The Exhibitor by signing the Exhibition Space Application is legally bound by the terms and conditions of this contract, which are also binding on the Organizer after the receipt of full payment.

1. DEFINITIONS
   1. Authorities mean all levels of relevant government officials and officials of premises that are being utilized by the exhibitors
   2. The contract is the contract referred to in clause 2.4
   3. The contract fee means the total cost of the space and related fees detailed in the space application
   4. The deposit is the portion of the contract fee if described in the exhibition space application.
   5. The exhibition is the exhibition described in the exhibition space application
   6. The exhibition venue is the place where the exhibition will be held as described in the exhibition space application
   7. The Exhibitor is the applicant whose details are set out in exhibition space application and ,where not inconsistent with the context a reference to the exhibitor, includes all of it employee’s agents or contractor
   8. The exhibitor manual means the manual relating to the exhibition supplied by the Organizer to the exhibitor which will in any event be made available to the exhibitor either in hard copy or online at least 1 month before the exhibition including any amendment
   9. The Exhibition Space Application means the form accompanying these terms and conditions
   10. Force majeure means an act of God, war, revolution or any other unlawful act against public order or authority an industrial dispute including strike or other labor disturbance a governmental restraint including a declaration of emergency, natural disaster including earthquake, fire or flood and any other event which is not within the Organizer PRIME EXPO INC control
   11. The insurance fee is the fee for public liability insurance coverage taken out by the Organizer and described in the space application
   12. The cancellation fee is the fee describe in the clause 12
   13. The move-in time is the time specified by the Organizer for the exhibitor to setup displays prior to the opening of the exhibition
   14. The move-out time is the time specified by the Organizer for the exhibitor to dismantle and remove displays following conclusion of the exhibition
   15. The Organizer is the PRIME EXPO INC.
   16. The Rules & Regulations means the rules and regulations contained within the exhibitor manual and elsewhere prescribed by the Organizer including any published or communicated deadlines. The Organizer may interpret, alter and amend any of the rules and regulations and to issue additional rules and regulation at any time it considers necessary to ensure the orderly operations of the exhibition
   17. The Space means the space within the exhibition venue described in the exhibition space application under “Stand Packages” including basic option of booth or shell scheme
2. APPLICATION FOR SPACE
   1. An application for space in the exhibition will be made by completing the exhibition space application attached as Exhibit “A” and returning it to the Organizer. The Organizer reserves the right to accept or reject the application. The Organizer requires the applicant/exhibitor to produce attested copies of the certificate of incorporation, business registration certificate or any company registration requirements and allied documentations as mentioned in the exhibition space application. The Organizer and exhibitor expressly agree and acknowledge that the space application may be prepared, signed and exchanged electronically or as hardcopy
   2. The exhibition space application covers the location of International Center, Toronto as a single exhibition. The exhibitor under this contract is legally bound to participate at this location by exhibiting its products
   3. After receiving the initial exhibition space application along with allied documentations and processing fee as explained under clause 10.1 & 10.2, the Organizer after due diligence will inform the applicant to proceed by booking the booth through PRIME EXPO INC website. The Organizer reserves the right to reject any application without assigning any reason
   4. The exhibitor cannot exhibit or promote itself under a different company name to that nominated on the exhibition space application without expressed permission of the Organizer
   5. The Organizer may accept an application for exhibition space by either signing a copy of complete space application and returning it to the exhibitor notifying the exhibitor in writing (including by email) that the application has been accepted
   6. When accepted by the Organizer the exhibition space application becomes a binding contract between the applicants as exhibitor and the Organizer. The exhibitor agrees to exhibits and to be bound by these terms and conditions and any rules and regulations imposed by the authorities
   7. The Organizer understands that in order to ensure complete compliance to the regulations applicable to such trade exhibitions in Canada with respect to presentation of products, packing, import into and export from Canada, The exhibitor completely comply to the regulations and laws of Canada as well as making full advantage of their participation.
