standards of the Festival may be distributed or used by exhibitor in the exhibit area. Organizer reserves the right to determine at what point a disruption or sound level constitutes interference with other exhibits and must be discontinued.
10. PHOTOS AND VIDEOS. Exhibitor may take photos or videos of its displays; however, exhibitor is not permitted to directly take pictures of any other display or instruct others to take such pictures without written permission of Organizer and the exhibitor whose display is being photographed. Notwithstanding the foregoing, exhibitor authorizes Organizer and its Representatives (as defined in Section 19 below) to photograph and/or record all or any part of the Festival (including, without limitation, exhibitor’s exhibit space and personnel), and exhibitor hereby grants Organizer the worldwide, perpetual, royalty free right and license to reproduce, distribute, transmit, publicly perform and publicly display all such photographs and recordings (and any derivative works thereof) in any medium (now existing or hereafter developed).
11. SAMPLES, PUBLICATIONS, PRIZES, LIST ACCESS. Samples, giveaways, catalogues, pamphlets, souvenirs, industry publications and printed matter or promotional material of any kind may be distributed by exhibitor and its representatives (including hosts and hostesses) only within the confines of its booth, with the exception only of designated sponsorships and marketing opportunities for which exhibitor has contracted with Organizer. Exhibitor may not conduct any prize drawings or awards for signing of names and addresses without the prior written approval of Organizer. Organizer reserves the right to limit access to lists of attendees and exhibitors and any other list or information gathered by Organizer or its contractors.
12. ORDERS. No direct/retail selling is permitted on the Festival floor. Attendees may place orders with exhibitors for products/services at the Festival, but the product or service ordered/purchased must be delivered to the attendee after the close of the Festival. No soliciting of attendees shall be permitted in the aisles or in other exhibitors’ booths. Signs showing the prices of items must not be displayed.
13. FOOD AND BEVERAGES. Food and/or beverages may only be supplied by exhibitor with the prior written consent of Organizer and the Festival facility.
14. EXHIBITOR REPRESENTATIVE. Exhibitor must name at least one person (including hotel and local phone number) to be its representative with primary responsibility on the floor for the exhibitor’s display (including installation, operation and removal of the exhibit). Such representative shall be authorized to make decisions and enter into service contracts that may be necessary (or as requested by Organizer onsite or in the case of an emergency) and for which the exhibitor shall be responsible.
15. EXHIBITOR PERSONNEL. Exhibitor will furnish Organizer, in advance, the names of those persons who will staff the booth. Representatives manning the exhibit will be owners, employees or agents of exhibitor, and such representatives will wear proper badge identification furnished by Organizer. Supplying personnel badges to current or prospective customers by exhibitor is expressly forbidden. If such use of exhibitors’ badges is made, individuals wearing the badges will be removed from the premises and the badges will be confiscated.
16. DISPLAYS AND EXHIBITS OUTSIDE FESTIVAL. Exhibitor agrees that, outside of its own designated exhibit space at the Festival in accordance with the Agreement, it will not (nor will it permit its agents or distributors to) conduct any display or exhibit or distribute publications or any product bearing its trademark within a three mile radius of the Festival or the Festival’s officially designated hotels during the dates of the Festival. This limitation does not apply to participation in other trade association exhibitions which may coincidentally be ongoing in the same city or to exhibitor’s regular place of business or Festival room. Violation of this provision by exhibitor will constitute a material breach of the Agreement, and Organizer may, in its sole discretion, cancel the Agreement. Upon cancellation, exhibitor will remove its display and any equipment contained on the festival grounds and forfeit all payments made pursuant to the Agreement.
17. SOCIAL FUNCTIONS/SPECIAL EVENTS. Hospitality functions (including meetings, unless approved by Organizer) are not permitted during Festival hours or Festival sponsored events. Any social function or special event during the dates of the Festival in the host city is reserved for exhibiting companies and must be approved by Organizer.
