Defined Terms.By contracting to rent an exhibit booth space at a Cosplay.ph Event (“Event”), you agree to abide by these Standard Terms and Conditions (the “Standard Terms”). The “Event”, currently scheduled above (“Event Dates”) at the Convention Center (“Event Facility”). The Event is owned, produced, and managed by Cosplay.ph Organization, Inc. (“Cosplay.ph”). “Cosplay.ph” means Cosplay.ph and its authorized representatives. “Exhibitor/Sponsor” means: (i) the exhibitor and/or sponsor, (ii) the exhibitor’s or sponsor’s company, (iii) those staffing the Exhibitor’s/Sponsor’s booth or acting on Exhibitor’s/Sponsor’s behalf with regard to the Event; (iv) any other entity or person that applied for exhibit space rental and signed this contract for exhibitor and/or sponsor; and (v) each of exhibitor’s and/or sponsor’s owners, officers, directors, members, shareholders, employees, contractors, agents, representatives, and invitees.” Exhibitor Manual” (“EM”) are rules and regulations for Exhibitors. “Minor” means a person under 18 years old. Exhibitor/Sponsors are solely responsible for verifying age where applicable.
Contract Acceptance & Remedies. This contract shall become binding and effective when fully executed by both Exhibitor/Sponsor and Cosplay.ph. If Exhibitor/Sponsor violates this Agreement, the Standard Terms, or if Exhibitor violates any of the Exhibitor Manual, Cosplay.ph may, upon prior notice to Exhibitor/Sponsor, in its sole discretion and without limiting any of its other remedies, close an exhibit, withdraw acceptance of this Agreement, or refuse to permit Exhibitor/Sponsor to participate in future events.
Qualifications of Exhibitor/Sponsor. Cosplay.ph, in its sole discretion, has the right to determine whether a prospective Exhibitor/Sponsor is eligible to participate in the Event. All applicants may be required to submit additional information about their business and the items that they intend to exhibit. Cosplay.ph’s countersignature on the Exhibit/Sponsor application means that the Exhibitor/Sponsor has been deemed eligible to participate.
Payment Terms. (a) Exhibitor must pay one hundred percent (100%) of the total exhibit fee immediately upon signing this application; (b) Checks shall be payable to Cosplay.ph Organization, Inc. All fees paid are non-refundable and non-transferable.
Exhibitor/Sponsor’s Failure to Pay. (a) If Exhibitor/Sponsor fails to make any payment required by that payment’s deadline, Cosplay.ph may terminate the Agreement and prevent Exhibitor’s participation in the Event immediately without further notice and without any obligation to refund monies previously paid, if any; the booth space shall revert back to Cosplay.ph and the Exhibitor/Sponsor shall remain liable for the full payment for the Exhibit; (b) Applications will not be accepted unless an Exhibitor/Sponsor has complied with all past financial obligations to date with respect to Cosplay.ph; (c) Cosplay.ph reserves the right at its discretion to refuse Exhibitor/Sponsor permission to move in and set up an exhibit if any payment due to Cosplay.ph is in arrears; (d) Cosplay.ph may, but has no obligation to occupy or dispose of any space vacated or made available by reason of action authorized by this Agreement, without releasing Exhibitor/Sponsor from any liability hereunder; (e) Releasees reserve the right to enforce their rights under this Agreement, including but not limited to their indemnification rights.
Rights of Offset; Enforcement. Cosplay.ph may apply for refunds due to Exhibitor/Sponsor under this contract, if any, to offset any other debt or obligation that Exhibitor/Sponsor owes to Cosplay.ph, whether or not such indebtedness arises from this Agreement.
Assignment of Exhibit Space. Cosplay.ph has the sole discretion to assign an Event exhibit. Such an assignment does not imply that a similar space will be assigned for future events. Cosplay.ph reserves the absolute right to change the floor plan or to move an Exhibitor/Sponsor to another location prior to or during the Event. In that case, the new location shall be equally appropriate and fit similarly to the original booth contemplated.
Exhibit Space. Exhibit booth placement is not guaranteed, but Cosplay.ph will act in good faith when possible to accommodate requests and make as few changes as possible after the event floor plan has been released. Exhibitor/Sponsor agrees not to use any area outside of their designated exhibit space for sales, storage, display, or advertisement, and to be respectful of their neighboring Exhibitors. Exhibitor/Sponsor agrees to keep the exhibit space clean and presentable during the Event. Exhibits must remain whole until the event has ended.
