Vendor Agreement

Vendor Agreement

Organizing Entity and Parties

Organizer. The organizer of the Event is Anya’s Reviews LLC, 2626 Ders Dr NW Bldg 3, Swisher, IA 52338 (“Organizer”).

Vendor. The company, organization, individual, or other entity identified in the applicable booth reservation, order form, registration, or electronic acceptance is referred to as “Vendor.”

Event. “The Barefoot Shoe Expo 2027” and all related activities, including move-in, the public exhibition, and move-out, are collectively referred to as the “Event.”

Agreement. This Vendor Agreement, together with the applicable booth reservation or order form, Event rules, and any other documents expressly incorporated into this Agreement, constitutes the agreement between Organizer and Vendor regarding Vendor’s participation in the Event.

Event Venue. The physical location where the Event is held is referred to as the “Venue.”

Reserved Services. Vendor’s booth space, sponsorships, advertising opportunities, services, and other benefits or items reserved or purchased under this Agreement are collectively referred to as the “Reserved Services.”

Event Rules. The rules, policies, procedures, safety requirements, and operational requirements established by Organizer for the Event, whether contained in this Agreement, the Exhibitor Manual, or otherwise communicated to Vendors, are collectively referred to as the “Event Rules.”

Booth Reservation and Fees

Booth Reservation. Vendor may reserve booth space and other Reserved Services through the reservation process established by Organizer. Vendor’s specific booth size, location, sponsorships, advertising opportunities, add-on services, and other Reserved Services, together with the applicable fees, will be identified in Vendor’s reservation listing, order form, registration record, invoice, or other written confirmation provided by Organizer.

Applicable Fees. Vendor agrees to pay the fees applicable to the Reserved Services selected by Vendor at the rates established by Organizer and identified in the applicable reservation listing, order form, registration record, invoice, or other written confirmation. The applicable reservation materials are incorporated into this Agreement and form part of the parties’ agreement concerning Vendor’s participation in the Event.

Payment Terms. For booth reservations submitted on or before December 31, 2026, Vendor may pay fifty percent (50%) of the total fees due as a deposit at the time of reservation, with the remaining balance due no later than January 31, 2027.

Beginning February 1, 2027, all booth reservations must be paid in full at the time of reservation.

Vendor is responsible for timely payment of all amounts due under this Agreement. Organizer may decline to confirm, suspend, cancel, or otherwise restrict Vendor’s participation or Reserved Services if required payments are not received when due.

Additional Services. Additional furnishings, equipment, electrical service, internet or Wi-Fi service, flooring, signage, or other services not expressly included in the standard booth package are the responsibility of Vendor and may be available for purchase or rental through Organizer or its designated service providers.

Cancellation, Postponement, or Interruption by Organizer

Cancellation by Vendor

A Vendor may cancel its participation in the Event by providing written notice to Organizer. Because Organizer incurs expenses and makes financial commitments in reliance upon Vendor’s participation, the following cancellation fees will apply based on the date written cancellation is received by Organizer:

  • On or before December 31, 2026: Cancellation fee of 25% of order total.

  • January 1 - January 31, 2027: Cancellation fee of 50% of order total.

  • February 1 - March 31, 2027: Cancellation fee of 75% of order total.

  • April 1, 2027 or later: Cancellation fee of 100% of order total.

Any applicable cancellation fee may be deducted from amounts previously paid by Vendor. If the amount previously paid exceeds the applicable cancellation fee, Organizer will refund the difference.

Force Majeure and Circumstances Beyond Organizer’s Control

Organizer reserves the right to cancel, postpone, relocate, shorten, or otherwise modify the Event if, in Organizer’s reasonable judgment, the Event cannot be held as planned due to circumstances beyond Organizer’s reasonable control, including, without limitation, acts of God, natural disasters, severe weather, fire, epidemic or pandemic, public-health emergency, war, terrorism, civil disturbance, governmental order or restriction, labor dispute, transportation disruption, utility failure, venue unavailability, or other circumstances that materially affect Organizer’s ability to conduct the Event.

If Organizer cancels the Event under this provision, Organizer will refund to Vendor the amounts paid under this Agreement less Vendor’s pro rata share of expenses and financial commitments incurred or irrevocably committed by Organizer in connection with the Event, including, without limitation, venue costs, deposits, contractors, production, marketing, advertising, technology, staffing, insurance, permits, and other non-recoverable Event expenses.

Any refund will be calculated after Organizer has determined the total non-recoverable expenses and commitments attributable to the Event. Organizer will not be responsible for any indirect, consequential, incidental, or other damages arising from cancellation, postponement, relocation, or modification of the Event, including travel, lodging, shipping, staffing, lost profits, or other Vendor expenses.

If the Event is postponed or rescheduled rather than canceled, Vendor’s fees may, at Organizer’s option, be applied to the rescheduled Event. If Vendor is unable or unwilling to participate in the rescheduled Event, Organizer will determine any applicable refund in accordance with this provision.