18. COMPLIANCE WITH LAWS/STANDARDS. Exhibitor shall comply with all federal, state, and local laws, rules, standards, regulations and ordinances (“Laws”), including but not limited to copyright laws, the Americans with Disabilities Act (if applicable), and all Laws pertaining to business licenses, health, fire prevention and public safety, and all Organizer and Festival facility rules and regulations. Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and any licenses, permits or approvals required under any Law and for paying all taxes (including all sales taxes), license fees, use fees, or other fees, charges, levies or penalties that may become due to any governmental authority in connection with its participation in the Festival. All amounts due from exhibitor to Organizer are exclusive of VAT or other similar taxes, which amounts shall be invoiced to and borne exclusively by exhibitor. Subject to applicable Laws, all amounts due from exhibitor to Organizer shall be paid in full in U.S. dollars (unless a different currency is specified on the exhibit space contract) without reduction for withholding or other taxes, deductions or offsets of any kind. If applicable, (i) exhibitor shall pay the cost of conversion to U.S. dollars, and (ii) any required withholdings or taxes will be paid by exhibitor to the appropriate third party. Exhibitor must comply with union work rules if union labor will be made available. If Organizer becomes aware of exhibitor’s failure to comply with any applicable Law, such failure to comply shall be cause for rejection or removal of exhibitor and its exhibit from the Festival. All property of exhibitor is understood to remain in exhibitor’s possession, custody and control in transit to, from, or within the confines of the festival grounds, and is subject to the rules and regulations of the Festival.
Fire & Safety Laws. Federal, state and local fire and safety Laws must be strictly observed. Flammable or hazardous fluids, substances, or materials of any nature are prohibited in the booth and in the storage area behind the booth. No decorations of paper, pine boughs, leafy decorations, tree branches or other flammable materials are allowed. All decorative materials, including cloth decorations, must be flame-proofed and comply with local fire regulations. Transferring of flammable liquids while in the festival grounds is expressly prohibited. Electrical equipment and wiring must comply with fire department and underwriter rules and meet all safety codes. Smoking at the Festival is forbidden. Crowding will be restricted. Aisles and fire exits cannot be blocked by exhibits.
Copyrights/Music Performance Rights Licenses. Exhibitor must obtain music performance rights licenses through ASCAP and/or BMI (and/or any other necessary performing rights associations) , if exhibitor intends to use copyrighted music in its booth. Organizer is not responsible for the music used by exhibitor, and without limiting exhibitor’s indemnification obligations otherwise set forth in the Agreement, exhibitor hereby agrees to indemnify, defend and hold harmless Organizer, all other Festival Providers (as defined in Section 19 below), and each of their respective Representatives (as defined in Section 19 below) for any and all Claims (as defined in Section 20 below) related to any copyright violations that result from exhibitor’s failure to obtain the appropriate licenses.
License. Exhibitor agrees that Organizer and its affiliates shall have the perpetual, worldwide, royalty free license and right to collect and maintain, and to reproduce, publish, display, transmit, distribute, adapt, create derivative works from, syndicate and otherwise exploit or use, commercially or otherwise, in any medium, any and all information related to exhibitor’s products, likenesses, photographs, video or otherwise that are made available to Organizer in connection with the Festival or any other events owned, organized, managed, or operated by Organizer in which exhibitor participates, in each case whether prior to, concurrently with, or following exhibitor’s submission of the exhibit space contract.
19. LIABILITY FOR DAMAGE. Exhibitor will be liable for any damage caused in any manner, including by fastening displays or fixtures to the building floors, walls, columns or ceilings or to the standard booth equipment and for any damage to equipment furnished by Organizer or designated service suppliers. Exhibitor may not apply paint, lacquer, adhesive or any other coating to building walls and floors or to standard booth equipment. Organizer its equity owners and affiliates; Festival facility management and its owners, affiliates, lessors and lessees; and official exhibit service contractors and security services (all of the foregoing in this sentence, collectively, “Festival Providers”) and each of their respective officers, directors, officials, employees, agents, contractors and representatives (collectively, “Representatives”) will not be responsible for the safety or any loss, theft, destruction or damage to property of, or for any injury to, exhibitor or its Representatives for any reason, including without limitation, due to theft, strikes, fire, water, storm, vandalism or other causes (and exhibitor waives all claims against Festival Providers and their Representatives, and releases all of them from all liabilities, with respect to same). Although Organizer will take reasonable precautions by assigning security personnel to provide perimeter security, which provides a measure of security in protecting exhibits from loss, it is exhibitor’s responsibility to insure its property against loss and theft.