   8. The Exhibitor agrees to give the Organizer the right to archive and share the exhibitor’s information for the promotion of the exhibitor’s brand name and products. The exhibitor agrees to provide the Organizer with its logo, brand/product brief
3. SPACE ALLOCATION & EXHIBITION PROGRAM
   1. The Organizer grants to the exhibitor a license to use the space to participate in the exhibition. The grant of the licence does not constitute the grant of a right of tenancy, the Organizer reserves the right to alter the floor plan and configuration of any stand and shall only make an adjustment to the contract fee if the overall size of the space is reduced the Organizer may advise the applicant of a stand location at the time of acceptance of the application or withhold final allocation until closer to the exhibition at its sole and absolute discretion. While the Organizer will undertake to honor any specific allocation it retains the right to adjust location or re-assign stands at any time for reasons of consolidation or otherwise to optimize the event
   2. The Organizer reserves the right to change the floor plan, site character, exhibition program venue, date or other variable at any time
   3. Hall pillars and other structural elements found within the hired stand area or venue do not entitle the exhibitor to a reduction in the participation fee or stand reassignment hall pillars and on site elements cannot be used as a part of an exhibit without express permission of the Organizer
4. EXHIBITS, EXHIBITION & REMOVAL OF GOODS
   1. All exhibits must be directly related to the exhibition profile and in accordance with the exhibitors nominated products for exhibits in the space application
   2. Each exhibitor must keep its space adequately merchandised and staffed for the duration of the exhibition and be in attendance on the stand at formal exhibition opening
   3. The right to use the stand allocated and obligations accordant is exclusive to the exhibitor and cannot be transferred assigned subcontracted or otherwise shared without express written permission of organizer
   4. The Organizer reserves the right to refuse admission or remove any person or persons where the Organizer in its absolute discretion considers that person or persons to be intoxicated, unruly or likely to create a disturbance
   5. The exhibitor is prohibited from making producing or causing any sound including but not limited to music or sound produced by broadcasting from any electronic or other device or vibration or odor which may impinge on the requirements and experience of exhibitors and visitors to the exhibition. In case, sound, vibration or fragrance is part of the exhibitors display then the exhibitors need to have it approved in writing at least two month prior to the exhibition from the Organizer, however the award of permission will be at the sole discretion of the Organizer.
   6. Exhibitors must be in attendance at the venue no later than 3 pm at move in with stands fully setup no later than 7 pm on that day. In the event that an exhibitor does not attend move-in by 5 pm or the exhibition display materials do not arrive in time for exhibition the Organizer reserves the right to modify or reallocate the stand at the account of the exhibitor
   7. The exhibitor shall not without express permission from the Organizer remove any of the products or fixtures of the stand or any of its decorations until the exhibition is officially closed. Such action will result in a fine of CAD$ 1000.00 and will result in preclusion for future participation in the exhibition
   8. The Organizer shall not be responsible for receiving or storing of any products or stand materials on behalf of exhibitor. The exhibitor shall remove from the exhibition venue all goods and display material and if applicable any custom built stands and restore the area to its original condition within 2 hours after the conclusion of the exhibition or as prescribed by the Organizer. Failure to do this may deem such items forfeited and they will be disposed of by the Organizer and or their appointed agent at the exhibitor’s expense. The Organizer shall not be liable for any loss damage or expense whatsoever as a consequence thereof. The exception to this clause is, if prior facilitation agreement has been reached in writing between the exhibitor and the Organizer, which may or may not require an additional cost at least 1 month prior to the exhibition. In case of any additional cost the exhibitor will be liable to pay.
5. FREIGHT & EXHIBITS
   1. The exhibitor is responsible for receipt and of inbound shipments to the venue. Non receipted freight items may be transferred to a contractor’s warehouse at the exhibitor’s expense, with prior written approval from the Organizer at least 1 month prior to the exhibition.