No Guarantee of Event Occurrence

Vendor acknowledges that Organizer cannot guarantee that the Event will occur on the dates, at the location, or in the format originally contemplated, and Vendor assumes the risks associated with circumstances beyond Organizer’s reasonable control.

No Guarantee of Attendance or Sales

Vendor acknowledges that participation in the Event provides Vendor with an opportunity to display and promote its products and services to Event attendees, but Organizer does not guarantee any particular number, type, demographic, or level of attendance at the Event, or any particular level of traffic to Vendor’s booth.

Organizer makes no representation or warranty regarding the number or quality of leads, inquiries, transactions, sales, revenue, profits, or other business results that Vendor may obtain from participation in the Event. Vendor’s sales and business results are dependent on factors outside of Organizer’s control, including attendee interest, Vendor’s products, pricing, staffing, presentation, marketing, and other market conditions.

Vendor acknowledges that it is entering into this Agreement based on its own assessment of the potential benefits of participating in the Event and is not relying on any guarantee or representation by Organizer regarding attendance, sales, revenue, or other business results.

Except as expressly provided in this Agreement, Organizer shall have no liability to Vendor for Vendor’s failure to achieve any particular level of attendance, sales, leads, revenue, profits, or other business results from participation in the Event.

Booth Sizes and Startup Booth Eligibility

Booth Sizes

The standard booth size for the Event is 10 feet by 10 feet. Organizer may offer a limited number of smaller booth spaces at a reduced rate for eligible new and emerging companies (“Startup Booths”). Startup Booths are subject to availability and are intended to provide young and independently operated companies with an affordable opportunity to participate in the Event.

Startup Eligibility

For purposes of Startup Booth eligibility, a “Startup” means a company or brand that:

  • has been actively operating for no more than three (3) years as of the first day of the Event;

  • is independently owned and operated and is not a subsidiary, division, or established brand of another company;

  • has not previously exhibited at the Event under the same or substantially similar ownership or brand; and

  • is not using the Startup Booth to circumvent the standard booth fees or space requirements applicable to established exhibitors.

Organizer may request reasonable information or documentation to confirm a Vendor’s eligibility for Startup Booth pricing. Organizer will apply the eligibility requirements in good faith and may consider the ownership, operating history, and prior participation of a company or substantially similar brand when determining eligibility.

Eligibility for a Startup Booth does not guarantee availability of a Startup Booth. Organizer reserves the right, in reasonable circumstances, to determine whether a company qualifies for Startup Booth pricing, including where a company has undergone a change in ownership, reorganization, merger, acquisition, or other change in business structure that makes application of the eligibility requirements unclear.

Startup Booths may not be combined with another booth, shared with another Vendor, transferred to another company, or used by an ineligible company. If Organizer determines that a Vendor does not qualify for or is no longer eligible for Startup Booth pricing, Organizer may require the Vendor to upgrade to a standard booth at the applicable rate, subject to availability.

Organizer’s Right to Change Booth Assignment and Floor Plan

Organizer reserves the right to modify the Event floor plan, booth layout, booth assignments, and placement of Vendor’s booth before or during the Event as reasonably necessary to accommodate operational, safety, venue, attendance, logistical, or other Event-related requirements.

Organizer may change Vendor’s assigned booth location, reconfigure booth groupings, alter aisle configurations, or make other reasonable changes to the floor plan. Organizer will make reasonable efforts to provide Vendor with advance notice of material changes to Vendor’s booth assignment when practicable.

Vendor acknowledges that a specific booth location shown or requested during the reservation process is not guaranteed unless Organizer has expressly agreed otherwise in writing. A change in booth location or floor plan made pursuant to this provision will not, by itself, entitle Vendor to cancel its participation or receive a refund or credit.

Organizer will make reasonable efforts to provide Vendor with booth space of substantially the same size and general character as the Reserved Services originally purchased. If Organizer determines that a material change to the booth space or Reserved Services is necessary and cannot reasonably provide substantially equivalent space or services, Organizer may provide Vendor with an appropriate adjustment or other remedy in its reasonable discretion.

Non-Transferability

Vendor’s booth space, sponsorships, advertising opportunities, services, and other benefits or items reserved or purchased under this Agreement (collectively, the “Reserved Services”) are personal to Vendor and may not be assigned, transferred, resold, sublet, shared, or otherwise made available to any third party without the prior written consent of Organizer.

Vendor may not transfer or permit another company, organization, individual, or entity to use all or any portion of Vendor’s booth space or other Reserved Services, including for the purpose of displaying, promoting, selling, or distributing products or services, unless expressly approved in writing by Organizer.

Organizer may, in its sole discretion, approve or deny a requested transfer and may impose reasonable conditions, fees, or requirements in connection with any approved transfer. An approved transfer does not release the original Vendor from its obligations under this Agreement unless Organizer expressly agrees otherwise in writing.