20. INDEMNIFICATION. Exhibitor agrees to indemnify, defend, and hold harmless (and to the maximum extent permissible under applicable law, exhibitor hereby expressly releases and discharges ) Organizer and its equity owners, affiliates, assignees, licensees, guests and all other Festival Providers, and each of their respective Representatives from and against any and all alleged and/or actual claims, actions, lawsuits, proceedings, damages, penalties, demands, losses, expenses, fees (including reasonable attorney fees), costs or liabilities of any kind or nature whatsoever (collectively, “Claims”), including but not limited to any Claim for property damage and/or personal injury, in connection with, caused by or arising out of the attendance at and/or participation in the Festival by (a) exhibitor, (b) its Representatives (or any other party acting on exhibitor’s behalf), or (c) any of exhibitor’s servants, invitees, patrons or guests (all of the foregoing in clauses (b) and (c), collectively, “Related Parties”), whether as a result of (i) exhibitor’s or any Related Party’s act, omission, negligence or willful misconduct, (ii) exhibitor’s or any Related Party’s actual or alleged violation of any policy of, or actual or alleged breach of any agreement with, Organizer or any other Festival Provider, (iii) exhibitor’s or any Related Party’s actual or alleged violation of any applicable Laws, (iv) exhibitor’s or any Related Party’s actual or alleged infringement of any third party rights, including without limitation, the infringement of any patented, trademarked, franchised or copyrighted music, materials, devices or dramatic rights used or incorporated in the Festival by exhibitor or any Related Party, or (v) otherwise, and in each case, whether or not foreseeable. This provision shall survive any termination or expiration of the Agreement.
21. INSURANCE. Exhibitor is required to carry property and liability insurance in amounts sufficient to cover any losses or liabilities exhibitor may incur in connection with the Festival, including without limitation, due to damage or loss to exhibitor’s property or injury to the person and/or property of others. Notwithstanding the foregoing, at all times that exhibitor has access to the Festival grounds, exhibitor shall maintain at a minimum the following insurance from an insurance company rated B+ or above by A.M. Best Company (or equivalent insurance rating agency):
(a) Workers’ compensation/employer’s liability insurance in compliance with the laws of the state where the Festival is held, with a liability limit that complies with statutory requirements; and
(b) General commercial liability insurance, including contractual liability and advertising injury coverage, with a minimum liability limit of not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate.
Exhibitor’s policy should add Wellness Your Way Festival, LLC dba The Wellness Experience and Inclusion Companies, LLC and their respective affiliates, the applicable Festival facility, and any other official exhibitor service contractor as additional insureds.
By executing the Agreement, exhibitor represents and warrants that it has all such insurance in effect and that it shall maintain all such insurance at least through exhibitor’s occupancy of the exhibit space and the Festival facility. If requested by Organizer, exhibitor shall provide a certificate of insurance evidencing the required coverage
22. REJECTED EXHIBITS. Exhibitor acknowledges and agrees that its exhibit shall be admitted and shall be permitted to remain in the Festival only upon continued strict compliance by exhibitor with all terms, conditions, standards, policies and other provisions of the Agreement. Notwithstanding such compliance, Organizer reserves the right to reject or remove exhibitor’s exhibit, in whole or in part, from the Festival for any reason whatsoever. If exhibitor’s exhibit is rejected or removed without cause given, Organizer shall return to exhibitor the unearned portion of the rental fee. Any violation by exhibitor of the Agreement, including without limitation, any violation of the rules and regulations of the Festival or facility, shall subject exhibitor to termination of the Agreement and the forfeiture of exhibit space and any monies paid on account thereof, and Organizer shall be entitled to exercise any other rights or remedies under applicable law. Upon written notice of termination, Organizer shall have the right to take possession of exhibitor’s space, remove all persons and properties of or related to exhibitor, and hold exhibitor accountable for all risks and expenses incurred in such removal. No portion of the rental fee shall be returned if rejection or removal occurs upon violation of the Agreement.
