GENERAL PROVISIONS: This contractual agreement (”Contract”) between Jadlyn Incorporated (dba Today’s Bride) (hereafter “Publisher”) and the Advertiser and/or Exhibitor (hereafter “Client”) listed on the front of this Contract, either directly or through its advertising agency and/or authorized representation is effective immediately upon its acceptance (printed or electronic signature) by Client and Publisher and is expressly subject to this Terms and Conditions. Any different, conflicting or additional terms or conditions set forth in any written or oral communication from Client or its representatives are hereby objected to, refused and rejected (without further notice of such objection, refusal or rejection) and shall not be binding on Client unless agreed to in writing by a corporate officer of Publisher. Client has agreed to (1) purchase advertising in one or more of Publisher’s magazines (“Magazines”); (2) advertise on Publisher’s website www.TodaysBride.com (the “Website”); (3) participate as an exhibitor in one or more of Publisher’s bridal trade shows (“Shows”) and/or (4) as an exhibitor in a Show, purchase electronic mailing lists of brides attending such Show from Publisher (“Bridal Lead List”).
ELECTRONIC COMMUNICATIONS: Under this Contract for all purposes under applicable law, any electronic communication will be deemed a record and considered by Publisher as an “original business document.” Electronic communications, if introduced as evidence in any conflicts, shall be admissible between the parties to the same extent and under the same conditions as business documents originated and maintained in paper form. Advertiser waives any right to object to the validity or enforceability of this Contract or any other electronic communication on the grounds that the law requires agreements be in writing or signed by the bound party. For the convenience of the Advertiser, Publisher can receive submission of this Contract by facsimile or electronic signature and/or acceptance. The parties agree that, if a signed copy of this Contract is electronically transmitted in any format, the said copy shall be deemed to be an original document and fully enforceable thereas.
SEVERABILITY: If any clause of this Contract is found to be invalid or unenforceable, the remainder of the Contract shall continue in full force and effect without regard to the invalidated clause.
UNENFORCEABLE: If any provision of this Contract is found to be unenforceable by a court of competent jurisdiction, the remainder of the Contract shall remain enforceable.
GOVERNING LAW: This Contract and the rights of the parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio. Only Ohio courts shall have jurisdiction over any action or proceeding concerning the Contract and/or performance hereunder. Client hereby irrevocably consents to jurisdiction in a court of proper jurisdiction in Summit County, Ohio.
TOTAL DUE: The Client and its’ agent or authorized representative agree to be jointly liable to pay the Publisher the full amount on the “Annual Grand Total” line(s), plus any and all production costs, if required, for advertisement(s) to be published in one or multiple issues of the Magazine(s) and/or online and/or for show exhibit space. A non-refundable 50% retainer of the “Annual Grand Total” is due upon signing. Balance of the “Annual Grand Total” is due on or before net 30 days from acceptance and on or before Net 30 days of show date upon credit approval. Payment plans (available only through prior arrangement and approval) require an additional $3.50 per month processing fee. Non-sufficient funds checks may be electronically collected and a service fee of $30.00 will be charged. In the event of non-payment according to Contract, any Client credit card on file will be charged the full amount due. In the absence of a signature, a provided credit card number serves as acknowledgment and acceptance of the above agreement and the Today’s Bride Terms and Conditions. Any monies applied to product(s), service(s) or promotional item(s) contracted for but unused, abandoned or unfulfilled by Client will not be refunded or credited to account. Automatic monthly service charge of 1.50% shall be added to past due accounts.
CANCELLATION POLICY: No portion of the marketing item(s), product(s) or service(s) outlined on the reverse side of this agreement may be canceled or withdrawn once this contract is accepted, except pursuant to other provisions of this contract. In the event of breach of this Contract by Advertiser and if Publisher agrees, the contract shall be canceled without liability for a refund of fees paid. The Advertiser is considered to be in breach of this Contract if the Advertiser (1) transfers or attempts to transfer advertising or exhibit space to another party; (2) files for bankruptcy or is declared bankrupt; (3) fails to fully comply with the terms and conditions of this Contract. All prior payments and/or retainers are forfeited and Client further agrees to pay a cancellation fee in the amount of 25% of the “Annual Grand Total” cost as settlement., Publisher reserves the right to cancel the Contract.
