MODE MARKET TERMS AND CONDITIONS

1. SPACE ASSIGNMENT
Efforts will be made to assign exhibit/booth space in accordance with Exhibitor’s specified preference; however, no guaranty is made by MODE Market, LLC that Exhibitor’s preference will be met. All booth sales will be processed in the order in which they are received.

2. EXHIBIT DISPLAY SPACE
MODE Market, LLC will provide display space to Exhibitor as indicated on the official floor plan, to the extent possible, but reserves the right to make any changes in the interest of any Exhibitor or MODE Market, LLC. MODE Market, LLC reserves the right to decline or prohibit any exhibit product or service that, in their sole judgment, does not fit the character of the MODE MARKET. This reservation is all-inclusive as to persons, things, printed matter, products, and conduct.  For example, MODE Market, LLC will refuse exhibit space to a manufacturer of exotic dancewear, as it does not fit the character of MODE Market.

3. SUBLETTING SPACE

No Exhibitor may assign, sublet, or apportion exhibit space in whole or in part, nor exhibit any products or services other than those provided or sold in the normal course of Exhibitor's business.

4. EXHIBIT SPACE

Each booth measures 10' across the front and 8' deep. Backdrops must be purchased from MODE Market’s preferred vendor to ensure uniformity of presentation.  Exhibitor will provide original artwork for backdrops that should not include any nudity or vulgar language. Additional information about furniture, carpeting, utility outlets, and complete display service information will be provided at a date closer to Market.

5. HEIGHT LIMITATIONS FOR DISPLAYS

Exhibitor shall not display or place any product, sign, partition, person, apparatus, shelving, or other construction that extends more than 8' above the floor or more than 6' forward from the back wall of the booth space, with the exception of display racks, tables, and chairs. No interference with other Exhibitors is permitted.

6. SET UP AND TEAR DOWN

All exhibit installations must be completed on the Set Up Date. Any space not claimed and occupied or for which no special arrangements have been made before 7 p.m. on the Set Up Date may be resold or reassigned by MODE Market, LLC without any obligation on the part of MODE Market, LLC for any refund whatsoever. In the event Exhibitor experiences an emergency its agents should notify MODE Market, LLC as soon as possible. Exhibitors must Tear Down on the Tear Down date during the designated hours.  Failure to Tear Down in time will lead to the venue charging extra fees, which the offending Exhibitor will be responsible for paying.

Exhibitors are required to participate during all show hours each day. Early Tear Down is not permitted.  Exhibitor understands and agrees that early withdrawal from Exhibitor's space could adversely affect MODE Market, LLC and could cause MODE Market, LLC to incur additional expenses. If Exhibitor fails to exhibit throughout all show hours, MODE Market, LLC reserves the right to adversely consider Exhibitor's record of non-performance in future MODE MARKET contract opportunities. No installing, dismantling, rearranging, repairing, servicing, removing, or supplementing of exhibits are permitted during the viewing hours without the permission of MODE Market, LLC. Dismantling of displays must not begin until after the exhibits close in order to assure the safety of MODE Market, LLC retailers and exhibitors.

7. EXHIBITOR COSTS

MODE Market, LLC is not responsible for any of Exhibitor’s costs. Exhibitor bears all responsibility for any costs it undertakes to comply with this Contract.

8. EXHIBITOR ADMISSION CREDENTIALS

Exhibitor must furnish MODE Market, LLC with an advance list of its representatives. Exhibitor must not send any representative who has been convicted of a violent felony (in any jurisdiction) or for whom Exhibitor has reason to believe might pose a danger to others. Representatives must register upon arrival at the exhibit area and must wear Exhibitor identification badges at all times.  Exhibitors will be admitted to the Exhibit Hall one hour before the Exhibit Hall opens on each day of the MODE MARKET, and power and lights will be turned on at that time. Any special arrangements or requirements must be coordinated with MODE Market, LLC.