   2. All items brought to be stored and removed from the exhibition venue at the sole risk of the exhibitor and should be safeguarded at all times
6. CONDUCT & CANVASSING
   1. Exhibitors must at all times act responsibly and courteously to visiting contractors and other exhibitors and must not by their actions cause a nuisance or act in a manner that could damage the reputation of the Organizer or adversely impact the running of the exhibition
   2. Exhibitors must not canvass or distribute promotional material other than from their own stand. Exhibitors must not sell products from their stands except trade sales contracts for fulfillment after the exhibition
   3. The exhibitor shall not take any photographs or video recording of any exhibitor or exhibition features without written approval of Organizer
   4. Exhibits must not display a price tag
   5. The preparation of hot food on the stand is not permitted due to safety hazards and potential nuisance to others
   6. The exhibitors undertake not to conduct any parallel event inside or outside the exhibition venue throughout the duration of the event without express permission of the Organizer
7. COMPLIANCE WITH REGULATIONS
   1. The exhibitor must comply with all fire safety, health and other laws rules and regulations imposed by the authorities and or the Organizer
   2. Where an exhibitor participates in the exhibition as a part of group then the provisions of this contract are deemed liable on the group collectively. Exhibitor’s responsibility to ensure that any party with which it participates complies with rules and regulations described in clause 7.1 and with the terms and conditions of this contract. If any space is contracted on behalf of a group of exhibitors then they should be jointly and severally responsible in payment and obligation
   3. Upon any breach of this clause 7 the Organizer may remove or alter all or any part of the space and/or exhibits in order to rectify the failure to comply in which case the Organizer will not be liable for any loss or damage whatsoever sustained as a result
8. STAND USAGE AND RELATED WORKS
   1. No part of the stand or any display may project beyond the allotted dimension of the space stand and must not exceed a maximum height of 2.5 meters without the permission of the Organizer
   2. The exhibitor shall use the stand and any part of the space allocated in a manner and format satisfactory to the Organizer and in the spirit of the exhibition. If the Organizer believes that the use of stand is unacceptable or that the exhibitor may be disqualified from the exhibition and asked to immediately leave the exhibition and venue and to clear all or any part of stand or space at exhibitor expense
   3. Should an exhibitor accommodate a co-exhibitor or a company which is additionally represented without the express permission of the Organizer those shall be the grounds of the dissolving the contract without notice and to have the stand space vacated at exhibitor risk and expense. No claim can be made against the Organizer in this case including no claim for damage
   4. The exhibitor is liable for any damage to walls fixtures or floors of their stand
   5. The exhibitor must not, make any modification to stand fascia or standard signage without express permission of organizer
   6. No modifications to the stand build including shell or fixture adjustment can be made once the exhibition is open to visitors any display enhancement such as overhead banner or other must be granted with express permission of organizer no later than 30 days prior to exhibition
   7. Shell scheme stands will be provided by wall carpet and fascia panel (which may not be altered remove or covered in any way) with the exhibitors name and number such shell scheme stands also come equipped with standard furniture inclusion no modification or swapping of such packages can be allowed by organizer later than 35 days prior to the exhibition any such request for modification is purely at the discretion of the Organizer any failure or omission is at exhibitor expense the stand will be provided by the appointed contractor and are the standard templates
   8. Exhibitors booking floor space is the only site that can have construction of their exhibition stand. Custom built stands must not impede the structure of adjacent stands. Third party build contractor and/or custom design plans need to be approved by the Organizer no later than 55 days prior to the exhibition. Exhibitors is responsible to comply with any and all statutory and venue requirements regarding such build and work carried out by the exhibitor or its agents at the exhibition venue and must confirm to all applicable statutes and regulations
9. INSURANCE
   1. Payment for insurance is due concurrently with the stand payment in cases where it is applicable. The exhibitor may choose to hold its own public risk/third party liability/product liability insurance covering liabilities up to CAD $5 million for the period from the beginning of the move-in to move-out. The exhibitor must provide the Organizer a copy of certificate of currency at least 28 days prior to the exhibition otherwise the Organizer will raise an invoice for insurance to the exhibitor for immediate payment. No exhibitor will be permitted to participate in the exhibition without such insurance coverage
10. TERMS OF PAYMENT & PARTICIPATION FEES
    1. Applications that completely fulfill the requirement’s criteria will be then sent an intimation to book their exhibition space by making the due payment based on their selected requirement. Exhibition space booking payments can only be made by bank transfer to account title  PRIME EXPO INC website ( www.primeexpo.ca ). Applications will be entertained on first come, first serve basis for each trade category. No application will be entertained after the due date or once the allocated exhibition spaces have been booked.