DEFAULT: The parties agree that if Client fails to pay any amount when due, 25% of the unpaid balance shall be added to the amount past due as liquidated damages. Furthermore, Publisher shall be entitled to receive from the Client reasonable attorney’s fees together with court costs and any and all expenses incurred by Publisher or its representatives if this contract is breached in any way.
PUBLICITY / USE OF PHOTOS OR VIDEO: Client agrees that Publisher may list the Client in the Magazine, on the Website, or in Show promotional materials and use photography and/or video taken at any Show for publicity purposes without compensation to Client. Client agrees any photographs and/or video submitted for use in any promotional materials by Publisher may be edited, altered or modified to fit necessary publishing requirements.
OBJECTIONABLE MATERIAL: Publisher reserves the right to cancel, reject, or withdraw any advertisement deemed unacceptable due to objectionable material. Publisher reserves said right solely and exclusively at its discretion without right of claim by Client.
SOLE RESPONSIBILITY: Client shall retain sole responsibility for any advertisement, photographs, and all content provided by Client, and shall, at its own expense, defend Publisher and any other seller and/or distributor of the Magazine, Website or Shows against any and all damages, liabilities, costs, expenses, and claims arising or alleged to have arisen, directly or otherwise, out of the content provided by Publisher, including but not limited to attorney’s fees and litigation expenses, regardless of whether such claim is based on allegations of trademark and/or copyright violation, obscenity, falsification, misappropriation, unfair competition, trade defamation, or any violation of the law.
BRIDAL LEADS: Advertiser recognizes that any Bridal Lead List received from the Publisher are the exclusive property and trade secret of Publisher and is provided for the sole use of the Advertiser to use only as a direct service provider pursuant to the terms of this Contract. All Bridal Lead lists are coded to enable Publisher to monitor use. Upon signing this Contract, Client shall have a non-exclusive, royalty-free license to use such leads solely for purposes set forth available for a period up to 60 days after the show date. It is further understood and agreed that the Advertiser shall not under any circumstances lend, sell, reproduce, exchange, copy or share in any unauthorized way the information provided in the Weekly Leads and/or Bridal Show Lead List. If this information is used or threatened to be used in an unauthorized manner, Publisher shall be entitled to seek relief in any court of competent jurisdiction, including but not limited to injunctive relief, actual and punitive damages, reasonable attorney’s fees, costs and any and all other expenses. Client will not use the list or permit the list to be used to promote any other multi-business bridal- or wedding-related show or event, including Client’s participation within such an event, and that damages to Publisher for each such use shall be no less than $3,000.00. (A “use” shall mean each letter, telephone call, texting or e-mail sent to a lead on the lead list). It’s is the Advertiser’s responsibility to abide by the National Do Not Call Registry policies if telemarketing to the leads. In addition, upon breach of this Contract for any reason, Advertiser’s license to use such Lead List shall cease immediately.
These Bridal Show Terms and Conditions are extended, but not limited to, all persons, employees, contractors, representatives, agents or acquaintances associated with the Client before, during or after the Show and Client assumes all responsibility and penalties for their actions. Publisher reserves the right, at its sole discretion, to determine if a breach of this clause exists. Client may not assign its contract for exhibit space or permit any other person or company to use any part of such space. Client agrees to be held liable for any unauthorized use of its exhibit space and that the damages to Publisher resulting from each unauthorized use will be equal to the fee for the Client’s exhibit space in the Show. Client is prohibited from distributing or displaying materials in any fashion which have non-exhibitor(s) business information in them without prior permission.
SHOW DEPOSIT: Show booth reservation(s) require a 50% minimum deposit to hold said booth. Verbal or signed commitments are not recognized as sold booths until a 50% deposit has been made.