Any attempted assignment, transfer, resale, sublease, or unauthorized use of Reserved Services without Organizer’s prior written consent may result in cancellation of the affected Reserved Services without refund, in addition to any other remedies available to Organizer under this Agreement.

Nothing in this provision prevents Vendor from displaying or promoting products, brands, or services that Vendor is authorized to represent in the ordinary course of its business, provided that such activity complies with the Event’s rules and does not involve the unauthorized transfer or sharing of Vendor’s Reserved Services.

Co-Exhibiting

Vendor may request permission for one or more additional companies, brands, organizations, or individuals (“Co-Exhibitors”) to share Vendor’s booth space or participate in the Event under Vendor’s reservation. All Co-Exhibitors must be disclosed to and approved in writing by Organizer prior to the Event. Organizer may establish reasonable requirements or fees for Co-Exhibitors, including registration, credentialing, or listing fees. Approval of a Co-Exhibitor does not create a separate booth assignment or entitlement to additional booth space, services, signage, or other benefits unless separately purchased or approved by Organizer. Vendor remains fully responsible for the conduct of all Co-Exhibitors and for compliance with this Agreement and all Event rules. Organizer reserves the right to require a Co-Exhibitor to cease participation or vacate the booth if the Co-Exhibitor violates the Agreement, Event rules, or Organizer’s reasonable requirements. Co-Exhibiting does not permit Vendor to sell, sublease, assign, or otherwise transfer its booth space or Reserved Services to a third party.

Standard Booth Package and Booth Display

Standard Booth Package

Unless otherwise specified in writing by Organizer, each standard 10-foot by 10-foot booth includes the following:

  • One (1) six-foot skirted table and two (2) chairs;

  • Eight-foot-high black pipe-and-drape along the back wall of the booth. Booths with an in-line neighboring booth will also have three-foot-high black side-wall drape. Vendors reserving a 20-foot by 20-foot booth space may elect to have no pipe-and-drape;

  • One (1) wastebasket;

  • One (1) standard booth identification sign displaying the Vendor’s booth number;

  • One (1) power drop, if needed. Vendor should notify Organizer in advance if power is not required; and

  • One (1) vendor Wi-Fi device connection, intended for use with a point-of-sale device, laptop, or other mobile device.

Each additional 10-foot by 10-foot booth reserved by Vendor includes an additional Wi-Fi device connection. Additional power drops and Wi-Fi device connections may be purchased as add-on services at the applicable rates established by Organizer.

Booth Space and Height Restrictions

Vendor’s displays, merchandise, equipment, signage, flooring, demonstrations, and other materials must remain entirely within the boundaries of Vendor’s assigned booth space. Vendor may not place or extend any item into an aisle, walkway, neighboring booth, or other common area. All displays and other materials must comply with an overall maximum height of eight (8) feet, unless otherwise approved in writing by Organizer.

Hanging Displays and Signage

Vendor may not hang, suspend, rig, or attach any sign, banner, display, lighting, product, decoration, or other item from any venue wall, ceiling, lighting system, or other venue structure. Any display, signage, decoration, or other item that requires attachment to a venue wall, ceiling, or other venue structure is strictly prohibited. Organizer will not approve or permit such attachments.

Vendor may hang lightweight signs, banners, or similar materials from the top crossbar of the provided pipe-and-drape, provided that such materials are safely secured, do not exceed the eight-foot height restriction, do not create a safety hazard, and do not damage or overload the pipe-and-drape. No item may be attached to the pipe-and-drape in a manner that damages the drape or its supporting structure.

Pipe-and-Drape

Vendor may not remove, relocate, modify, or otherwise alter the provided pipe-and-drape without Organizer’s prior written approval. Vendor may not pin, staple, nail, screw, tape, glue, tack, or otherwise attach materials to the drape in a manner that damages the drape or its supporting structure. Vendor is responsible for the cost of repair or replacement of any Event property damaged by Vendor or its personnel.

Stickers and Adhesive Materials

Stickers, adhesive decals, adhesive graphics, labels, or similar materials are expressly prohibited on the pipe-and-drape, tables, chairs, floors, walls, ceilings, columns, doors, windows, or any other Event or venue property. Vendor may not distribute stickers or adhesive promotional materials to Event attendees.

Flooring

Vendor may provide and install its own flooring within its assigned booth space, provided that the flooring is safe, secure, does not create a tripping hazard, and does not damage, stain, or otherwise adversely affect the underlying concrete floor or other venue surface. Vendor is solely responsible for installation, maintenance, removal, and disposal of any flooring it provides.

Vendor may elect to purchase carpet offered by Organizer as an add-on to the standard booth package. Where Vendor purchases flooring installation through Organizer, the applicable flooring fee includes removal following the Event.

Compliance and Removal

Organizer may require Vendor to modify, relocate, or remove any display, signage, equipment, merchandise, flooring, decoration, or other material that does not comply with this Agreement, the Event rules, or venue requirements. Vendor shall promptly comply with any such request. If Vendor fails to do so, Organizer may remove or cause the removal of the offending item at Vendor’s expense.