    2. The Organizer will issue receipt of payment with tax deducted to exhibitor for the stand space and related fees which shall have been paid by the exhibitor to the Organizer according to the terms
    3. For custom works, facilitation and services the exhibitor is responsible for setting all accounts for expenses incurred by itself, its agents, employees or contractors in connection with the exhibition
    4. In the event of any default in payment the exhibitor shall be liable on an indemnity basis for any and all legal and/or debt collection expenses incurred by the Organizer in pursuing outstanding payment
11. TERMINATION BY ORGANIZERS
    1. The exhibitor acknowledges and agrees that the terms of this contract are binding and in case of any breach by the exhibitor, the Organizer may terminate this contract immediately if the exhibition or the move-in has already commenced or by giving 3 business days written notice if prior to the move-in. The decision of the Organizer is final and must be unconditionally accepted by the exhibitor.
    2. If this contract is terminated due to non payment of any amount owing to the Organizer the Organizer may re-let the space to another applicant and recover damages in the form of cancellation fee as detailed in clause 12. Payment that is more than 14 days outstanding will result in automatic forfeitures of the contract space with full responsibility by the applicant for payment owing should any payment remain outstanding less than 7 days prior to the exhibition move-in then the Organizer will re-allocate the space or re-dress the space at its discretion with expenses charged to the exhibitor
    3. The Organizer may terminate this contract immediately if the exhibitor brings the Organizer or the exhibition in any disrepute or into adverse publicity or notoriety that affects the Organizer or exhibition in negative manner
    4. If the Organizer suffer an event of force mature the Organizer may terminate this contract immediately upon giving written notice (including by email) detailing the force mature event
    5. The Organizer may terminate this contract without cause prior to the commencement of the exhibition upon giving 2 days notice to the exhibitor
    6. Main Exhibitor cannot allow other company to display their product on behalf of them or may also not allow any other person to represent the main exhibitor or other than representative’s name mention on the booth registration contract.
12. CANCELLATION BY EXHIBITORS
    1. An exhibitor who withdraw from the exhibition for any reason whatsoever by a written notification of withdrawal reaching the Organizer before or on the deadline date with no refund offered:
    2. Notification of cancellation must be made in writing (including by email) to the Organizer
    3. No Refund will be given in case of Booth Cancellation or Booth Registration Withdrawal or No Show
    4. The Organizer reserves the right to extend any and all deadlines by giving a minimum of 10 days notice to the exhibitors either by email and/or by posting the amended dates on its website

13. EXCLUSION OF LIABILITY
    1. To the extent permitted by law the Organizer gives no warranty and makes no representation That exhibition will attract any or any minimum number of visitors or will achieve any particular outcome for the exhibitor; orb) As to the accuracy of the information provided by the Organizer
    2. the Organizer is not liable to the exhibitor for any loss arising out of a) any restrictions or conditions regarding the construction completion alternation or dismantling of any stands imposed by the authorities; or b) the location entry point exhibition program or sighting of the space; or
    3. c) the failure of any services normally provide at the exhibition venue; or
    4. d) the amendment to all or any part of the exhibition manual; or
    5. e) charges imposed by any of the authorities; or
    6. f) an event of force mature
    7. the exhibitor shall have no claim for damages of any kind against organizer in request of loss or damage to the exhibitor direct or consequential arising from the prevention, cancellation, postponement, abandonment or part time opening or relocation of the exhibition either wholly or in part of for any reason beyond the Organizer control or force mature or if the exhibition facility becomes wholly or partially unavailable or inappropriate in the Organizer opinion for the holding of exhibition
    8. in the situation of change event the Organizer shall be entitled to retain all sums paid by the exhibitor or such part thereof as the Organizer considers reasonable if the exhibition is able to be held with whatever changed are required as a result of change event the exhibitor will have no claim for compensation as a result of any changes