23. FORCE MAJEURE. Organizer shall not be liable for delay or failure of performance or fulfillment of this Agreement (including delivery of exhibit space) caused by an act of God; action by any governmental or quasi-governmental entity; fire, flood or other disaster; public enemy; insurrection; riot; explosion; embargo; terrorist attacks; strikes whether legal or illegal; labor or material shortage; work slowdown; transportation interruption of any kind; authority of law; the building being destroyed or substantially damaged; or any other cause beyond the control of Organizer (“Force Majeure Event”). If the Festival is not held due to any Force Majeure Event, Organizer will refund to exhibitor the amount paid for its exhibit space less expenses incurred by Organizer for the Festival up to the date of cancellation.
24. AMENDMENTS TO STANDARDS, RULES AND POLICIES. Organizer reserves the right to modify all standards, rules and policies, and to adopt additional standards, rules and policies in its sole discretion. Any such modifications and additions shall be made available promptly to exhibitor and shall be effective immediately upon adoption, and exhibitor agrees to comply with all such modifications and additions.
25. DEFAULT. Exhibitor shall pay the fee set forth in the exhibit space contract (overdue amounts are subject to interest at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law). Exhibitor will not be permitted entry to the Festival unless full payment has been made of all outstanding past due invoices billed to exhibitor or its agent/agency. Any default by exhibitor under this Agreement shall constitute a default under any and all other agreements between Organizer and exhibitor including, but not limited to, all contracts relating to the Festival (e.g., sponsorship and event marketing contracts and other fee-based or barter activities; each an “Ancillary Contract”). In such event, Organizer, in its sole discretion, shall be entitled to apply any amounts deposited or paid by exhibitor under any Ancillary Contract to amounts due under this Agreement. If application of any such amount causes a default under an Ancillary Contract, Organizer shall be entitled to such remedies as may be provided in such Ancillary Contract. Similarly, any default under any Ancillary Contract shall constitute a default hereunder and shall entitle Organizer to its remedies hereunder. Exhibitor will be responsible for all expenses (including reasonable legal fees) incurred by Organizer in collecting amounts past due. Upon a material breach hereunder (e.g., failure to pay the fees due in strict accordance with the payment terms set forth in the exhibit space contract, failure to comply with any rules, regulations or standards, or default under any Ancillary Contract), Organizer shall have the right to immediately terminate this Agreement and exhibitor’s participation in the Festival without incurring any liability therefor.
26. GENERAL. Each party agrees to perform its obligations hereunder as an independent contractor to the other party, and this Agreement does not create any actual or apparent agency, partnership, joint venture, or relationship of employer and employee between them for any purpose, including taxes or employee benefits. Neither party is authorized to enter into or commit the other party to any agreements, and neither party will represent itself as the agent or legal representative of the other party. Exhibitor will not make or consent or cause to be made any public announcement, or produce, distribute or publish, or consent or cause to be produced, distributed or published, any press release or other public statement referring to the subject matter or content of this Agreement, or the business relationship between the parties, without the express, prior written approval of Organizer. This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions, and the state and federal courts located in Los Angeles, CA shall have exclusive jurisdiction of any actions arising in connection herewith, and each party hereby submits to the jurisdiction of same. Exhibitor may not assign or subcontract its rights or obligations under this Agreement without the prior written consent of Organizer. All of the terms and provisions of this Agreement shall be binding on, and shall inure to the benefit of, the respective successors and permitted assigns of the parties. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
This Agreement was last updated on February 22, 2021.