Exhibit Space Occupancy. Cosplay.ph has sole discretion to designate hours and dates for installing, occupying, and dismantling exhibits. Exhibitor/Sponsor may not dismantle any booth or display until the Event is officially closed by Cosplay.ph. Nothing in this Section shall limit Cosplay.ph’s rights under Section 24 (Cancellation by Exhibitor/Sponsor).
Exhibitor/Sponsor Badges. Exhibitor/Sponsor shall receive complimentary badges as set out in the Exhibitor or Sponsor Application. Parking vouchers or passes are not available at all and can be purchased through the Event Facility.
Conduct at Event. Exhibitor/Sponsor shall conduct itself at all times in accordance with normal standards of decorum and good taste at an event open to minors. All exhibits shall display products or services in a tasteful manner as determined in Cosplay.ph’s sole discretion. Live animals, nudity, partial nudity, carnival-type attraction, and gambling are prohibited. Advertising distributions must be made only from within an Exhibit booth. The aisles, passageways, and overhead spaces remain strictly under the control of Cosplay.ph. No signs, decorations, banners, advertising material, or special exhibits will be permitted in any of these spaces except by special written permission of Cosplay.ph. Those staffing the Exhibitor’s booth or otherwise acting as its representative or agent with regard to the Event must remain within the Exhibitor’s booth while working. Exhibitor’s displays must be arranged so that booth visitors do not block aisles. Entertainment or advertisements outside an Exhibit booth are prohibited.
Sound Policy & Excessive Noise. Controlled mechanical reproduction of sound or music is permitted. Sound must not be projected outside the exhibit booth. Cosplay.ph has the sole discretion to determine acceptable noise levels, with a maximum noise level of 85 decibels. Exhibitor/Sponsors are prohibited from operating noise-creating devices such as but not limited to bells, horns, or megaphones, and shall pay the costs of removal of such items. Exhibitor/Sponsor shall comply with any request by Cosplay.ph, the Exhibit Facility, or the City to discontinue any such sound or music. If Cosplay.ph, in its sole discretion, finds Exhibitor/Sponsor in violation of this sound policy, Cosplay.ph may: (a) on the first violation, give Exhibitor/Sponsor a written warning; (b) if a second violation occurs, disconnect Exhibitor/Sponsor’s power for the remainder of the Event, and Exhibitor/Sponsor shall not be entitled to any refund or reimbursement whatsoever. If the Cosplay.ph has disconnected the Exhibitor/Sponsor’s power for a sound violation at a prior event, Cosplay.ph may immediately disconnect the Exhibitor/Sponsor’s power for the remainder of the Event upon Exhibitor/Sponsor’s first sound violation. Cosplay.ph may, at its sole discretion, require separate, binding agreements with sound policy violators to review and approve a sound policy, violators’ exhibit space design, and other related issues before sound policy violators are permitted to book space in future events.
Fire and Safety Laws. Exhibitor/Sponsor shall comply with all national, and local fire and safety laws at all times. Exhibitor/Sponsor is solely responsible for ensuring its compliance with such laws.
Health and Safety. Exhibitor/Sponsors shall comply with all national and local, organizer, and venue health and safety laws, codes, ordinances, rules and regulations, and all rules and regulations including but not limited to having a fully vaccinated staff; having facemasks and optional face shields to all reporting staff and crew; sanitation station in the immediate area of exhibit booth; implementing proper social distancing in their booth for their staff and/or the guests or patrons in their booth, and among others. Noncompliance with this Section may result in the immediate removal of the Exhibitor/Sponsor.
Anti-Piracy/Grey Market Goods. Sale, distribution, or display of “Infringing Content” is strictly prohibited at the Event. “Infringing Content” is material that violates any copyright, trademark, patent, trade secret, privacy or publicity rights, or is defamatory to or violates the privacy, of any person or entity, such as but not limited to pirated, grey market, unlicensed, or bootlegged products, merchandise, costumes, characters or artwork. Exhibitor/Sponsor represents and warrants that its exhibit booth shall not contain, display, sell, distribute or make available any Infringing Content, and that the Exhibitor/Sponsor shall not play or permit the playing or performance of, or distribution of any copyrighted material at the Event unless it has paid all required royalties, fees, or other payments and has obtained all necessary licenses in writing. Cosplay.ph may require Exhibitor/Sponsor to produce Exhibitor/Sponsor’s written license or authorization to display, reproduce or distribute materials in Exhibitor/Sponsor’s booth, and Exhibitor/Sponsor shall keep such written licenses and authorizations in the booth at all times. If such authorization is not produced upon Cosplay.ph’s request, Cosplay.ph may, without further warning and without incurring any liability whatsoever, require Exhibitor/Sponsor to remove it from the premises, eject the Exhibitor/Sponsor from the Event, and/or disqualify Exhibitor/Sponsor from participating in future Events. Cosplay.ph shall not be liable for any Infringing Content, or failure to discover or remove such content.