Exhibitor Badges

Each standard 10-foot by 10-foot booth includes up to four (4) exhibitor badges for authorized booth personnel. Additional badges may be available based on the total booth space reserved by Vendor and may be subject to Organizer’s approval. Vendors requiring additional personnel or badges should contact Organizer in advance of the Event. Organizer reserves the right to establish reasonable limits on the number and type of badges issued to any Vendor for security, capacity, or operational reasons.

Booth Staffing, Conduct, and Event Participation

Booth Staffing and Occupancy

Vendor shall maintain its booth in a clean, orderly, and presentable condition and shall have at least one authorized representative present and available at the booth during all published public show hours. Vendor shall not leave its booth unattended for extended periods during public show hours. Vendor’s booth, merchandise, displays, and other materials must remain in place and available for viewing and/or sale throughout the Event. 

Early Departure and Teardown

Vendor may not begin packing, dismantling, removing merchandise, or otherwise tearing down its booth before the published close of the Event unless Organizer has provided written authorization to do so. Vendor shall remain responsible for its booth and all property contained therein until the applicable move-out period begins. Unauthorized early departure or teardown may result in loss of eligibility to participate in future Events, cancellation of future reservations, or other remedies available to Organizer. No refund or credit will be provided as a result of Vendor’s failure to remain at the Event for the required duration.

Late Arrival or Abandonment

Vendor is expected to complete booth setup and be ready to operate by the applicable published opening time. If Vendor fails to occupy its booth by the designated time, leaves the Event before its scheduled conclusion, or otherwise abandons its booth or property, Organizer may, in its discretion, reassign or use the booth space, remove or relocate Vendor’s displays or materials, and/or take other reasonable steps necessary to maintain the Event. Vendor shall not be entitled to a refund or credit for failure to occupy or remain in its booth and shall be responsible for any reasonable costs incurred by Organizer as a result of Vendor’s abandonment, including costs associated with removal and storage. 

Booth Personnel and Conduct

Vendor is responsible for the conduct of all employees, representatives, contractors, agents, and other persons acting on Vendor’s behalf at the Event. Vendor shall ensure that its personnel comply with this Agreement, the Event rules, venue requirements, and all applicable laws. Vendor shall be responsible for maintaining appropriate and professional conduct within its booth and shall not engage in conduct that is disruptive, threatening, harassing, discriminatory, abusive, or otherwise interferes with the Event or another Vendor’s participation.

Employment and Minors

Vendor is solely responsible for its employment and staffing practices and shall comply with all applicable laws relating to the employment, compensation, classification, taxation, workers’ compensation, and participation of its personnel, including any laws governing the employment or participation of minors. Vendor shall not permit any person to work or participate in its booth in violation of applicable law.

Demonstrations and Interactive Activities

Vendor may conduct product demonstrations or offer interactive activities within its assigned booth space only to the extent permitted by Organizer and the Event rules. Vendor is solely responsible for the safe operation, setup, supervision, and use of any equipment or products involved in such demonstrations or activities.

Vendor shall ensure that all equipment is properly maintained, safely operated, and used in accordance with applicable manufacturer instructions and safety requirements. Vendor shall provide appropriate supervision and instructions to participants and shall take reasonable precautions to prevent injury to participants, attendees, Vendor personnel, and others. Demonstrations and activities must remain within Vendor’s assigned space and may not obstruct aisles, entrances, exits, neighboring booths, or other Event areas.

Organizer may establish reasonable safety requirements for demonstrations and interactive activities and may require Vendor to modify, suspend, or discontinue any activity that Organizer reasonably determines presents an unacceptable safety risk or interferes with the Event. Organizer’s approval or failure to object to any demonstration or activity does not constitute an assumption of responsibility for the activity or the equipment involved.

Vendor shall be responsible for any claims, damages, injuries, or losses arising from its demonstrations, interactive activities, equipment, or products, except to the extent caused by the negligence or willful misconduct of Organizer or the venue.

Sound and Amplification

Vendors may use televisions, computers, speakers, or other audio equipment within their assigned booth space, provided that the volume is maintained at a level that does not unreasonably disturb or interfere with attendees, neighboring Vendors, Event staff, presentations, or other Event activities.

Sound from Vendor’s booth must be directed inward toward the booth space to the extent reasonably practicable. Speakers and other audio equipment may not be positioned in aisles or directed toward neighboring booths or common areas.

Organizer may require Vendor to reduce, redirect, or discontinue the use of any sound or amplification equipment if Organizer reasonably determines that the volume or manner of use is disruptive or interferes with the Event or another Vendor’s participation. Vendor shall promptly comply with any such request.

The use of sound or amplification equipment does not permit Vendor to exceed applicable Event or venue noise limits or otherwise interfere with the operation of the Event.