MODE Market, LLC reserves the right to exclude from the exhibit area and/or the MODE MARKET, without any refund or reimbursement, any Exhibitor (including its employees, independent contractors, or agents of any kind) who breaches this Contract, behaves inappropriately (including sexual harassment) at MODE MARKET functions or in the Exhibit Hall, violates the law, misrepresents Exhibitor’s products or services, or otherwise brings discredit upon the MODE MARKET or MODE Market, LLC. Any such conduct shall constitute a material breach of this Contract.

Exhibitor authorizes MODE Market, LLC to capture or record Exhibitor’s exhibit space, including all persons and property situated therein, and use same in any medium (photograph, video, etc.) for any lawful purpose.

10. CANVASSING AND OTHER ACTIVITIES

Interviews, demonstrations, seminars, presentations, selling, distributions of literature, etc., are permitted only within Exhibitor’s space.  MODE Market, LLC does not permit non-exhibitors or non-sponsors to canvass, solicit, hold conferences, or distribute literature or other promotional devices during the Market. 

Aisles must be kept clear of exhibit materials, and debris must be disposed of in building trash containers. Fire regulations in most exhibit facilities prohibit storing product, literature, empty packing containers, or packing materials behind back drapes or under draped tables. In most cases, however, Exhibitors may store a limited supply of literature or product appropriately within the booth area, as long as these items do not impede access to utility services, create a safety problem, or look unsightly.

Meetings, demonstrations, press conferences, seminars, presentations, selling, or social functions held by Exhibitors must not be scheduled during exhibit hours or conflict with any official Market activities unless approved by the MODE Market, LLC Board. Any such conduct shall constitute a material breach of this Contract.

11. DRAWINGS, DOOR PRIZES AND OTHER GIFTS

Exhibitors may only provide prizes or gifts in accordance with law and the terms of this Contract. Exhibitors conducting drawings or offering prizes must comply with state laws prohibiting gambling and bribery. 

12. SALE OF MERCHANDISE

Unless otherwise prohibited by the Facility or by law, Exhibitor may sell or give away products on the exhibit floor during regular exhibit hours, provided that Exhibitor defends and indemnifies MODE Market, LLC, including their respective employees, agents, representatives, directors, committee members, board members and officers, and holds and saves them harmless from every claim of any kind that may arise from the sale of such products, including without limitation, any consumer suit, complaint, or demand; any product liability suit; any claim for sales or use taxes; or any other claim, demand, or suit, whether in a court of law or equity or in an administrative forum. MODE Market, LLC reserves the right, in their sole discretion, to prohibit or discontinue sales for any reason, at any time. All Exhibitors, whether or not such Exhibitors have Texas business locations, must comply with all applicable laws, rules, and regulations including applicable provisions of city codes, building codes, fire codes, Facility rules and regulations, and state and federal laws and regulations of the state of Texas and the state where MODE Market takes place.

13. GENERAL RULES

No part of the building shall be defaced in any manner, nor shall signs or other articles be posted, nailed, or otherwise affixed to any pillars, walls, doors, or other parts of the building. Helium balloons are not allowed in the Facility. Exhibitor is liable for the cost of removing excess debris. Exhibitors must comply with all rules and regulations of the Facility. Such rules and regulations are available for review by contacting the Facility directly. No animals are permitted in the Facility unless written permission for such animal’s presence is given. With the exception of service animals, no animals are permitted in the Facility. Exhibitor is responsible for and agrees to maintain proper control of any animals in the Facility, and further agrees to defend and indemnify MODE Market, LLC (including their respective employees, agents, representatives, directors, and officers) and the Facility and hold and save them harmless from any claim, liability, or loss, including without limitation attorneys’ fees, arising out of or related to the presence of such animals. To the extent applicable and enforceable by law, possession of firearms is forbidden in the Facility with the exception of licensed peace officers and licensed honorably retired peace officers.

