Terms and Conditions
Terms
Rules and Regulations related to the allocation of space and show display guidelines are all those adopted by Soflo Boat Show, LLC (“SOFLO”) and are a binding part of the Exhibitor contract. These Terms, Rules and Regulations and any later additions, corrections or clarifications made by SOFLO are a binding part of the Exhibitor contract. These guidelines may be found on our website or contact SOFLO for a current hard copy.
1. ADMISSIBLE EXHIBITS
a.) Exhibitor agrees to display only new, unused current-model-year boats and marine related products. Exhibitor will not display any product or signage without the endorsement or approval of the manufacturer. Exhibitor represents that it has full authority and all approvals necessary to display and sell its products at this show.
b.) SOFLO reserves the right to determine the eligibility of any company, product, signage, or material for inclusion in the show. No exhibitor shall exhibit or permit to be exhibited in the space allocated to them, any product, merchandise, signage, or display material that has not been pre-approved by SOFLO.
c.) Exhibitor agrees that SOFLO may remove any exhibits that it determines are of a disruptive, objectionable, or inappropriate nature.
d.) Exhibitor represents and warrants that all displayed products comply with all applicable U.S. laws, regulations and consent decree or other mandatory requirements, including any applicable safety standards that may be issued by the Consumer Product Safety Commission (CPSC), and the emission regulations issued by the U.S. Environmental Protection Agency (EPA).
2. PAYMENT FOR SPACE AND OTHER SOFLO PRODUCTS, SERVICES
a.) Exhibitors who fail to make space payments in accordance with the terms of their contracts will not be considered for space increases, location changes, or upgrades of any kind and are subject to space re – assignment, cutback, or cancellation without credit or refund in the sole discretion of SOFLO.
b.) SOFLO will process all checks with notation “payment in full” or similar language. SOFLO reserves the right to pursue the remaining balance in the event a payment amount is smaller than an open balance of an order that check is paying for.
3. CUTBACKS and SPACE CHANGES
a.) For all Exhibitors requesting a space reduction, SOFLO reserves the right in its discretion to relocate the exhibit or reconfigure it as determined by SOFLO, provided that SOFLO shall not be required to do so. In the event that show space must be reallocated after contracts have been accepted and signed, SOFLO has the right to relocate the Exhibitor’s space.
4. Reserved
5. LATE ARRIVALS – Exhibitors arriving for set-up after their scheduled installation time can be relocated to any location specified by SOFLO or, if no alternative is available, are required to forfeit their show participation rights.
6. SUBLEASING – Exhibitors may not sublease or assign their space. Sublease in this use 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 the show.
7. SALE OF MERCHANDISE – SOFLO reserves the right to limit over-the-counter sale of products for delivery at the show to designated areas. Exhibitor is solely responsible for registering for, collecting, and reporting appropriate sales taxes.
8. LIABILITY RELEASE, WAIVER/INDEMNIFICATION/CHOICE OF LAW & FORUM/ATTORNEY FEES
a.) Exhibitor releases SOFLO, and its direct and indirect parents, subsidiaries, and affiliated entities, and their respective directors, officers, partners, employees, contractors, agents, representatives, equityholders, shareholders, members, partners and each of them (collectively, the “Released Parties”), from any claims, liabilities, losses, damages, costs, 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 event, 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, or dealer occupancy shall indemnify, hold harmless, defend and reimburse the Released Parties, 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 Released Parties incur or may incur for any reason resulting from, relating to or arising out of Exhibitor’s participation in the event, including but not limited to: (i) the negligence, gross negligence, intentional misconduct or criminal acts or omissions of indemnitor in the performance or breach of this Agreement: (ii) the breach by Exhibitor and/or its Contractors, their directors, officers, employees, agents or Exhibitor’s contractors, or any of them, of any representation or covenant set forth herein; (iii) any injury to or death of any persons, or any loss of, through theft or otherwise, or damage to, property arising in any way in connection with the use and enjoyment by the Exhibitor, or any other person or entity present with the permission, express or implied, of Exhibitor of the space, equipment or the show space or hall; (iv) the use of equipment, devices furnished to or used by the Exhibitor, or other persons in connection with the show, or the use of the space.
c.) The Released Parties are intended beneficiaries hereof with the right to enforce the terms hereof as if they were a party hereto.
d.) This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida without regard to its rules regarding conflicts of laws or any other law or rule that would cause the laws of any jurisdiction to be applied.
e.) Attorney Fees – Any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.
9. ACTS OF GOD
SOFLO shall have no liability to Exhibitor whatsoever for any matter or thing resulting from acts of God, (including, without limitation, fire, flood, earthquakes, hurricanes and tornadoes) or other events beyond the parties control,(including, without limitation, war, government regulation, disaster, strikes, civil disorder, curtailment of transportation facilities, or infectious disease or other similar cause, including emergency or non-emergency conditions, making it inadvisable, illegal, impossible, or commercially impractical for SOFLO to hold the Event); except that if such events prevent Exhibitor’s show space being made available to Exhibitor, SOFLO shall return to Exhibitor payments made by Exhibitor after deducting there-from a pro-rata share of expenses incurred in connection with said Show.
