Aircraft Owners and Pilots Association
Terms and Conditions for Sponsors and Exhibitors of the 2022 AOPA Foundation High School Event (these “Terms and Conditions”). The AOPA Foundation, Inc. (“AFI”) and Exhibitor or Sponsor (“Exhibitor/Sponsor”) may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.
These Terms and Conditions shall apply to all Exhibitors or Sponsors who register with AFI and agree to the Exhibitor and Sponsor Agreement (“Agreement”), for the AOPA Foundation’s 2022 High School Event (“Event”). By being designated or participating as an “Exhibitor” and/or as a “Sponsor” at the Event, the Exhibitor/Sponsor (for itself, its employees, officers, agents, and contractors) agrees as follows:
1. Exhibition Space: If AFI agrees to provide, or if an Exhibitor/Sponsor purchases, an “exhibition space” from AFI, AFI hereby grants to the Exhibitor/Sponsor a limited license to use an “exhibition space” and act as an exhibitor or sponsor (as agreed upon between the Parties) at the selected Event(s). Although Exhibition spaces may have been assigned, they shall not be guaranteed or reserved until full payment of any applicable Exhibitor and/or Sponsorship Fees is received by AFI. Final booth placement shall be subject to AFI’s sole discretion.
2. General Guidelines/Rules of Conduct:
|a.||AFI may terminate this agreement and any license granted to Exhibitor/Sponsor to use an exhibition space or act as an exhibitor or sponsor at the Event without refund upon the occurrence of Exhibitor’s/Sponsor’s non-compliance or violation of any provision stated within this Agreement.|
|b.||All Exhibitors/Sponsors must abide by all the rules and requests, issued orally or in writing, of AFI and its staff concerning the Event, its facilities, equipment, event attendees, and property (including property owned or controlled by the Event venue) (collectively, “Event Property”), which may, without limitation.|
|c.||No Exhibitor/Sponsor may engage in behavior injurious to the reputation, safety, or enjoyment of AFI, other exhibitors, other sponsors, or any Event attendee.|
|d.||Compliance with Laws: Exhibitor/Sponsor agrees to comply with all applicable federal, state and local laws, rules and regulations, including health and safety codes and, related to its use of the Symposium Property.|
|e.||COVID-19 Guidelines: Exhibitor/Sponsor agrees that it, its employees, contractors, and agents shall abide by all Center for Disease Control COVID-19 Guidelines, as well as all additional health measures which may be required by AFI. Such measures may include, but are not limited to, wearing masks at all times, having temperatures checked prior to entering the Event, and maintaining social distancing measures.|
3. Term: The Term of the Agreement shall commence upon the date of registration by Exhibitor/Sponsor (“Effective Date”) for the Event(s) and shall continue until: (1) the conclusion of the Event; and (2) the completion of any outstanding fee obligations by Exhibitor/Sponsor, whichever occurs last.
4. Payment of Exhibitor/Sponsor Fees,
|a.||If Exhibitor/Sponsor fees, as described during the registration process or the Agreement, have not been paid at time of registration by Exhibitor/Sponsor, AFI shall invoice Exhibitor/Sponsor for any Exhibitor/Sponsor fees due.|
|b.||Exhibitor/Sponsor fees are payable upon registration and in no case later than ten (10) business days after AFI’s invoice to Exhibitor/Sponsor.|
|c.||AFI may immediately terminate this Agreement and offer such exhibition space to another 3rd party if Exhibitor/Sponsor fees not paid in full and still outstanding ten (10) days after invoice.|