14. NOISE AND SOUND

Musical instruments, radios, sound systems, motion-picture equipment, recorded music players, noise-creating devices, or amplifying systems shall be operated only at a level that will not interfere with other Exhibitors or add unduly to general acoustical inconvenience, and their operation must conform to MODE requirements.

15. INSURANCE

Exhibitor shall have the following insurance covering the dates of the MODE MARKET (including SET UP Dates and TEAR DOWN Dates): (a) comprehensive general liability insurance for bodily injury or death and property damage relating to Exhibitor’s use of the MARKET Facilities, including its assigned exhibit space, in the amounts of $500,000 per occurrence and $1,000,000 aggregate, with coverage extending to the acts and omissions of Exhibitor and its employees and agents; (b) employers liability insurance with minimum limits of $500,000 per accident or injury and disease limits of $1,000,000 per policy; (c) workers’ compensation per statutory amounts. MODE Market, LLC shall be named as additional insured on all such insurance by appropriate endorsement and all policies shall contain an endorsement waiving any claim or right of subrogation against MODE Market, LLC.

16. COPYRIGHT/INTELLECTUAL PROPERTY

Exhibitors are responsible for obtaining permission or the license to use any copyrighted work that is performed, broadcasted, or displayed by such Exhibitor during the MODE Market and to be prepared to furnish proof to MODE of compliance with all intellectual property laws, including but not limited to copyright laws, if requested. Each Exhibitor assumes full liability for any infringement of intellectual property rights committed by or on behalf of such Exhibitor and agrees to (a) defend and indemnify MODE, including their respective employees, agents, representatives, directors, and officers, (b) hold and save them harmless, and (c) assume all costs and damages for any direct or indirect liability MODE may incur by such infringement. For any infringement committed, each Exhibitor agrees to assume the duty to defend, including paying for all costs associated with the infringement defense, giving MODE the right to control litigation and choice of counsel. The provisions of this section shall survive the termination of this Contract.

17. INDEMNITY AND LIABILITY PROTECTION

A. PROTECTION FOR MODE Market, LLC: Exhibitor agrees to defend and indemnify MODE Market, LLC, including their respective employees, agents, representatives, directors, and officers, and hold and save them harmless from and against all claims, actions, damages, losses, expenses, and liabilities arising out of any act, omission, negligence, or misconduct of Exhibitor or any of its employees, agents, representatives, or contractors at the Facility, including the Exhibit Hall and Exhibitor’s assigned space, and any failure to comply with this Contract by Exhibitor or any of its employees, agents, representatives, or contractors. EXHIBITOR RELEASES MODE Market, LLC FROM ANY LIABILITY RELATING TO THE LOSS OF OR DAMAGE TO EXHIBITOR’S GOODS OR PROPERTY AT THE FACILITY. EXHIBITOR AGREES THAT MODE Market, LLC MAXIMUM LIABILITY UNDER THIS CONTRACT WILL NOT EXCEED THE TOTAL AMOUNT EXHIBITOR PAID TO MODE Market, LLC PURSUANT TO THIS CONTRACT. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS CONTRACT.

18. TERMINATION/REMEDIES

This Contract may be terminated under any of the following circumstances.

A. Exhibitor may terminate this Contract, without any liability, if the performance of this Contract by Exhibitor is made impossible or illegal by acts of God, war, government regulation, public health order, or civil disorder (each, a “Force Majeure Event”), provided that Exhibitor gives written notice to MODE Market, LLC within 10 days of learning of any Force Majeure Event.

B. MODE Market, LLC may terminate this Contract if MODE Market is cancelled for any reason. Exhibitor’s fees will be refunded only if the entire in-person MODE Market is cancelled and is not replaced with a “virtual” or “hybrid” MODE Market under Section 26 of these Rules and Regulations.

C. MODE Market, LLC may terminate this Contract if Exhibitor fails to comply with these Rules and Regulations, and Exhibitor shall be liable for any damages and reasonable attorney’s fees incurred by MODE Market, LLC as a result of Exhibitor’s failure to comply.