CANCELLATION POLICY FOR SHOWS: Exhibit booth space(s), marketing item(s), product(s) or service(s) contracted by Client as outlined on the reverse side of this agreement may not be canceled or withdrawn once this contract is accepted, except pursuant to other provisions of this contract. In the event of breach of this Contract by Advertiser and if Publisher agrees, the contract shall be canceled without liability for a refund of fees paid. The Advertiser is considered to be in breach of this Contract if the Advertiser (1) transfers or attempts to transfer advertising or exhibit space to another party; (2) files for bankruptcy or is declared bankrupt; (3) fails to fully comply with the terms and conditions of this Contract. All prior payments and/or retainers are forfeited and Client further agrees to pay a cancellation fee in the amount of 25% of the “Annual Grand Total” cost as settlement., Publisher reserves the right to cancel the Contract .
PAYMENT TERMS / CANCELLATION POLICIES: Advertiser is not be permitted to bring any equipment or display any material(s) into the Show without prior full payment. If payments are not made in accordance with the due dates specified in this Contract, Publisher may terminate this Contract and reassign space to another exhibitor. All payments are nonrefundable and nontransferable, and space reservations may not be canceled. Advertiser shall pay a fee of $30.00 if any check presented for payment is returned by a bank. Publisher reserves the right to cancel this Contract for any reason by giving 15 days written notice to Advertiser.
EXHIBIT RESTRICTIONS / SAFETY ISSUES: All displays erected for the Show must be free standing and may not exceed the boundaries of allotted exhibit space as determined by Publisher. Clients are prohibited from attaching anything to walls, columns, windows, or fixtures of Show facility. Client shall leave Show space occupied by them in the same condition as at the time when first occupied. Publisher reserves the right to restrict displays which, because of noise or method of operation, interfere with other participants, and to prohibit or remove such displays and/or personnel which in the opinion of Publisher become objectionable and/or detract from the character or appearance of the Show. The use of audio and/or video equipment is an exception to the rule, not a right, and Publisher reserves the right to determine at what point audio and/or video constitutes interference with others and must be discontinued. Client is charged with having knowledge of and compliance with all laws, ordinances, and regulations pertaining to licensing, sales tax, health, fire prevention, public safety, copyright, and the Americans with Disabilities Act. Exhibit materials, decorations, and display items must be fire safe. If Client’s exhibit does not comply with these regulations, or otherwise presents a hazard or danger, Publisher may remove the exhibit with no liability for refund of exhibit fees.
EXHIBIT SET-UP/BREAK DOWN: Client may only enter Show facility for the purpose of exhibit setup at a time designated by Publisher prior to Show start time. Client must use only authorized loading areas and remove vehicles from designated loading area immediately after unloading. The use of any loading assistance, if available, shall be at Client’s risk and Publisher is not liable for any personal injury or property damage resulting there from. Set-up of exhibit must be completed no later than 15 minutes prior to Show’s start time. If Client fails to occupy their assigned exhibit space one hour prior to doors opening, Publisher shall have the right to take possession of Client’s exhibit space without liability for a refund of exhibitor fees. Exhibit set-up during posted show times is strictly prohibited for safety reasons. Exhibits may not be dismantled before the Show has closed. In the event Client violates this provision, Client shall: (a) forfeit its rights to the Bridal Lead List, (b) be precluded from participation in future Shows, and (c) be subject to a fine of $100. Exhibits must be removed no later than the 2 hours after Show end time. Client shall be liable for all storage and handling charges resulting from failure to remove exhibit material from the Show before conclusion of break down period.
BOOTH LOCATION REQUEST: Publisher will make best efforts to assign the Show space and location requested by Client; however, Publisher reserves the right to alter the Show floor plan and/or reassign the location of Client to a space of comparable size and value. In the event of the relocation of an exhibit space, Advertiser shall receive a refund of the cost differential, if any, between the original and the relocated exhibit. Client agrees that Publisher shall not be liable for any loss or damage suffered by Client by reason of such relocation.
LIMITATIONS ON DISTRIBUTION OF PROMOTIONAL MATERIALS AND SHARING OF BOOTHS: Client is permitted to demonstrate products and/or services, solicit orders, and distribute advertising materials (including, but not limited to, signs, literature, or business cards) only from their assigned exhibit space and only for products and/or services which are provided in the Client’s normal operation of business. Distribution or display of advertising materials from non-exhibitors, and distribution of any advertising/promotional materials in aisles, registration areas, lounges, seating areas, or grounds of Show facility is prohibited. This Contract shall not be assigned, shared or transferred to another party and absolutely no modifications shall be made to the Contract without the mutual consent of the parties.