5. Cancellations by Exhibitor/Sponsor.
|a.||All Exhibitor/Sponsor cancellation requests must be made in writing for any applicable refund, if any, to be processed.|
|b.||Booth Spaces: A 25% cancellation fee will be charged for cancellations received thirty (30) days or more prior to the Event. No refund will be provided for cancellations received by AFI within thirty (30) days of the Event unless the cancelled booth space is resold. If resold, a 25% cancellation fee and the difference between the original sale price and resold sale price will be charged.|
6. Termination by AFI. Without limiting any other remedies available to it, upon AFI’s written notice to Exhibitor/Sponsor, AFI may immediately suspend Exhibitor/Sponsor’s access to the Event or Event venue and terminate the Agreement immediately upon any: (1) unauthorized or illegal use of the Event Property by Exhibitor/Sponsor; (2) Exhibitor/Sponsor non-compliance with AFI instructions or with any term/provision of the Agreement, or (3) non-payment of applicable Exhibitor/Sponsor Fees. Upon the termination of the Agreement by AFI, any rights and/or licenses granted to Exhibitor/Sponsor therein will automatically terminate, and Exhibitor/Sponsor may not continue to use the Event Property or venue. AFI will have no liability to Exhibitor/Sponsor for any costs, losses, damages, or liabilities arising out of or related to AFI’s termination of the Agreement pursuant to this Section 6.
7. Cancelation or Rescheduling of Symposium.
|a.||Rescheduling of the Event. The Parties understand, acknowledge, and agree that due to factors beyond the control of either Party, such as, without limitation, weather, COVID-19 related government (federal, state, and/or local) restrictions, rules, regulations, etc., or environmental factors, AFI may need to reschedule or cancel the Event up to twenty-four (24) hours before the Event. If AFI reschedules the Event as permitted herein, AFI shall make reasonable efforts to reschedule the Event within thirty (30) days of the originally scheduled Event date. If AFI is unable to reschedule the Event within thirty (30) days of the originally scheduled Event date, AFI will cancel the Event and, at Exhibitor/Sponsor’s option: (1) refund to Exhibitor/Sponsor all Exhibitor/Sponsor fees paid; or (2) apply Exhibitor/Sponsor’s Fees to the following year’s Event fees. If Exhibitor/Sponsor chooses to have its fees applied to the following year’s Event, such action shall not guarantee that AFI will host an Event the following year. If no Event is hosted the following year, AFI shall refund the Exhibitor/Sponsor Fees then held by AFI. All rights granted to AFI in this section shall further apply to any rescheduled Event.|
|b.||Except to the extent as set forth herein, the Parties agree that AFI shall not be liable to Exhibitor/Sponsor for any costs or damages whatsoever which may be incurred by Exhibitor/Sponsor due to AFI’s rescheduling or cancellation of the Event, or any portion thereof.|
8. Media Release. Exhibitor/Sponsor hereby grants all rights, titles, and interests to AFI for any photographic images or audio/video captured by AFI, or its authorized agents, during the Event. Exhibitor/Sponsor hereby grants to AFI a worldwide, non-exclusive, perpetual license in and to all photographic images and video or audio recordings that may capture Exhibitor/Sponsor’s face(s), sound, or likeness by AFI, or its authorized contractors, during the Exhibitor/Sponsor’s engagement with the Event. AFI may use these recordings in media channels, marketing activities, or otherwise in the discretion of AFI.
9. Limitation of Liability.
|a.||AFI shall not be responsible for Exhibitor/Sponsor personal or business property.|
|b.||Assumption of Risk. Exhibitor/Sponsor hereby expressly and specifically assumes the risk of injury or harm that may arise from its participation at the Event and releases AFI from all liability for injury, illness, death, or property damage resulting from its participation in the Event.|
|c.||Release Waiver, and Covenant not to Sue. Exhibitor/Sponsor does hereby release, discharge, and covenants not to sue, and Exhibitor/Sponsor holds AFI harmless, including its employees, officers, affiliated companies, and authorized agents/contractors, from all liability, claims, and demands of whatever kind or nature, either in law or in equity, which may arise from Exhibitor/Sponsor’s activities related to the Event except to the extent such liability or claim shall have been caused by the gross negligence or willful misconduct of AFI. AFI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN NO EVENT SHALL AFI’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY EXHIBITOR/SPONSOR. IN NO EVENT WILL AFI, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR CONTRACTOR’S BE LIABLE TO EXHIBITOR/SPONSOR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE EVENT, INCLUDING, BUT NOT LIMITED TO, THE PARTICIPATION OR INABILITY TO PARTICIPATE IN THE EVENT, OR FOR ANY INFORMATION OBTAINED FROM OR THROUGH THE EVENT, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION REGARDLESS OF CAUSE.|
10. Indemnity. Exhibitor/Sponsor will indemnify, defend, and hold AFI and its employees, directors, officers, agents, and contractors harmless from and against all loss, damage, costs, liabilities, or claims including 3rd party claims and including property damage, injury, or death and reasonable attorneys’ fees arising out of or related to Exhibitor/Sponsor’s activities or use of the AFI exhibition space or Event Property, including but not limited to Exhibitor/Sponsor’s negligence, gross negligence, intentional misconduct, or criminal activities.