Weapons and Adult Material. No firearms and/or adult materials may be sold at the Event. Exhibitor/Sponsor shall ensure that no weapons or adult material will be displayed, offered, or sold to or handled by a Minor. Exhibitor/Sponsors may only sell weapons that are in a box sealed in a manner approved by Cosplay.ph. Exhibitor/Sponsor shall comply fully with all municipal codes and Local City laws, regulations, and licensing requirements applicable to the sale of weapons, including generally prohibited weapons laws. Cosplay.ph may require that Exhibitor/Sponsor immediately remove all weapons or adult materials from the premises. Cosplay.ph may require the immediate removal of any Exhibitor/Sponsor that fails to comply with this Section. If Cosplay.ph removes or restricts an exhibit that Cosplay.ph considers to be objectionable or inappropriate, no refund will be due to Exhibitor/Sponsor.
Trademarks and Logos. Cosplay.ph reserves all rights, title, and interest in all Cosplay.ph trademarks and logos (the “Marks”), including but not limited to: COSPLAY.PH ORGANIZATION, INC.; COSPLAY.PH; and the Cosplay.ph mascots, such as Karin. any other trademarks or logos in which Cosplay.ph has or may obtain statutory or common law trademark rights, derivations thereof, and marks substantially similar thereto, whether or not such marks or logos are registered by Cosplay.ph. Exhibitor/Sponsor shall have no right to use the Event logo, trademark, service mark, or any other intellectual property rights of Cosplay.ph, and shall not reproduce Cosplay.ph’s Marks on products, merchandise, or commercials unless such rights are provided separately in writing. Exhibitor/Sponsor shall neither directly nor indirectly obtain nor attempt to obtain any right, title, or interest in or to Cosplay.ph’s Marks, and hereby expressly waives any right that it may have to do so, without separate written permission of Cosplay.ph. Exhibitor/Sponsor may use the Marks only in the form, style, and type prescribed by Cosplay.ph.
Care of Event Facility. Exhibitor/Sponsor shall promptly pay for any and all damages caused by Exhibitor/Sponsor to the Event Facility or associated facilities, booth equipment, or the property of others. Exhibitor/Sponsor agrees that no food or drink may be sold by Exhibitor/Sponsor in the Event Facility or otherwise. If Exhibitor/Sponsor is permitted by Cosplay.ph to give away free samples of food or drink, Exhibitor/Sponsor will be bound by and will follow the Event Facility’s, City regulations, and all applicable food handling and other laws with regard to such samples. Cosplay.ph reserves the right to cause Exhibitor/Sponsor to immediately cease all distribution of food and drink, even free samples, at Cosplay.ph’s sole discretion.
Permits and Taxes. Exhibitor/Sponsor shall obtain any licenses, permits, or approvals (“Permits”) under national, or local law applicable to its activities at the Event at its sole expense. Sponsors who merely provide materials for display at or in connection with the Event and nothing more are not required to obtain Permits. Exhibitor/Sponsor shall obtain any necessary tax identification numbers and permits and shall be solely responsible for paying all taxes, including but not limited to sales taxes, license fees, use fees, or other fees, charges, levies, or penalties that become due to any governmental authority in connection with its activities at the Event.
Exhibitor/Sponsor Risk Assumption. Exhibitor/Sponsor expressly assumes all risks and liabilities arising from or related to Exhibitor/Sponsor’s participation, acts or omissions at the Event, including without limitation, all risks of harm or loss of any kind suffered by anyone attending, producing, organizing or affiliated with the Event, the Exhibit Facility, and the Local City (the “City”), which risks include but are not limited to theft, harm, damage or injury to a person (including death), property, intellectual property, copyrights, trademarks, business, or profits, from whatever cause or source. Exhibitor/Sponsor is solely and exclusively responsible for its property and any theft, damage, or other loss to Exhibitor/Sponsor’s property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by an insurer). Cosplay.ph, the Exhibit Facility, and the City (collectively, the “Releasees”) have no responsibility or liability, nor is a bailment created, for property delivered by or to Exhibitor/Sponsor.