REMINDER: Photography of any kind is not permitted at The Wellness Experience (“TWE”) without a press credential. Videography of any kind is not permitted without a Press Lounge staff escort or a special credential.
Press badges are reserved for well-qualified editorial staff from approved media outlets. Press credentials are not carried over year to year, you must register each year. This admission will allow eligible news reporters, online media, influencers, photographers, or camera persons access to festival during public show hours. A detailed list of eligible personnel is below.
TWE reserves the right to refuse media badges, without cause, during pre-registration as well as onsite media registration. Due to high demand, media badges are limited in number.
Press Badge privileges include:
Please note: TWE has the right to refuse or withdraw media credentials or guest passes at anytime for any reason in its sole discretion. If you have questions about press credentials, please contact us at firstname.lastname@example.org.
Please visit contact us for our Brand page for logos and guidelines. You may use these logos for any press related needs you may have.
The Press Lounge provides complimentary internet in a quiet environment for work. A valid TWE 2021 Press badge is required for entry.
We appreciate your support of the The Wellness Experience (“TWE”) Code of Conduct. Your continued cooperation helps us improve the show policies that uphold the integrity of the show, its exhibitors and sponsors. We require that all TWE participants-attendees, organizers, sponsors, exhibitors, speakers, media, staff and volunteers agree to abide by the following Code of Conduct Rules.
Please wear you event badge at all times during the festival. Please be prepared to show proof of age and identification when entering the Event or any program at the Event. We will only accept the following forms of identification: government-issued driver’s licenses or identification cards, passports, or military identification.
We believe our community should be truly open for everyone. As such, we are committed to providing a friendly, safe, and harassment-free festival experience for all participants-attendees, organizers, sponsors, exhibitors, speakers, media, staff, and volunteers-regardless of gender, gender identity, age, sexual orientation, familial or marital status, disability, mental and/or physical ability, physical appearance, national origin, ethnicity, race, political affiliation or religion.
We do not tolerate harassment of festival participants in any form. Sexual language and imagery, unwelcome sexual attention, verbal threats or demands, offensive comments, discriminatory jokes and language, intimidation, stalking, threats of violence, sustained disruption of sessions or events, and unwelcome physical contact or advocating for or encouraging any of the above behavior — all are not appropriate for any conference venue.
Participants asked to stop any harassing behavior or perceived harassing behavior are expected to comply immediately. Exhibitors in the expo hall, sponsor or vendor booths, or similar activities are also subject to the anti-harassment policy.
In particular, exhibitors should not use sexualized images, activities, or other material. Booth staff (including volunteers) should not use sexualized clothing/uniforms, or otherwise create a sexualized environment.
Event Staff will be available to help participants contact venue security or local law enforcement, to provide escorts, or to otherwise assist those experiencing unacceptable behavior to feel safe for the duration of the conference. You can report unacceptable behavior to any member of staff. All violations of the law should be reported to local law enforcement. For emergencies, immediately dial 9-1-1.
We expect participants to follow these rules at all venues and festival-related social events. TWE may take action in its sole discretion to address any individual(s) or group(s) it believes fail to meet the standards set forth in this Code of Conduct, including, without limitation, revoking the violating parties’ credentials without refund and/or immediate loss of your event badge/pass. Serious violations are grounds for not allowing you to participate in future Events.
We value your attendance and thank all our participants for help in keeping our events welcoming, respectful and fun for all.
TWE reserves the right to modify and/or update any of these TWE Policies at any time for any reason.
RECORDING POLICY: TAKING PICTURES OF YOU; YOUR TAKING PICTURES OF OTHERS
Recordings of You: You are advised and given notice that many people and companies take photographs and make recordings at TWE Events, and post them on social media and use them for many other lawful purposes, and TWE permits that. By attending the Event, you agree that you may be photographed or recorded during the Event (in still photographs, audio recordings, video recordings and any other media, now known or hereafter discovered, hereafter “Recordings”) by attendees, vendors, TWE, and others without compensation. By attending the Event, you grant to the TWE the rights, but not the obligation, to reproduce, display, distribute, perform, create derivative works from, and otherwise use any TWE Recordings of you in any media and in any manner throughout the world in perpetuity, including on the internet, broadcast, live simulcast, satellite and other transmissions.