11. Insurance. Exhibitor/Sponsor shall satisfy the following insurance requirements throughout the entire Event:
|a.||Exhibitor/Sponsor agrees to maintain Commercial General Liability Insurance, including at least but not necessarily limited to: bodily injury; property damage; aircraft liability, when applicable; independent/sub-contractors; completed operations; contractual liability; and personal injury liability with a combined single limit of at least $1,000,000 each occurrence. Exhibitor/Sponsor shall include a waiver of subrogation in favor of AFI and naming AFI and the appropriate local entities at the event, as identified by AFI, as additional insured. Exhibitor/Sponsor shall present a valid Certificate of Insurance to AFI prior to the Event Date.|
|b.||No Waiver. Exhibitor/Sponsor’s failure to obtain or AFI’s failure to request or receive such Certificate of Insurance from Exhibitor/Sponsor shall not waive or otherwise relieve Exhibitor/Sponsor from its obligations otherwise stated within this Section or listed elsewhere in this Agreement.|
|c.||Additional Insurance Requirements. The minimum insurance coverages required herein are subject to increases at AFI’s sole discretion with not less than thirty (30) days written notice to Exhibitor/Sponsor of such changes.|
|a.||Assignment. Exhibitor/Sponsor may not assign, transfer, or otherwise delegate its rights or interests in this Agreement, in whole or in part, without prior written consent of AFI.|
|b.||Relationship of the Parties. No agency, partnership, association, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement, and the Parties shall be considered independent companies or contractors to one another.|
|c.||Governing Law, Forum, and Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland and shall be subject to the jurisdiction and forum of the same. The parties hereby consent to personal jurisdiction and venue in the State of Maryland waiving both Parties’ rights to objection for inconvenient forum. Should AFI be required to seek the services of an attorney to enforce its rights under this Agreement, and if AFI prevails in its action against Exhibitor/Sponsor, AFI will be entitled to recover reasonable attorney fees, legal costs, and other collection fees and costs incurred it in connection with such action.|
|d.||Force Majeure. Neither Party will be responsible or liable for, or deemed in default for, any delay or failure of performance due to causes beyond its control and therefore make performance inadvisable or commercially impracticable, including but not limited to accidents, acts of God, labor disputes, actions of any government agency, interruptions or delays in transportation, fuel supplies or electrical power delays, epidemics, pandemics (such as the ongoing Covid-19 pandemic), disease outbreak, or public health crisis. Either party seeking to terminate this agreement through this clause must give reasonable notice in writing to the other party.|
|e.||Severability and Waiver. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. The waiver, modification, or failure to insist by AFI of any conditions or terms of this Agreement will not void, waive, or modify any of the other terms or conditions nor be construed as a waiver or relinquishment of AFI’s right to future performance of any such term or terms.|
|f.||Complete Agreement. The Agreement, along with these Terms and Conditions, those terms and conditions as referenced throughout the Event application or registration process, and those terms and conditions posted at the Event constitutes the complete and exclusive understanding and agreement between the Parties regarding Exhibitor/Sponsor’s access to the Event or use of the exhibition space and shall supersede all prior or contemporaneous agreements or understandings, written or oral, relating to this subject matter. The person accepting this Agreement warrants and represents to AFI that he or she has the authority to bind the corporate entity applying as an Exhibitor/Sponsor.|
[End of Terms and Conditions]