Products, Sales Authorization, and Marketing Claims

Authorized and Lawful Products

Vendor represents and warrants that it is legally authorized to sell, distribute, display, and promote all products and services offered at the Event and that it has all rights, licenses, permits, and authorizations necessary to do so. Vendor shall comply with all applicable federal, state, and local laws, regulations, and requirements relating to the manufacture, distribution, advertising, labeling, marketing, and sale of its products and services.

Authenticity and Counterfeit Goods

Vendor shall offer only genuine, authentic, and lawfully obtained products. The sale, display, distribution, promotion, or solicitation of counterfeit, unauthorized, stolen, illegally obtained, or otherwise infringing goods is strictly prohibited. Vendor shall not display or use any trademark, logo, copyrighted material, or other intellectual property unless Vendor has the legal right or authorization to do so.

Truthful Marketing and Health Claims

Vendor shall ensure that all representations, statements, advertising, demonstrations, labels, and promotional materials concerning its products and services are truthful, accurate, and not misleading. Vendor shall not make false, deceptive, unsubstantiated, or misleading claims regarding the health, medical, therapeutic, performance, safety, or other benefits or characteristics of any product or service. Vendor shall not represent that a product can diagnose, treat, cure, prevent, or otherwise affect a disease, medical condition, or other health condition unless such representation is legally permitted and adequately substantiated.

Vendor Responsibility

Vendor is solely responsible for the products and services it offers and for the accuracy and legality of its representations concerning those products and services. Vendor shall indemnify and hold harmless Organizer and the Event venue from claims, damages, liabilities, costs, and expenses arising from Vendor’s violation of this provision, subject to the indemnification provisions of this Agreement.

Organizer’s Right to Act

Organizer may, in its reasonable discretion, require Vendor to remove, discontinue the sale or display of, or cease making representations concerning any product, claim, or promotional material that Organizer reasonably believes violates this Agreement, applicable law, or the rights of another party. Organizer may also deny or revoke permission to sell or display a product where its authenticity, legality, authorization, or marketing claims are reasonably questioned. If Vendor fails to comply promptly with such a request, Organizer may require Vendor to cease the applicable activity or remove the Vendor from the Event without refund.

Fire, Safety, and Prohibited Equipment

Prohibited Equipment and Activities

For the safety of attendees, Vendors, Event personnel, and the venue, the following are expressly prohibited at the Event:

  • Open flames, candles, torches, burners, or other devices producing an open flame;

  • Fog machines, smoke machines, haze machines, or similar devices that produce smoke, fog, vapor, or atmospheric effects;

  • Compressed gases, including compressed air, helium, propane, butane, oxygen, or other pressurized or flammable gases;

  • Cooking or food-preparation equipment, including appliances that generate heat, flames, grease, smoke, or steam;

  • Adhesives, glues, paints, solvents, or other materials that may damage the venue, Event property, pipe-and-drape, flooring, or other surfaces, or create a health or safety hazard;

  • High-draw electrical equipment or appliances, including space heaters, heating elements, large appliances, or other equipment that exceeds the electrical capacity provided with the booth; and

  • Any other equipment, material, activity, or display that Organizer or the venue reasonably determines presents an unreasonable fire, electrical, health, safety, or property-damage risk.

Vendor shall not bring, use, store, or operate any prohibited equipment or conduct any prohibited activity at the Event.

Vendor is responsible for ensuring that all electrical equipment used in its booth is in good working order and is appropriate for the electrical service provided. Vendor shall not overload electrical circuits or use electrical equipment in a manner that creates a fire or safety hazard. Organizer may require Vendor to discontinue use of any equipment or activity that Organizer reasonably believes presents a safety risk.

Organizer may require the immediate removal of any prohibited or unauthorized equipment or material and may suspend or terminate Vendor’s participation in the Event for failure to comply with this provision.

Compliance with Venue Rules

Vendor shall comply with all applicable rules, policies, procedures, safety requirements, and operational requirements of the Event Venue, as well as all reasonable requirements communicated by Organizer concerning use of the Venue and participation in the Event.

Vendor is responsible for ensuring that its employees, representatives, contractors, agents, Co-Exhibitors, and other persons acting on Vendor’s behalf comply with applicable Venue requirements while participating in the Event.

Organizer may provide Vendor with Venue rules, requirements, or other applicable information before or during the Event. Venue requirements may include, without limitation, requirements concerning fire safety, electrical service, loading and unloading, access, noise, displays, signage, flooring, waste disposal, security, conduct, and use of Venue property.

Vendor shall be responsible for any damage to the Venue or Event property caused by Vendor or persons acting on Vendor’s behalf and for any charges, fees, fines, repair costs, or other reasonable expenses assessed as a result of Vendor’s violation of applicable Venue requirements.

If a conflict exists between this Agreement and a mandatory Venue requirement, the applicable Venue requirement shall control to the extent necessary to comply with the Venue’s requirements.