10. INSURANCE
a.) SOFLO shall not be responsible for any loss of or damage to any property of the Exhibitor for any reason, including theft, unless such loss or damage is caused solely by the gross negligence of SOFLO or any of its employees. Exhibitor is required to follow and use all of the security arrangements made by SOFLO for property and valuables when the show is not open. In addition, Exhibitor is required to provide and keep in force during the show period, including move-in and move-out periods, the insurance required by the Exhibitor’s contract with SOFLO.
11. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
Exhibitor may not play or otherwise publicly perform copyrighted music or other materials absent a valid written license agreement with all rights holders in and to such materials. Exhibitor hereby assumes all responsibility for, and all costs and expenses arising from, Exhibitor’s or Exhibitor’s agents’ or employees’ incorporation or use during the Event 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 SOFLO and the other Released Parties 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 incorporation or use, including, but not limited to, any action brought by ASCAP, BMI, SESAC, Global Music Rights or other licensing organization for playing copyrighted music.
12. RULES AND REGULATIONS
a.) SOFLO shall have the power to adopt, amend, interpret, and enforce all show terms, rules, and regulations with respect to the operation and conduct of the Show, including but not limited to those regarding the kind, nature, and eligibility of all exhibitors and exhibits at the Show and the marketing activities of exhibitors with respect to the Show. Any exhibitor observed to be soliciting business in the aisles or other public spaces, in another company’s booth, or in violation of any applicable SOFLO terms, rules and regulations, will be asked to leave immediately. Additional penalties may be applied. Exhibitor shall comply with all show terms, rules, and regulations, and with all pertinent and applicable laws, codes and regulations, federal, state, municipal and local, which affect the show space. Exhibitor is responsible for complying with all applicable public accommodations requirements of the Americans with Disabilities Act (“ADA”) including, without limitation: (i) the “readily achievable” removal of physical barriers within Exhibitor’s exhibit and exhibit space (to the extent within Exhibitor’s control) (e.g., set-up of displays and exhibits in an accessible manner); (ii) the provision of auxiliary aids and services where necessary to ensure effective communication with disabled participants (e.g., Braille or enlarged print handouts, interpreter or simultaneous videotext display); and (iii) any modifications to Exhibitor’s exhibit or materials required to enable disabled individuals to participate equally in the Exhibitor’s exhibit.
b.) Exhibitor’s advertising and marketing of its participation in the Event in any medium, including but not limited to such activities on websites owned or controlled by Exhibitor and elsewhere on the internet, shall comply with all contracts and shall not infringe or otherwise misuse SOFLO’s trademarks (“the SOFLO Marks”) and other intellectual property. If, in the reasonable belief of SOFLO, (i) Exhibitor’s activities infringe any of the SOFLO Marks, or (ii) Exhibitor’s activities, including Exhibitor’s using, without permission, the SOFLO Marks on websites or in domain names, met tags, hypertext links, or any search engine sponsored links or search engine advertising programs (e.g., Google AdWords), are likely to cause confusion, mislead, or deceive, as to the source affiliation, connection, or association of SOFLO with Exhibitor or its goods, services or other commercial activities, including but not limited to diverting away from SOFLO’s boat show websites and to Exhibitor’s website web searches using the SOFLO Marks, SOFLO reserves the right, together with all other remedies available to SOFLO at law and equity, to cancel Exhibitor’s space and revoke seniority points for future boat shows.
SOFLO’s decision on all such matters shall be final.
c.) No failure by SOFLO to enforce, or any delay in the enforcement of, any rules, regulations, laws or any right, power, or remedy that SOFLO may have under this Agreement shall impair any right, power, or remedy that SOFLO may have under this Agreement.
d.) Exhibitor agrees that it shall at all times comply with all applicable laws of Canada, the European Union and the United States in connection with its activities and interactions with attendees, including, without limitation, Canada’s Anti-Spam law (“CASL”), the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”) and other applicable privacy laws.
RULES AND REGULATIOINS
Motorized Vehicles are not permitted in Boat Show exhibits without Show Manager’s written approval. Boat exhibitors may display up to 20% of unused previous model year boats in their display.
The Miami Marine Stadium has additional guidelines that will be emailed with contracts and are available on the show website.
In addition to the requirements of section 10, Protection, and Indemnity (P & I) insurance is required for any one vessel in an amount not less than
$5,000,000 with regard to yachts or vessels moored and used for demonstration rides at or from the Virginia Key Basin. Coverage shall be extended to Masters, crew members, and other employees or persons with the P & I policy extended to include coverage for exposures under the U.S. Longshoremen & Harbor Workers’ Compensation Act, and shall include the Soflo Boat Show, LLC and City of Miami as Additional Insured or Assured.
Hull coverage is on an All Risk basis for any yachts or vessels in the amount not less than 100% of the full replacement value or market value, including Personal Property included on any yachts or vessels moored and/or used for demonstration rides from the Virginia Key Basin.
There shall be a Waiver of Subrogation (by written agreement) waiving all rights against the City of Miami and/or Soflo Boat Show, LLC.
A Certification of Insurance indicating Waiver of Subrogation shall be returned along with signed contact to Soflo Boat Show, LLC prior to the show move-in indicating such insurance is in force for any or all of the above, with a 30 day notice of cancellation or material change to Soflo Boat Show, LLC.
