Garden Retail Conference
Terms & Conditions
The Marketing Garden LLC, hereinafter designated as “MG” conducts the Garden Retail Conference Virtual Expo (the “Event”) and appoints an official Platform Host, to provide all show services to Exhibitors, Advertisers, Sponsors and Attendees.
- Application for and Assignment of Space:
Anyone desiring to exhibit, advertise, or sponsor must apply by submitting this Contract to the MG Exhibit Sales Team. The MG has the absolute right to allocate and assign space to Exhibitors, Advertisers, or Sponsors, and to relocate exhibits after initial assignment.
The MG reserves the right to cancel any Contract not paid in full, and to retain as liquidated damages any amounts already paid. Exhibitors, Advertisers, and Sponsors agree that payments or deposits made may be used toward satisfying any cancellation fees due to MG under this Contract.
In the event that an Exhibitor, Advertiser, or Sponsor cancels this Contract or is unable to participate, the Exhibitor, Advertiser, or Sponsor shall pay as liquidated damages the amount set forth below. Upon receipt of cancellation notice from an Exhibitor, Advertiser, or Sponsor, MG shall have no further obligations to said Exhibitor, Advertiser, or Sponsor under this Contract.
Cancellation Deadlines and Liquidated Damages:
50% of amounts due under this Contract if cancellation notice is received by MG prior to Dec 10, 2021 for Garden Retail Conference.
100% of amounts due under this Contract if cancellation notice is received by MG on or after Dec 10, 2021 for Garden Retail Conference.
- Cancellation or Postponement of Event:
MG may cancel the Event for any reason at its sole discretion. If the Event is cancelled for any reason, then and thereupon this Contract will be automatically terminated and MG management will refund amounts paid under the Contract to each Exhibitor, Advertiser, and Sponsor, minus any fees for services already provided. MG may postpone the Event for any reason, and the Exhibitor, Advertiser, or Sponsor acknowledges and agrees that in such an event, the Contract shall remain in full force and effect for the new Event dates.
- Compliance with Rules and Regulations:
Exhibitors, Advertisers, and Sponsors hereby agree to be bound by all MG and Platform Host’s Rules and Regulations (the “Rules”) outlined here, and any additional rules, regulations, and information as may be adopted by MG or the Platform Host.
- Specific Policies:
• All Exhibitors, Advertisers, and Sponsors, must adhere to all rules and regulations pertaining to displays and products.
• Please note that while all Event attendees are invited to the virtual exhibition, any non-exhibiting, advertising, or sponsoring attendees who are observed to be soliciting business in platform public spaces or in another company’s booth will be denied continued access to the Virtual Expo and no refunds will be made. Additional penalties may apply. MG asks that both attendees and Exhibitors, Advertisers, and Sponsors, report any violations they may observe to the management.
• Exhibitor, Advertiser, or Sponsor literature and printed materials, including trade publications, may only be distributed from within an Exhibitor’s, Advertiser’s, or Sponsor’s booth space. Certain sponsoring opportunities may be exempt from this rule. Demonstrations, sales activities, and giveaways must take place within the Exhibitor’s, Advertiser’s, or Sponsor’s virtual event booth. Companies found breaking these rules may have their virtual event booth at the Event shut down and could be suspended from future exhibiting.
• Exhibitors, Advertisers, and Sponsors with products, the sale of which may be illegal in certain jurisdictions, must conspicuously provide notice to that effect in their virtual event booth.
• Each Exhibitor, Advertiser, and Sponsor warrants and represents that the virtual event booth and all related materials, including all digital content (collectively, the “Exhibit”), does not violate any proprietary or personal rights of others (including, without limitation, any copyrights, patents or privacy rights); that the Exhibit constitutes the Exhibitor’s, Advertiser’s, or Sponsor’s own original work or property, or that the Exhibitor, Advertiser, or Sponsor has permission from the rightful owner to use such work or property. The Exhibitor, Advertiser, or Sponsor agrees to indemnify and hold harmless MG, its officers, directors, members, assignees, and agents, from and against any and all claims, actions, losses, demands, costs, attorneys’ fees and all other expenses relating or incidental to, or arising directly or indirectly from, the inaccuracy or breach of any of the warranties and representations contained in this Section.