D. Exhibitor may cancel its application at any time before Exhibitor is notified that the application has been accepted by MODE Market, LLC and will receive a full refund of any payments made by Exhibitor.

E. After Exhibitor is notified that the application has been accepted by MODE Market, LLC and that Exhibitor is under Contract, the Exhibitor may not cancel except for other reasons laid out in this contract.

F. MODE Market, LLC reserves the right to terminate the Contract if all required payments are not received from Exhibitor by stated deadlines.

19. COMPLIANCE/NON-WAIVER

MODE Market, LLC reserves the right to make ancillary rules and regulations, as MODE Market, LLC deems necessary or appropriate to enhance the success of the MODE Market, in the form of the Exhibitor Service Kit or other written format that provides notice to Exhibitor. However, any such ancillary rules and regulations shall not conflict with the terms of this Contract or otherwise diminish either party’s rights hereof. Failure of MODE Market, LLC to declare any violation of the Contract immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such violation. MODE Market, LLC shall have the right to declare any violation at any time and take any action authorized by this Contract or by law. Any and all matters not specifically covered by these rules and regulations shall be subject to the decision of MODE Market, LLC, consistent with this Contract.

20. NON-DISCRIMINATION/HARASSMENT POLICY

MODE Market, LLC is committed to providing a welcoming, civil, and safe environment for all participants and guests. MODE Market, LLC will not tolerate any form of unlawful discrimination, any form of harassment, or any form of offensive conduct by any person toward any of our staff, registrants, guests, or other participants. Anyone deemed to be in violation of this policy will be required to leave the event immediately at request of a MODE Market, LLC board member, and no refund will be issued. Anyone wishing to report conduct that violates this policy should visit the attendee registration desk and speak with a MODE Market, LLC representative. However, anyone who feels in danger should contact law enforcement (911) or security at the Facility immediately.

21. USE OF LOGOS AND TRADEMARKS

Exhibitor will be provided with a media kit containing material that exhibitors may use in their promotional material as a MODE Market, LLC exhibitor. Exhibitor may only use that media kit material, must follow the guidelines established in the media kit, and cannot copy or manipulate MODE Market, LLC logos, trademarks, or other intellectual property without their prior written permission. Unless otherwise set out in a separate written agreement, any promotional material must not indicate or imply that MODE Market, LLC created or endorsed the material or Exhibitor. Exhibitor's material must not be misleading about its relationship with MODE Market, LLC as an exhibitor. Nothing in this Contract makes Exhibitor a MODE Market, LLC sponsor, underwriter, or endorser, and Exhibitor shall not communicate or imply otherwise.

22. AMERICANS WITH DISABILITIES ACT

Exhibitor agrees to comply with the laws and regulations set forth for public accommodation by the Americans with Disabilities Act (“ADA”) and applicable state and local law. Exhibitor further agrees and warrants that any Exhibitor booth, display, or other contrivance placed in the exhibit space licensed to Exhibitor by MODE Market, LLC shall at all times comply with the ADA and applicable state and local law, including accessibility, usability, and configuration. Exhibitor further agrees to fully defend and indemnify MODE Market, LLC, including their respective employees, agents, representatives, directors, and officers, and hold and save them harmless from any and all claims or actions (including administrative claims) brought against MODE Market, LLC as a result of Exhibitor being in violation of the ADA, its regulations, or applicable state or local law during the period of this Contract, including the amount of any claim or judgment MODE Market, LLC is compelled to pay, and the costs, including attorney fees incurred by them in defending against all such claims. MODE Market, LLC reserves the right to revoke this Contract without penalty if it determines that Exhibitor is in violation of the ADA or any other law with respect to any exhibit booth, display, or other contrivance placed in the space licensed to Exhibitor under this Contract.