Shipping, Storage, and Delivery

Direct Shipments to Venue Prohibited

The Event venue does not have a receiving area or general package-receiving service for Vendors. Vendors may not ship or arrange for delivery of merchandise, booth materials, equipment, displays, or other items directly to the Event venue prior to the established load-in day and time. Packages delivered directly to the venue may be refused, misplaced, returned, or otherwise become unavailable to Vendor, and Organizer cannot guarantee their receipt, storage, or retrieval. Organizer assumes no responsibility for any loss, delay, damage, misdelivery, or other issue involving items shipped or delivered directly to the venue.

Hotel Delivery

Vendors may elect to ship materials to the hotel attached to the Event venue, subject to the hotel’s policies and availability. Vendors wishing to use the hotel for receiving, storage, or delivery should contact the hotel directly in advance to determine applicable rates, procedures, restrictions, and deadlines. Any arrangement between Vendor and the hotel is solely between Vendor and the hotel. Organizer is not responsible for the receipt, storage, handling, delivery, loss, damage, or timely availability of any materials shipped to or stored by the hotel.

Approved Fulfillment and Drayage Provider

Organizer has designated Reality Fulfillment as an approved provider of advance shipping, drayage, storage, transportation, delivery, and related services for the Event. Vendors may contact Reality Fulfillment directly to arrange these services and should review all applicable rates, terms, deadlines, and procedures before shipping materials.

Any agreement or arrangement between Vendor and Reality Fulfillment is separate and independent from this Agreement. Reality Fulfillment is an independent service provider and is not an agent, employee, or representative of Organizer. Organizer does not assume responsibility for any loss, theft, damage, delay, misdelivery, storage issue, transportation issue, service failure, or other claim arising from or relating to services provided by Reality Fulfillment. Any claims concerning such services must be addressed directly with Reality Fulfillment in accordance with the terms of Vendor’s agreement with that provider.

Vendor Responsibility

Vendor is solely responsible for arranging the timely shipment, receipt, storage, transportation, delivery, and removal of its merchandise, booth materials, equipment, and other property. Vendor should allow sufficient time for all shipments and transportation arrangements and should retain appropriate tracking and shipping documentation. Vendor is also responsible for ensuring that all shipments comply with applicable carrier, venue, hotel, and Event requirements.

Removal of Materials

Vendor shall remove all merchandise, displays, equipment, and other property from the Event venue during the designated move-out period. Vendor shall not leave materials, packaging, trash, or other property behind after the Event. Any materials left behind may be removed, stored, shipped, or disposed of by Organizer at Vendor’s expense. Organizer is not responsible for the loss or damage of property left behind by Vendor.

Security and Vendor Property

Security and Risk of Loss

Organizer may provide general security services at the Event, including overnight security, as a courtesy to Vendors and attendees. Such security is intended to promote general Event safety and is not a guarantee against theft, loss, damage, or unauthorized access.

Vendor acknowledges that it is solely responsible for the security and protection of its merchandise, inventory, equipment, displays, personal property, and other materials brought to or stored at the Event. Organizer and the venue shall not be responsible for any theft, loss of, or damage to Vendor’s property, regardless of whether such property is located within Vendor’s booth, elsewhere at the Event venue, or in storage or other areas designated for Vendors, except to the extent caused by the gross negligence or willful misconduct of Organizer or the venue.

Vendor is responsible for determining whether additional security measures or insurance are appropriate for its property. Vendors are encouraged to secure valuable or easily removable items when the Event is not open to the public and to maintain appropriate insurance coverage for their property.

The provision of security services by Organizer does not create a bailment or other duty to safeguard Vendor’s property and does not alter Vendor’s responsibility for its own property.

Insurance Requirements

Vendor shall, at its own expense, maintain Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, covering bodily injury, personal injury, and property damage arising from Vendor’s participation in the Event. Such coverage shall remain in effect during Vendor’s move-in, participation in, and move-out from the Event.

Organizer and the Event venue shall be named as additional insureds on Vendor’s Commercial General Liability policy. Vendor’s insurance shall be primary and non-contributory with respect to any insurance maintained by Organizer or the venue.

Vendor shall maintain workers’ compensation insurance as required by applicable law. If Vendor does not have employees participating in the Event and is not otherwise required by law to maintain workers’ compensation coverage, this requirement shall not apply.

Upon request, Vendor shall provide Organizer with a certificate of insurance (“COI”) evidencing the required coverage and additional insured status. Organizer may require the COI to be provided before Vendor is permitted to move into or participate in the Event. Failure to provide required evidence of insurance may result in Vendor being denied participation in the Event without refund.

Vendor is solely responsible for insuring its own property, equipment, merchandise, inventory, displays, and other materials brought to or used at the Event. Organizer and the venue are not responsible for loss of or damage to Vendor’s property.

Sales Tax and Special Event Reporting

Sales Tax Compliance

Vendor is solely responsible for complying with all applicable federal, state, and local laws and regulations relating to the collection, reporting, and remittance of sales and use taxes arising from Vendor’s sales at the Event. Vendor shall collect and remit all applicable taxes at the rates required for sales made at the Event location.