Your Recordings of Others: You are generally allowed to make Recordings in all common areas of the Event, with the exception of backstage and restricted areas. Specific rules and restrictions regarding Recordings apply to specific venues, concerts, and events, such as when a performer prohibits photographs of their performance. If you are unsure, please check for signage, and if you do not see any, be respectful and do not make Recordings.
As a courtesy, and without changing this policy in any way, please obtain permission first to make Recordings of any individuals. If someone asks or otherwise indicates that they do not wish to be recorded, do not record them. TWE will make reasonable efforts to enforce this policy, but given the proliferation of recording devices and the ease with which Event attendees may conceal their recording devices, it is understood and agreed that the TWE shall not be liable for any violations of such.
Recordings of the Event or its employees, staff, or attendees for the purpose of sale to anyone, or for distribution or publication to the press is expressly forbidden unless advance written permission has been obtained from the TWE, and is permitted under the policy of any venue in which you desire to make a Recording. Except as prohibited above, individuals may make Recordings for private listening/viewing, provided that such Recordings clearly identify the Event, date, and location at which they were Recorded.
All bloggers and members of the press and staff are additionally required to conform to the TWE’s Press Policy and we encourage attendees to become familiar with those rules.
Violation of this Recording Policy may result in forfeiture of your Event badge, your expulsion from the event and/or termination of your position with TWE.
TWE is committed to providing a safe and family-friendly environment for everyone attending its events. TWE expects its employees, staff, directors, and each of their guests or representatives, to follow all applicable laws and regulations and to refrain from consuming alcohol in the presence of minors, serving alcohol while at the event, or bringing outside alcoholic beverages onto the event premises.
Adults 21 and over may order alcoholic beverages from approved sponsor booths, hotel, room service, and other places that legally serve alcohol and have liquor licenses. TWE does not encourage drinking. If you are legally permitted to drink and choose to do so, TWE asks that you drink responsibly.
Prohibited conduct includes, but is not limited to, the following behavior:
Violation of this Alcohol Policy may result in forfeiture of your Event badge, your expulsion from the event and/or termination of your position with TWE.
Sponsorship, Exhibitor & Marketing Code of Conduct
Please note that the “Company Contact” for your company is responsible for communicating these Code of Conduct Rules to every person representing your company at the show.
You should treat our company’s property, whether material or intangible, with respect and care. You should not misuse company equipment or us it frivolously. You should respect all kinds of incorporeal property. This includes trademarks, copyright and other property (information, reports, etc.) and you should use them only to complete your job, services or the like.
Conflict of Interest
Conflict of interest arises when a person participates in a decision about a matter (including any contract or arrangement of employment, leasing, sale or provision of goods and services) which may benefit or be seen to benefit that person because of his/her direct or indirect monetary or financial interests affected by or involved in that matter.
It is the duty of any person taking part in the operations of TWE to adhere to the Conflict of Interest Policy at all times. In the event that such a matter arises, the person shall formally disclose the interest, and refrain from attempting to persuade or influence other persons participating in the decision.
Violations of the Exhibitor Code of Conduct Rules may result in (but need not be limited to):
Have questions about the Code of Conduct?
Please contact email@example.com if you believe you’ve observed or experienced a violation of this Code of Conduct, and TWE will work to assess the situation and to respond as soon as possible.