• The Exhibitor, Advertiser, or Sponsor agrees that certain chat options in a virtual conference (“Chat”) are public forums and that participation in a Chat creates no expectation of privacy. Further, the Exhibitor, Advertiser, or Sponsor acknowledges that any personal information communicated in a Chat may be seen and used by others. Neither MG nor the Platform Host is responsible for information that an Exhibitor, Advertiser, or Sponsor chooses to communicate in a Chat, or for an Exhibitor, Advertiser, or Sponsor’s actions or the actions of the users. MG, Platform Host, or their designated agents may remove or alter any information or content posted or otherwise disclosed in any Chat at any time for any reason. If an Exhibitor, Advertiser, Sponsor, or other user chooses to make any personally identifiable or other information publicly available in a Chat or otherwise on or through the platform, they do so at their own risk.
• Any information, statements, opinions, other digital content, or links to third party websites of an Exhibitor, Advertiser, Sponsor, or other Event attendee on the Platform are those of the respective author(s) and not MG or the Platform Host. MG does not guarantee the validity, accuracy, truthfulness, completeness, reliability, or usefulness of any information, statement, opinion, other digital content, or links to third party websites on the Platform other than from an authorized MG representative acting in his or her official capacity. Under no circumstance will MG be liable for any loss or damage caused, directly or indirectly, by reliance on any such third-party content.
• As the organizer of the Event, MG reserves the right to prohibit and prevent the attendance, participation, registration, or exhibition of any individual or firm for any reason within the exclusive discretion of MG. MG need not disclose or describe the reasons for its decision to do so.
- Subletting/Resale or Subcontracting of Exhibit Space:
Subletting or subcontracting of exhibit space to another member or non-member company is strictly prohibited. Staff from non-affiliated/non-exhibiting companies, present in a booth for “selling”, is strictly prohibited.
Resale of reserved or contracted exhibit space is prohibited. Exhibitors are prohibited from engaging in any exhibit activity in any space other than that which has been contracted.
- Data Protection:
• For the purposes of this Section, the following terms shall have the following meanings: (i) “Privacy Legislation” means all laws and regulations, including (without limitation) the laws and regulations of the European Union, the European Economic Area and their member states, which are applicable to the processing of Personal Data under this Contract, including (without limitation) the EU General Data Protection Regulation (2016/679) (“GDPR”); and (ii) “Data Controller”, “Data Subject(s)” and “Personal Data” each have the meanings given to them in the GDPR.
• The MG and the Exhibitors, Advertisers, and Sponsors acknowledge and agree that each party shall be a separate Data Controller in respect of the Personal Data received from the other party and processed in relation to this Contract and each party shall be responsible for its compliance with the Privacy Legislation. All parties shall process the Personal Data received from the other party in accordance with its applicable privacy notice and the Privacy Legislation.
• Should Exhibitors, Advertisers, or Sponsors transfer Personal Data to the MG, said Exhibitors, Advertisers, or Sponsors represent, warrant and guarantee that:
◦ the Personal Data has been collected in strict compliance with the Privacy Legislation;
◦ it has properly notified the Data Subjects concerned that their Personal Data may be transferred to third parties including the MG and
◦ the Exhibitor, Advertiser, or Sponsor has all necessary rights to transfer the Personal Data to the MG and such transfer of the Personal Data is and shall be in compliance with the applicable Privacy Legislation.
• The Exhibitor, Advertiser, or Sponsor agrees and acknowledges that any data other than Personal Data, which the MG has obtained from said Exhibitor, Advertiser, or Sponsor, may be freely shared with and transferred to the MG and the MG’s affiliates and any third party for commercial purposes unless the Exhibitor, Advertiser, or Sponsor has specified to the contrary in writing stating what data may not be so shared or transferred.
• The Exhibitor, Advertiser, or Sponsor acknowledges and agrees that its use of the platform shall be in compliance with the applicable terms and conditions of use and that it will abstain from sending or receiving any message, data, file, content or signal which is in breach of law and order, common morality, legislation on press infringements, applicable Privacy Legislation, Internet copyright protection law, laws on the protection of minors, trade secrets, private correspondence or private information on the Internet.
• The Exhibitor, Advertiser, or Sponsor understands and expressly acknowledges it has been informed that its rights, and those of any third-party users who log on and use the service to access, modify, delete or object to the processing of Personal Data and to the transmission thereof to any third parties, shall be exercised in accordance with the applicable Privacy Legislation and the legislation applicable in the United States of America.
- Limitation of Liability:
The MG shall not liable for any damages of any kind arising out of or relating to the use of or the inability to use the Platform, the Platform’s content or links, including but not limited to damages caused by or related to errors, omissions, interruptions, defects, delays in operation or transmission, computer viruses or line failures. The MG shall not have any liability or responsibility for the performance or failure to perform of the Platform Host, or for any acts, omissions or conduct of any user or other third party.