The Event will be registered with the Illinois Department of Revenue (“IDOR”) as a special event in accordance with applicable Illinois requirements. Organizer will provide participating Vendors with the applicable special-event sales tax reporting form, payment coupon, and instructions provided by IDOR for the Event. Vendor shall accurately complete and timely submit all required forms and payments to IDOR in accordance with the instructions and deadlines provided by IDOR.

Organizer will provide Vendors with the applicable sales tax rate for the Event once the rate has been established through the special-event registration process. Vendor shall collect sales tax from purchasers at the applicable rate provided by Organizer and shall not use a different rate unless otherwise instructed by IDOR.

Vendor is solely responsible for determining whether it has any additional registration, licensing, tax, reporting, or other obligations arising from its participation in the Event or from its business activities generally. Participation in the Event and registration of the Event as a special event by Organizer does not relieve Vendor of any tax or other legal obligation applicable to Vendor.

Vendor shall maintain accurate records of its Event sales and shall retain all documentation required by applicable law. Vendor is responsible for any interest, penalties, assessments, or other liabilities resulting from Vendor’s failure to properly collect, report, or remit required taxes.

Organizer does not provide tax, accounting, or legal advice to Vendors. Vendors with questions regarding their individual tax obligations should consult their tax professional or contact the Illinois Department of Revenue.

Use of Vendor Name, Trademarks, Photography, and Video

Marketing and Promotional Use

Vendor grants Organizer and its authorized representatives a non-exclusive, royalty-free, worldwide license to use Vendor’s name, trade names, trademarks, service marks, logos, product images, and other materials provided by Vendor (“Vendor Marks”) in connection with the promotion, marketing, operation, and documentation of the Event and future editions of the Event.

This license includes the right to display Vendor Marks in Event websites, exhibitor directories, floor plans, signage, printed and digital marketing materials, social media, email communications, press releases, and other promotional or informational materials relating to the Event. Organizer may reproduce and resize Vendor Marks as reasonably necessary for these purposes, provided that Organizer will not materially alter the appearance of Vendor’s trademarks or logos.

Photography and Video

Vendor acknowledges and agrees that Organizer, its representatives, contractors, photographers, videographers, media partners, and other authorized persons may photograph, record, livestream, or otherwise capture images, audio, and video at the Event. Vendor grants Organizer and its authorized representatives the right to use, reproduce, edit, publish, display, distribute, and otherwise use such photographs, recordings, and other media (“Event Media”) in any format or medium, including websites, social media, advertising, promotional materials, press releases, recap materials, and future Event marketing.

Vendor acknowledges that Event Media may depict Vendor’s booth, displays, signage, products, demonstrations, and personnel, and Vendor consents to such use without additional notice, approval, or compensation. Organizer may use Event Media containing Vendor or its personnel in connection with the Event and its promotion, provided that Organizer will not intentionally use such Event Media to falsely imply that Vendor endorses a product, service, or organization unrelated to the Event.

Vendor is responsible for informing its employees, representatives, contractors, and other personnel participating at the Event of the photography and recording described in this provision and for obtaining any consents or releases from such individuals that may be required by applicable law.

Ownership of Vendor Marks

Vendor retains all right, title, and interest in and to its Vendor Marks. Nothing in this Agreement transfers ownership of any Vendor Mark to Organizer. Vendor represents that it has the right to grant the licenses and permissions described in this provision and that Organizer’s authorized use of the Vendor Marks and Vendor-provided materials will not infringe the rights of any third party.

Organizer is not required to use Vendor Marks or Event Media in any particular manner or to include Vendor in any particular Event marketing or promotional material except as expressly defined in a sponsorship agreement.

Organizer’s Right to Refuse or Remove Exhibitor

Organizer reserves the right to refuse, restrict, suspend, or terminate Vendor’s participation in the Event, or to require Vendor or any of its personnel to leave the Event, if Organizer reasonably determines that Vendor or its personnel:

  • has violated this Agreement, the Event rules, or the reasonable requirements of Organizer or the Event venue;

  • has provided false, misleading, or materially incomplete information to Organizer;

  • is selling, displaying, promoting, or distributing products or services that are unauthorized, counterfeit, illegal, unsafe, or otherwise prohibited under this Agreement or applicable law;

  • is making false, deceptive, misleading, or unsubstantiated claims concerning its products or services;

  • is engaging in conduct that is threatening, harassing, disruptive, unsafe, or materially interferes with the Event or another Vendor’s participation;

  • has failed to maintain required insurance or otherwise failed to satisfy a material requirement for participation;

  • has abandoned its booth, engaged in unauthorized early teardown, or otherwise failed to comply with the Event’s staffing or operating requirements; or

  • has engaged in other conduct that Organizer reasonably believes presents a significant risk to the safety, security, reputation, or orderly operation of the Event.