SOLE RESPONSIBILTY: Client represents that it is the owner of, or has obtained rights for the use of, any photography, artwork or content displayed or distributed at the show or provided to Publisher. Advertiser agrees to indemnify and hold Publisher harmless for any and all claims, liability and damages, including attorney fees and court costs, which may arise from any material provided or displayed by Advertiser, regardless of whether such claim is based on allegations of trademark and/or copyright violation, obscenity, falsification, misappropriation, unfair competition, trade defamation, or any violation of the law.
NON-COMPETITION: Publisher reserves the right to exclude Client from participation within any Bridal Lead List generating programs including those accrued by, but not limited to, Publisher’s events. Exclusion from these programs is determined solely by what Publisher deems as a “competing” or “rival” production of or sponsorship of another bridal trade show, sixty (60) days prior to or after any Show, and/or within a fifty mile radius from any Show exhibition site.
EXHIBITOR NAME BADGES: For security and safety reasons, all Client personnel must wear an official exhibitor badge, provided by Client or from Publisher, the day(s) of the Show.
LIABILITY AND INDEMNIFICATION: Reasonable precautions will be taken by Publisher to protect persons and property during the show; neither Publisher, show facility, nor representatives of any of the same, shall be responsible for the personal safety of the Client or its representatives from injury, nor for the safety of the property of the Client from theft or damage. Client waives all claims of every kind against Publisher, show facility, and representatives of the same including, without limitation, all claims for damages based on personal property damage, destruction, loss or theft, personal injury or death, and any other act or failure to act of Publisher. Client agrees to indemnify and hold Publisher harmless from all claims, including expenses, damages, costs, and attorney’s fees, by Client, Client’s agents, employees, contractors, or by any other person, arising out of any act or omission in any way related to Client’s participation in the show, whether negligent or not. Client represents and warrants that it carries insurance coverage for the benefit of third parties reasonable for its industry.
LIABILITY FOR DISTRIBUTION OF EDIBLE ITEMS: Distribution of samples of food, beverage, or other edible items is subject to prior approval by Publisher and subject to any rules or restrictions set forth by the show facility. Distribution of alcoholic beverages is prohibited. A description of edible items to be distributed must be provided to Publisher at least two weeks prior to the show. Advertisers who distribute edible items agree to assume all liability, and indemnify and hold harmless Publisher, show facility, and representatives of the same, for damage or injury, which might ensure by reason of such distribution, and must provide proof of liability insurance with limits of not less than $300,000.
CHANGES AND MODIFICATIONS: The promotional and instructional information provided by Publisher to Advertiser is accurate as of its publication; however, Publisher reserves the right to change or modify details of the Show without notice. Publisher may issue additional rules as it deems necessary for the orderly presentation of the Show. Any rule may be amended at any time by Publisher and/or venue management provided that such amendment shall not substantially diminish the rights or increase the liability of Advertiser. This agreement shall represent the entire agreement between Client and Publisher. Publisher shall not be bound by any representation or understanding not expressly set forth in this Contract, provided however that this Contract is subject to any agreements between Show facility, contractors and/or labor unions. No provision of this Contract shall be modified except by the written mutual consent of the parties.
AMERICANS WITH DISABILITIES ACT: Any Advertiser requiring assistance under the Americans with Disabilities Act must notify Publisher in writing no later than 30 days prior to the Show.
FORCE MAJEURE: In the event of adverse weather conditions, fire, casualty, disaster, labor disputes, acts of God, or any other emergency situations beyond the control of Publisher, Publisher will use its best efforts to reschedule and/or procure alternate space for the Show. Exhibitor agrees that the terms and conditions set forth in this Contract shall apply to any rescheduled date and/or relocation, and Publisher shall not be liable to Advertiser for any loss or damage suffered by Advertiser by reason of such rescheduling and/or relocation of the Show.