In no event will the MG be liable to Exhibitors, Advertisers, or Sponsors, whether in contract or tort, for any amount in excess of any amounts paid by Exhibitors, Advertisers, or Sponsors under this Contract. In no event shall the MG be liable, whether in contract or tort, for any indirect, consequential, exemplary, punitive or special damages or awards, including but not limited to lost profits.
The Exhibitor, Advertiser, or Sponsor agrees that it will hold harmless and indemnify the Platform Host and the MG from any and all claims, including third party infringement claims, losses, damages, injuries or liability whatsoever (including without limitation, reasonable attorneys’ fees and costs) that arise in whole or in part from the breach of this Contract by an Exhibitor, Advertiser, or Sponsor, or from activities of an Exhibitor, Advertiser, or Sponsor in connection with the Event or use of the Platform, including without limitation any content of any Exhibitor, Advertiser or Sponsor.
The provisions hereunder are all deemed to be of the essence of this Contract. A material breach of any of them shall be deemed a breach of Contract entitling the MG to immediately cancel the Exhibitor’s, Advertiser’s, or Sponsor’s Contract. Upon cancellation, the MG may take down the virtual event booth and hold the Exhibitor, Advertiser, or Sponsor accountable for all expenses incurred in such removal. The MG reserves the right to make any changes necessary for the best interest of the Event.
- IP Enforcement Policy:
In an effort to ensure any claims or disputes by any Exhibitor, Advertiser, or Sponsor at the Event (or in the time period prior to the Event) are handled in a non-disruptive manner, the MG hereby agrees to provide all Exhibitors, Advertisers, and Sponsors at the Event with the services of an intellectual property mediator (“IP Mediator”) after the Event. Following the Event, an IP Mediator will provide assistance to Exhibitors, Advertisers, and Sponsors, by evaluating potential intellectual property infringement claims and will work closely with the MG to issue any Sanctions (as defined below), if necessary.
The Exhibitor, Advertiser, or Sponsor understands and agrees that the IP Mediator is a neutral party enlisted to mediate and settle disputes between Exhibitors, Advertisers, or Sponsors, related to intellectual property or proprietary rights, as well as any violation of the Rules. Exhibitors, Advertisers, and Sponsors understand and agree that all decisions made by the IP Mediator are final and shall not be subject to appeal or challenge. The Exhibitor, Advertiser, or Sponsor understands and agrees that, at the Event and in the time period leading up to the Event, any Exhibitor, Advertiser, or Sponsor (“Complaining Exhibitor, Advertiser, or Sponsor”) may lodge a complaint with the IP Mediator against any other Exhibitor, Advertiser, or Sponsor (“Defending Exhibitor, Advertiser, or Sponsor”), which after investigation may result in Sanctions by the IP Mediator or the MG at the Event. The IP Mediator’s evaluation of such a complaint will be free of charge to the Complaining Exhibitor, Advertiser, or Sponsor. All Exhibitors, Advertisers, and Sponsors understand and agree that the enforcement action or sanctions (“Sanctions”) shall be issued by the IP Mediator and/or the MG at their sole discretion and may include but shall not be limited to:
• The removal of any digital content (“Exhibitor, Advertiser, or Sponsor Content”),
• The shutdown of an Exhibitor’s, Advertiser’s, or Sponsor’s virtual event booth
• Restrictions on access or services provided by the MG,
• A loss of membership to the MG, or
• A ban from any future show or event. The Exhibitor, Advertiser, or Sponsor understands and agrees that any determination by the IP Mediator and/ or the MG to issue any Sanctions is not a legal determination that any intellectual property infringement or violation has occurred. Instead, Sanctions shall be issued
◦ To enforce the rules and guidelines at the Event, including the Rules;
◦ When the IP Mediator believes that the display of any Exhibitor, Advertiser, or Sponsor Content is potentially infringing on another Exhibitor’s, Advertiser’s, or Sponsor’s intellectual property or proprietary rights, or when the IP Mediator and/or MG believes that any Exhibitor, Advertiser, or Sponsor Content is disruptive to the Event. In exchange for being permitted to exhibit at the Event and also for the services described above, all Exhibitors, Advertisers, and Sponsors agree as follows:
▪ The MG is not responsible or liable for any claimed or recognized violations of the Exhibitor’s, Advertiser’s, or Sponsor’s intellectual property or proprietary rights, including any claims for trademark, copyright or patent infringement or any claims of counterfeiting or other violations of proprietary rights.