Organizer may also decline to accept or confirm a Vendor’s participation before the Event where Organizer reasonably determines that the Vendor, its products, services, proposed activities, or manner of participation are inconsistent with the nature or purpose of the Event.

Where reasonably practicable, Organizer may provide Vendor with an opportunity to correct a violation before requiring Vendor to cease the applicable activity or leave the Event. However, Organizer may require immediate cessation of an activity or removal from the Event where Organizer reasonably determines that immediate action is necessary to protect the safety or security of attendees, Vendors, staff, the venue, or the Event.

If Vendor’s participation is refused, suspended, or terminated due to Vendor’s violation of this Agreement or the Event rules, Vendor will not be entitled to a refund or credit of fees paid and will remain responsible for any amounts otherwise due under this Agreement. Organizer may also prohibit Vendor from participating in future Events.

Organizer’s exercise of its rights under this provision shall not limit any other rights or remedies available to Organizer under this Agreement or applicable law.

Indemnification

Vendor shall defend, indemnify, and hold harmless Organizer, its members, managers, officers, employees, agents, representatives, contractors, and the Event venue, together with their respective officers, employees, agents, and representatives, from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to:

  • Vendor’s breach of this Agreement or the Event Rules;

  • Vendor’s violation of any applicable law, regulation, ordinance, or Venue requirement;

  • the acts or omissions of Vendor or its employees, representatives, contractors, agents, Co-Exhibitors, or other persons acting on Vendor’s behalf;

  • Vendor’s products, merchandise, equipment, displays, or materials;

  • Vendor’s demonstrations, interactive activities, or other activities conducted at the Event;

  • any injury to or death of any person arising from Vendor’s participation in the Event; or

  • any claim that Vendor’s products, services, materials, trademarks, advertising, or other content infringe or violate the rights of another person or entity.

Vendor’s obligations under this provision shall not apply to the extent a claim, loss, or expense is caused by the gross negligence or willful misconduct of the party seeking indemnification.

Limitation of Liability

To the fullest extent permitted by applicable law, Organizer and its members, managers, officers, employees, agents, representatives, contractors, and the Event venue shall not be liable to Vendor for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business opportunities, loss of goodwill, or other similar losses arising out of or relating to Vendor’s participation in the Event, even if Organizer has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, Organizer’s total aggregate liability to Vendor arising out of or relating to this Agreement or Vendor’s participation in the Event shall not exceed the total amount of fees actually paid by Vendor to Organizer under this Agreement.

Nothing in this provision shall limit liability to the extent such limitation is prohibited by applicable law.

Governing Law and Dispute Resolution

Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or Vendor’s participation in the Event shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict-of-laws principles.

Informal Resolution

Before commencing formal legal proceedings, the parties shall make reasonable efforts to resolve any dispute arising out of or relating to this Agreement through good-faith discussions between representatives authorized to resolve the dispute. Nothing in this provision prevents either party from seeking immediate relief when necessary to protect its rights or interests or to address an urgent matter.

Venue and Jurisdiction

Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in Johnson County, Iowa, and each party irrevocably consents to the jurisdiction and venue of such courts.

Attorneys’ Fees and Costs

Each party shall be responsible for its own attorneys’ fees and costs, except as otherwise provided by applicable law or this Agreement.

General Provisions

Entire Agreement

This Agreement, together with any Event rules, exhibitor manual, order forms, addenda, and other documents expressly incorporated into this Agreement, constitutes the entire agreement between Organizer and Vendor concerning Vendor’s participation in the Event and supersedes all prior or contemporaneous discussions, representations, communications, or agreements concerning such participation.

Amendments

No amendment or modification of this Agreement shall be binding unless made in writing and authorized by Organizer. Organizer may make reasonable changes to Event rules, procedures, schedules, floor plans, or operational requirements as necessary to conduct the Event, provided that such changes do not materially alter Vendor’s contractual obligations without Vendor’s agreement.

Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect. If the provision cannot be enforced, it shall be severed from this Agreement without affecting the validity or enforceability of the remaining provisions.

Waiver

No failure or delay by Organizer in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. Any waiver must be made in writing and shall apply only to the specific instance for which it is given.

Assignment

Vendor may not assign, transfer, delegate, or otherwise convey any of its rights or obligations under this Agreement without Organizer’s prior written consent. Any attempted assignment or transfer in violation of this provision is void. Organizer may assign this Agreement or its rights and obligations to an affiliate, successor, purchaser, or other entity in connection with a merger, reorganization, sale, or transfer of the Event or substantially all of Organizer’s relevant business assets.

No Third-Party Beneficiaries

This Agreement is entered into solely for the benefit of Organizer and Vendor and does not create any rights or benefits in any third party, except where expressly stated otherwise in this Agreement.

Electronic Acceptance

Vendor’s electronic acceptance of this Agreement, submission of an executed electronic form, payment of booth or participation fees, or other electronic confirmation of participation shall constitute Vendor’s agreement to be bound by this Agreement and shall have the same effect as a handwritten signature.