The following conditions, as well as any rules and regulations laid down by the “Show Organizers” of INDABA 2023 “The Show”, are part of the Participation Agreement made through the signing of this “Standard Application and Contract Form”, as though fully incorporated therein, and each participant, hereinafter referred to as “Exhibitor”, is bound by each and every one thereof.

MSTA CANADA, hereinafter referred to as “Management”, undertakes within the framework of the offer submitted to carry out the project described in The Show’s Canada Pavilion sales package, on the condition that the requisite number of exhibitors apply.

1. Space Assignments: Management and the show organizers have the sole authority to assign, reassign and allocate exhibit space. Management reserves the right to accept or refuse applications for any reason and confirmation of participation is made solely by Management. No assignment will be official until a completed application and the proper payment has been received and accepted by Management. The location and layout of Canada Pavilion are subject to change at the sole discretion of Management and the Show Organizers. Space numbers printed in the Pavilion floor plan are for Pavilion reference use only. Official booth numbers will subsequently be assigned to each exhibitor at a later date.

2. Two-Storey Stands: Not applicable to this event.

3. Exhibitor’s insurance: Exhibitors must obtain insurance protection for all third party risks and to ensure that Management, the Show Organizer, their Related Bodies Corporate and their respective Personnel are named as insured’s in the insurance policy covering the Exhibitor’s participation in The Show. The minimum insurance protection which Exhibitors are required to obtain or provide in respect of their participation in The Show is the higher of: a) the existing third party insurance of the Exhibitor, or b) an amount not less than one million Canadian dollars ($1,000,000) for any one accident or occurrence.

Exhibitor agrees to provide their own property and liability insurance, to make payments for exhibit space and additional expenses as scheduled and not to reassign, grant or license the use of Exhibitor’s space without written consent from Management. Exhibitor agrees to keep a fully equipped, staffed stand at opening hours throughout The Show. Should an Exhibitor’s stand be left unattended, Management may make provisions to equip and staff the stand at the Exhibitor’s expense. Exhibitor also agrees to take responsibility for all costs for shipping, duties, and handling of all its goods and materials, and the removal of said material from the exhibition site after the event. Management has the right to have any material left by an exhibitor removed after the close of The Show at the Exhibitor’s expense.

4. Sharing of Stand: The Exhibitor agrees not to share or sublease the contracted space or stands without express, written consent of Management. In cases where Exhibitor has co-exhibitors within its exhibit, the primary Exhibitor will be responsible for all payments.

5. Liability: The Exhibitor, their contractors, and their respective personnel and delegates participate in The Show at their own risk. The Exhibitor agrees that the Management will not be liable to the Exhibitor for any claims, losses, suits, damages, judgments, expenses, costs or charges of any kind made or brought against the Exhibitor resulting from its occupancy of the space contracted herein for by reason of personal injuries, death, property damages or any other cause sustained by any persons or others. This will include, but not limited to, loss or damage to displays or goods belonging to the Exhibitor and respective personnel whether resulting from fire, storms, acts of God, air conditioning or heating failure, theft, pilferage, mysterious disappearance, bomb threats or other causes. The Exhibitor agrees that Management shall not be responsible in the event of any errors or omissions in the listings in the exhibition official directory and in any promotional material. The Exhibitor also agrees that Management will not be liable to the Exhibitor for any claims against the Exhibitor or for any damages, costs and expenses, including, without limitation, attorney’s fees and amounts paid in settlement, incurred by the Exhibitor in connection with such claims against the Exhibitor arising out of the acts or negligence of Exhibitor, his agents, respective personnel and delegates.

6. Exhibitor Cancellation or Space Reduction: Because Management bases its irrevocable space and rental commitment of the Exhibitor’s participation commitment, by signing the Stand Application and Contract Form, the Exhibitor is committed to paying 100% of the Total Participation Fee to Management regardless of written notice from Exhibitor to cancel participation. If a formal cancellation is made, the following guidelines will apply:

(a) Written notification of the intention to cancel received by Management will result in a refund of 80% of the Contract Price but ONLY if the booth space can be resold. Management will endeavour to resell the booth space behalf of the Exhibitor.

(b) The cancellation fees are considered to be liquidated damages for the injuries Management will suffer as a result of Exhibitor’s cancellation. The Exhibitor acknowledges that damages for breach of this contract are difficult to ascertain at the time of this contract’s formation and moreover, the Exhibitor also acknowledges that its withdrawal or reduction from its reserved space at a time when other entities would be interested in occupying it will cause Management to sustain damages. In such situations the Management’s damages will be significant, but not precisely calculable. This provision for liquidated and agreed upon damages is not a penalty and therefore the provision for liquidated damages is valid. Any cancellation subsequent to Management’s receipt of this signed Contract will entail a cancellation fee.

7. Show Cancellation: In the event of cancellation of The Show or any part thereof for any reason whatsoever, Management shall not be under any liability whatsoever for any expenditure, loss or liability, incurred by Exhibitors, and Management shall be entitled to retain all sums paid by Exhibitors or such part thereof as the Management, in its absolute discretion, considers necessary to cover Managements expenses incurred with The Show. The amount (if any) of any sums not retained by Management as necessary to cover Management’s expenses will be refunded to Exhibitors.

8. Force Majeure: In the event of fire, war, inclement weather, public calamity, force majeure or other reasons beyond Management’s control preventing all that is indispensable to the staging of the Canada Pavilion, Management may decide at any time to cancel all applications for Exhibit Space already filed while notifying the Exhibitors of this decision in writing. Whatever the reasons of such cancellation, the Exhibitors are not entitled to any compensation or indemnity. Funds remaining after payment of all cost will be distributed among Exhibitors proportionately to the amounts paid by them. It is herein expressly agreed that Exhibitors shall have no rights of preferring claims against Management on any ground or for any reasons whatsoever.

9. Intellectual Property: Exhibitor affirms that, to the best of its knowledge, it has the legal authority for its use of any intellectual property associated with any product or promotional material that it will display, offer, or otherwise use in its exhibit at the trade show/event and that it will not knowingly infringe the intellectual property rights of another party.