23. VENUE

This Contract is governed by Texas law and venue for any legal proceeding concerning this Contract shall lie in the state or federal courts located in Denton County, Texas.

 
24. SURVIVAL

Exhibitor agrees that it shall remain obligated to MODE Market, LLC under all clauses of this Contract that expressly or by implication survive the expiration of the period contemplated by this Contract.

25. ENTIRE AGREEMENT

This Contract represents the complete understanding of the parties. Unless specifically provided otherwise in this Contract, MODE Market, LLC may amend this Contract by providing Exhibitor written notice of the amendment at least 30 days before the amendment’s effective date (which shall be stated in the notice) or at least 20 days before MODE Market. If MODE Market, LLC presents such an amendment to Exhibitor, Exhibitor may cancel this Contract, without payment of any cancellation fees and with a full refund of any payments made to MODE Market, LLC related to this Contract as of the date of cancellation, by providing written notice to MODE Market, LLC prior to the amendment’s effective date. If Exhibitor does not provide MODE Market, LLC a written notice of termination by the effective date, the amendment shall be considered accepted by conduct. Exhibitor’s signature will not be required for the amendment to be effective.

26. VIRTUAL OR HYBRID CONVENTION

A. MODE Market, LLC may, in their sole discretion and for any reason, hold a “virtual” MODE Market over the internet in place of an in-person MODE Market or may hold a “hybrid” MODE Market that includes both in-person and virtual events.

B. If MODE Market, LLC chooses to hold a virtual or hybrid Market, MODE Market, LLC will provide written notice to Exhibitor. Such written notice will include a description of the benefits offered to Exhibitor in place of or in addition to the benefits offered for an in-person MODE Market.

C. Upon written notice of a virtual or hybrid MODE Market, Exhibitor will have 10 days from the date of the written notice to cancel this Contract without payment of any cancellation fees and with a full refund of any payments made to MODE Market, LLC related to this Contract as of the date of cancellation. If Exhibitor does not cancel this Contract within 10 days of the date of the written notice, (i) Exhibitor will be deemed to have accepted both the change to a hybrid or virtual Market and any resulting change in benefits offered to Exhibitor, and (ii) any subsequent cancellation of this Contract will be ineligible for refund and will be subject to any applicable cancellation fees.

D. The replacement of an in-person Market with a hybrid or virtual Convention shall not constitute a cancellation or termination of MODE Market or this Contract under Section 18 of this Contract or an amendment or breach of this Contract.

27. NON-ENDORSEMENT

The views expressed in presentations and materials distributed and displayed at MODE Market are the views of the presenters only and do not necessarily reflect the views of MODE Market, LLC, or their respective members, officers, directors, executive committees, employees, agents, or representatives.

 
28. INFORMATION SHARING

Exhibitor authorizes MODE Market, LLC to share information regarding Exhibitor with third-party service providers to be used to fulfill the requirements of this Contract and to perform other duties in connection with MODE Market. The information shared may include Exhibitor’s name, address, phone number, and email address, as well as the name, email address, and other contact information of Exhibitor’s personnel who were disclosed to MODE Market, LLC.

29. COVID-19 COMPLIANCE AND WAIVER

Exhibitor acknowledges that in-person attendance at an event is completely voluntary. BY EXHIBITING AT THIS EVENT, EXHIBITOR HEREBY WAIVES ANY AND ALL CLAIMS AGAINST MODE Market, LLC, INCLUDING ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, EXECUTIVE COMMITTEES, EMPLOYEES, AGENTS, AND REPRESENTATIVES, FOR ANY COVID-19 EXPOSURE OR RELATED ILLNESS OR HARM THAT RESULTS FROM EXHIBITOR’S IN-PERSON PARTICIPATION IN THIS EVENT. Exhibitor further agrees to comply with any COVID-19 Safety Measures published by MODE Market, LLC, as well as any safety guidelines or protocols posted or communicated by the Facility or any governmental authority.