▪ That the Exhibitor, Advertiser, and Sponsor will abide by any and all intellectual property laws, rules or guidelines, including the Rules, whether imposed by national or local laws or by the MG as part of its ownership and/or management of the Event.
▪ That the IP Mediator and the MG have no obligation to enforce or act on the behalf of the Exhibitor, Advertiser, or Sponsor and that both the IP Mediator and MG may, at their sole discretion, determine whether to issue Sanctions or take any action in any case, depending on the facts presented by the Complaining Exhibitor, Advertiser, or Sponsor. Nothing herein obligates the IP Mediator or MG to take any action or issue any Sanctions.
▪ Not to display Exhibitor, Advertiser, or Sponsor Content that violates or potentially violates the intellectual property or proprietary rights of another Exhibitor, Advertiser, or Sponsor at the Event or that is otherwise disruptive to another Exhibitor, Advertiser, or Sponsor. All Exhibitors, Advertisers, and Sponsors hereby further agree that the MG and/ or its IP Mediator may determine—at their sole and complete discretion—whether to issue the Sanctions described herein.
▪ To comply with any Sanctions issued by the IP Mediator and/or the MG, all Exhibitors, Advertisers, and Sponsors further understand that the refusal to comply with any issued Sanctions may result in further action by the MG, which may include the issuance of additional Sanctions, or another action as determined by the MG at its sole discretion.
▪ That a failure by an Exhibitor, Advertiser, or Sponsor to abide by any Sanctions imposed by the IP Mediator and/or the MG may lead to additional Sanctions imposed by MG.
▪ That any claim of infringement made to the IP Mediator or the MG shall be made with the good faith intent to enforce owned or licensed intellectual property or proprietary rights, and not solely in an effort to disrupt or impact another party’s ability to operate.
▪ ALL EXHIBITORS, ADVERTISERS, AND SPONSORS AGREE TO RELEASE AND HOLD HARMLESS THE MG, THE IP MEDIATOR, AND THEIR AGENTS, CONTRACTORS, AND SERVICE PROVIDERS, (COLLECTIVELY, THE “RELEASED PARTIES”) FOR ANY CLAIMS, DEMANDS, OR LIABILITIES RELATED TO: (i) A CLAIM OR DETERMINATION THAT A VIOLATION OF THE RULES HAS OCCURRED; (ii) A CLAIM OR DETERMINATION THAT ANY EXHIBITOR, ADVERTISER, OR SPONSOR CONTENT IS INFRINGING, POTENTIALLY INFRINGING, OR OTHERWISE DISRUPTIVE TO THE EVENT; OR (iii) ANY OTHER CLAIM OR DETERMINATION ISSUED BY THE IP MEDIATOR, ITS AGENT OR CONTRACTOR, OR THE MG RELATED TO ACTIVITY AT THE EVENT. TO BE CLEAR, SUCH RELEASE OF LIABILITY WILL INCLUDE ANY CLAIMS OF TRADE LIBEL, DEFAMATION, UNFAIR COMPETITION, OR NEGLIGENCE RELATED TO ANY DETERMINATION MADE AT THE EVENT BY THE RELEASED PARTIES.
▪ TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE RELEASED PARTIES FROM ANY CLAIMS, LOSSES, DAMAGES, OR LIABILITY THAT MAY RESULT FROM THE MG OR IP MEDIATOR’S ENFORCEMENT OF THIS IP ENFORCEMENT POLICY.
That it will accept and not seek to challenge, modify, or overturn any resolution made by the IP Mediator or the MG, including the issue of any Sanctions.
- Illegal, Invalid, or Unenforceable:
If any provision of this Contract is held to be illegal, invalid, or unenforceable under the present or future laws, then such provision shall be fully severable, and this Contract shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of the Contract and the remaining provisions of the Contract shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from the Contract.
By signing the Contract, the Exhibitor, Advertiser, or Sponsor participant hereby agrees that the exclusive jurisdiction for any dispute, claim, or demand related in any way to the enforcement or construction of this Contract will be decided by binding arbitration. Specifically, all disputes between Exhibitors, Advertisers, and Sponsors and the MG shall be submitted to Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for binding arbitration under its rules then in effect in the Nashville, Tennessee, USA area, before one arbitrator to be mutually agreed upon by both parties. The parties agree to share equally in the arbitration costs incurred. It is the intention of the parties that all questions with respect to the construction and enforcement of this Contract and the rights and liabilities of the parties hereto shall be determined in accordance with the laws of the State of Tennessee, in the United States.