TWE Consent and Release of Liability
In consideration for being permitted to participate in The Wellness Experience (“TWE”) fitness training sessions and/or related fitness activities (individually and collectively, the “Activity”) as well as the benefits that I will derive from my participation in the Activity, I hereby represent and agree as follows:
Representations. (a) I am physically fit and able to participate in the Activity; I am in good health, and I am unaware of any medical condition which might make my participation inadvisable. (b) I have no pre-existing physical limitation or condition which may be aggravated or harmed by my participation in the Activity. (c) I acknowledge my responsibility to acquire and maintain, during the period of each Activity, health insurance coverage sufficient to provide for all medical, vision or dental services and/or equipment required to treat any injury related to my participation in the Activity. (d) I hereby represent that I have such insurance coverage in effect as of the date set forth below. I understand that TWE carries no dental, medical, vision or other health insurance for any participant and that I am solely responsible for securing my own health insurance coverage. (e) I acknowledge that I have had the opportunity to ask TWE representatives any questions that I may have about the Activity (including but not limited to the various activities that comprise the Activity) that I believe are necessary in order to decide whether I am able to participate in the Activity and make the above representations. I represent that all such questions have been answered to my complete satisfaction. In connection with the above, I further represent that I have had an opportunity to inspect the equipment to be used in the Activity prior to my participation in it and, based upon my inspection; I have found all equipment to be in good condition and in proper working order.
Assumption of Risk. I acknowledge that my participation in the Activity carries with it certain inherent risks that cannot be eliminated regardless of the care taken to avoid injuries. I understand that the specific risks can and do vary from one activity to another and that these risks range from (a) minor injuries such as scratches, bruises, and sprains, to (b) major injuries such as eye injury or loss of sight, joint or back injuries, disfigurement, heart attacks, and concussions to (c) catastrophic injuries including paralysis and death.
Release of Liability. I, on behalf of myself, heirs, assigns, personal representatives and estate hereby release, forever discharge and covenant not to sue TWE, their owners, managers, members, officers, employees, partners, sponsors, guests, volunteers, agents, advisors and insurers (the “Released Parties”) from any and all liability from all claims, actions, suits or other proceedings resulting in personal injury, including death, accident, illness or property damage, I may suffer or sustain, regardless of fault, arising from or in connection with, my participation in the Activity, the equipment used during the Activity (whether provided by TWE, a third party or myself) and the building or facilities where the Activity was located.
Indemnification. I hereby voluntarily release, forever discharge and agree to indemnify, defend and hold harmless the Released Parties from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys’ fees, brought as a result of my participation in the Activity, the equipment used during the Activity (whether provided by TWE, a third party or myself) and the building or facilities where the Activity occurred and to reimburse the Released Parties in full for any such expenses incurred.
Name and Likeness. I hereby grant to TWE, its licensees, successors and assigns, the right to photograph and/or videotape me during my participation in the Activity and further grant TWE the right to display, reproduce, use and/or otherwise exploit my appearance, image, testimonials, likeness, name and voice in perpetuity and throughout the world, in all media, whether now known or hereafter devised, and in all forms and formats, for any purpose whatsoever, without compensation, reservation or limitation. I understand that no photograph, videotape or other material of any kind needs to be submitted to me for my prior approval or inspection and I hereby release TWE, its licensees, successors and assigns from any and all liability for any actual or alleged distortion of appearance, image or likeness as depicted in any photograph, videotape or other visual or audio-visual work resulting from its publication as well as any advertising copy or other printed materials that may be used in connection therewith or the use to which it may be applied. I agree that any visual or audio-visual work which depicts me (in whole or in part) shall be owned by TWE and that TWE may copyright same. To that end, I hereby assign and transfer to TWE all right, title and interest in and to my appearance, image, likeness, and voice as embodied in any audio, audio-visual or visual work. I agree that TWE shall have the sole and exclusive right, title and possession to all original negatives, videotapes and related materials that may embody My Picture. I acknowledge that TWE is under no obligation to exercise any rights granted herein.
Miscellaneous. If any part, article, paragraph, sentence or clause of this consent and release is not enforceable, the affected provision shall be curtailed and limited to the extent necessary to bring it within the requirements of the law, and the remainder of this consent and release shall continue in full force and effect. This consent and release shall be governed by the laws of the State of California. All provisions of this consent and release shall survive the termination or expiration of any Activity or my participation in any Activity contemplated hereby.