    9. the Organizer assumes no risk and the exhibitor releases the Organizer from liability for loss or damage to person or goods
    10. in no event shall the Organizer be liable to the exhibitor for any consequential indirect special or incidental damages or loss this includes for the consequences of any introduction or commercial transaction or intellectual or commercial property violation or trade infringement made during or as a result of the exhibition
    11. the exhibitor is fully liable for any loss or damage to the venue which arises due to an act or omission of the exhibitor or any of its agents/associates contractors other exhibitors or visitors
14. TRAVEL & VISA FACILITATION
    1. The Organizer for the facilitation of its international exhibitors, may offer travel and visa related facilitation in terms of flight bookings and compilation of documentations through a third party, which may or may not be availed by the exhibitor. Any cost associated against such services are to be settled between the exhibitor and the service provider
    2. The Organizer is neither responsible nor guarantees visa or travel, which is the sole responsibility of the exhibitor
15. FEDERAL & PROVINCIAL TAX
    1. In Canada, three types of sales taxes are levied. The combined Harmonized Sales Tax (HST), also a value-added tax, a single, blended combination of the PST (Provincial Sales Tax) or QST (Quebec Sales Tax) in case of Quebec and GST (Federal/General Sales Tax). As the exhibition is being conducted in Toronto, Ontario where HST at 13% is applicable
    2. except where express provision is made to the contrary and subject to this clause any amount that may be payable under the contract is exclusive of any GST if a party make a taxable supply in connection with this contract for a consideration which represents its value when the recipient of the taxable supply must also pay at the same time and in the same manner as the value is otherwise payable the amount of any GST payable in respect of the taxable supply
    3. the exhibitor may use the tax invoice provided by the Organizer or contracting agent to claim for a refund of GST paid by the exhibitor but the exhibitor must be aware that any refund of GST is not guaranteed and should not be relied on and is the exclusive recourse of the exhibitor
16. ACKNOWLEDGEMENT
    1. The exhibitor acknowledges that it is bound by these terms and conditions by virtue of:
    2. a) the signature of any authorized person on the space application b) electronic acceptance of the contract by any ostensibly authorized person;
    3. c) Payment of any sum due under the contract; or
    4. d) Participating in the exhibition
17. SEVER-ABILITY
    1. If anything in this contract is unenforceable illegal or void then it is served and the rest of this contract remains in force and affective
18. NOTICES
    1. All notices, requests, demands or other communications hereunder shall be performed through email and delivered to the corresponding email addresses indicated on the first page of this Agreement. All notices, requests, demands or documents that are required or permitted to be given or served hereunder shall be in writing and delivered by registered mail, courier or by electronic mail (email) to the PARTIES, as follow: The Exhibitor & The Organizer info@primeexpo.ca
19. OTHER AGREEMENTS
    1. No agreements or representations and promises, unless incorporated in this Agreement, shall be binding upon any of the parties hereto. Revisions of this Agreement shall be in writing executed by the Parties and attached as an addendum or as an upgrade order.
20. SAVINGS CLAUSE
    1. Whatever item in this Agreement is found to be contrary to any applicable law shall be considered null and void, just as if it had never appeared in this Agreement, and it shall not affect the validity of any other item in the Agreement.
21. APPLICABLE LAW
    1. This Agreement shall be governed and ruled by and construed under the laws of the province of Ontario and Canada.
22. PRIVACY

The exhibitors contract details may be shared with approved service providers including but not limited to marketing agent build contractors and logistics companies in the course of marketing and operations for the exhibition and include prints and digital publication of exhibition installations the Organizer reclaims all responsibilities for errors in print and digital publications and listings the exhibitor must not provide any interview public announcement press statements or other publicity or promotion whatsoever in relation to the exhibition without express permission of the Organizer.