I knowingly intend my acceptance of this consent and release to be a complete defense to any legal or equitable proceeding that may be brought by me, or any person on their own or on my own behalf, for any personal injury, including death, accident, illness or property damage, including theft, I may suffer or sustain as a result of my voluntary participation in the Activity, and further intend this consent and release to be a complete and total release of liability for all negligent acts, failure to act, or breaches of duty owed to me, which result in my personal injury, accident, illness and/or property loss as a result of my participation in the Activity, the equipment used during the Activity (whether provided by TWE, a third party or myself) and the building or facilities where the Activity occurred and to reimburse the Released Parties in full for any such expenses incurred. I represent that I am 18 years of age or older, that I am legally competent and capable of executing this consent and release on my own behalf and as a parent or guardian on behalf of my child who is participating in the Activity; that I have read the foregoing and have made a conscious decision to sign it of my own free will. I further represent that I understand and agree to the terms of this consent and release and have received a copy of same.
Our customers have the right to access, correct and delete personal data relating to them, and to object to the processing of such data, by addressing a written request, at any time. The Company makes every effort to put in place suitable precautions to safeguard the security and privacy of personal data, and to prevent it from being altered, corrupted, destroyed or accessed by unauthorized third parties. However, the Company does not control each and every risk related to the use of the Internet, and therefore warns the Site users of the potential risks involved in the functioning and use of the Internet. The Site may include links to other web sites or other internet sources. As the Company cannot control these web sites and external sources, the Company cannot be held responsible for the provision or display of these web sites and external sources, and may not be held liable for the content, advertising, products, services or any other material available on or from these web sites or external sources.
You can view or edit your personal data online for many of our services. You can also make choices about our collection and use of your data. How you can access or control your personal data will depend on which services you use. You can choose whether you wish to receive promotional communications from our web site by email, SMS, physical mail, and telephone. If you receive promotional email or SMS messages from us and would like to opt out, you can do so by following the directions in that message. You can also make choices about the receipt of promotional email, telephone calls, and postal mail by visiting and signing into Company Promotional Communications Manager, which allows you to update contact information, manage contact preferences, opt out of email subscriptions, and choose whether to share your contact information with our partners. These choices do not apply to mandatory service communications that are part of certain web site services.
Our store collects data to operate effectively and provide you the best experiences with our services. You provide some of this data directly, such as when you create a personal account. We get some of it by recording how you interact with our services by, for example, using technologies like cookies, and receiving error reports or usage data from software running on your device. We also obtain data from third parties (including other companies). For example, we supplement the data we collect by purchasing demographic data from other companies. We also use services from other companies to help us determine a location based on your IP address in order to customize certain services to your location. The data we collect depends on the services and features you use.
Our web site uses the data we collect for three basic purposes: to operate our business and provide (including improving and personalizing) the services we offer, to send communications, including promotional communications, and to display advertising. In carrying out these purposes, we combine data we collect through the various web site services you use to give you a more seamless, consistent and personalized experience. However, to enhance privacy, we have built in technological and procedural safeguards designed to prevent certain data combinations. For example, we store data we collect from you when you are unauthenticated (not signed in) separately from any account information that directly identifies you, such as your name, email address or phone number.
We share your personal data with your consent or as necessary to complete any transaction or provide any service you have requested or authorized. For example, we share your content with third parties when you tell us to do so. When you provide payment data to make a purchase, we will share payment data with banks and other entities that process payment transactions or provide other financial services, and for fraud prevention and credit risk reduction. In addition, we share personal data among our controlled affiliates and subsidiaries. We also share personal data with vendors or agents working on our behalf for the purposes described in this statement. For example, companies we’ve hired to provide customer service support or assist in protecting and securing our systems and services may need access to personal data in order to provide those functions. In such cases, these companies must abide by our data privacy and security requirements and are not allowed to use personal data they receive from us for any other purpose. We may also disclose personal data as part of a corporate transaction such as a merger or sale of assets.