Release and Indemnification. Exhibitor/Sponsor hereby completely releases and shall indemnify, defend, discharge, and hold harmless the Releasees, individually and collectively, and their present and former officers, directors, shareholders, partners, members, affiliates, employees, agents, representatives, sponsors, funders, attendees, insurers, attorneys, and predecessors, assignees and successors of each of them, from any and all demands, damages, losses, liabilities, causes of action, lawsuits, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, attorneys’ fees, and claims of every kind or nature, whether known or unknown, in law, equity, or otherwise that either may now have or have had or that may hereafter accrue, individually, collectively, or otherwise in connection with, relating to or arising from Exhibitor/Sponsor’s participation in the Event. This Section applies to, without limitation: (a) any debt owed by Exhibitor/Sponsor or breach by Exhibitor/Sponsor of any agreements, covenants, promises or other obligations to third parties; (b) any matter for which Exhibitor/Sponsor is responsible under this Agreement; (c) any third party claim for infringement of any patent, copyright, trademark, trade secret, or other proprietary rights; (d) any defamation or similar claim; and (e) harm or injury (including death) to any person or third party. Exhibitor/Sponsor shall not settle or compromise any claims against any Releasee without that Releasee’s prior written consent.
Limitation of Liability. UNDER NO CIRCUMSTANCES WILL A PARTY BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER OR NOT IT HAS BEEN INFORMED OF THE POSSIBILITY OF ANY LOST PROFITS OR DAMAGES. To the extent allowed by law and except for fraud, gross negligence and material breach of their obligations under this Agreement, the maximum liability of any Releasee will not, under any circumstances, exceed the amount actually paid to Cosplay.ph by Exhibitor/Sponsor for exhibit space rental under this Agreement. Cosplay.ph makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or any other matters.
Compliance with Laws. Exhibitor/Sponsor shall comply with all national and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Event Facility (including, without limitation, copyrights, trademarks, and any union labor work rules, and PCI compliance). Noncompliance with this Section may result in the immediate removal of the Exhibitor/Sponsor.
Cancellation by Exhibitor/Sponsor. Exhibitor/Sponsor wishing to cancel their participation for reasons of their own may do so by notifying Cosplay.ph with a written notice with a valid reason for cancellation at least 30 working days before the event scheduled date. Exhibitor/Sponsor agrees that all payments made, if any, are forfeited in the event Exhibitor/Sponsor terminates its event participation for any reason whatsoever.
Restriction or Termination by Cosplay.ph. Cosplay.ph may restrict or remove any exhibit that Cosplay.ph, in its sole reasonable discretion, believes is objectionable, inappropriate or illegal. If Cosplay.ph restricts or removes such an exhibit, no refund will be due to Exhibitor/Sponsor. Cosplay.ph may also terminate this contract effective upon written notice of termination if Exhibitor/Sponsor (1) breaches any of its obligations under the contract or (2) is adjudicated as insolvent, declares bankruptcy, or files or has filed against it, any petition in bankruptcy, or fails to continue its business. In either of these cases, Cosplay.ph shall have no obligations, expressed or implied, to refund any payments previously made.
Event Cancellation or Change. Cosplay.ph reserves the right to cancel, rename or relocate the Event, or change the dates on which it is held, subject to a 10-day prior written notice to Exhibitor/Sponsor. If Cosplay.ph cancels the Event due to a Force Majeure event or any other reason or changes the Event dates to dates that are not within thirty (30) days of the Event’s originally scheduled date, and Exhibitor does not wish to participate in a rescheduled Event, Cosplay.ph shall refund Exhibitor/Sponsor for payments made to date, less any actual and direct costs and expenses that Cosplay.ph incurred as of the cancellation, which shall be deemed full satisfaction of Cosplay.ph’s liabilities to Exhibitor/Sponsor. If Cosplay.ph changes the name of the Event, relocates the Event to another facility, or changes the Event dates to dates that are within thirty (30) days of its originally scheduled date, no refund will be due to Exhibitor/Sponsor, provided that the said change was communicated at least 20 days from the new date/s. Cosplay.ph is not required to cancel or relocate the Event or make any refunds if the Event Facility that is agreed upon by the Parties will undergo or is under construction on the Event dates, provided that the implementation and the operation of the Events are not affected.
Force Majeure. A Party shall not be liable for any damages sustained from delay or non-performance due to events beyond its reasonable control, including, without limitation, acts of God, disasters, acts of war or terror, labor disputes, weather, earthquakes, fires, failure of power or utilities, government acts, curtailment of transportation facilities preventing or unreasonably delaying the Event, unavailability of the Exhibit Facility, or other similar causes. Thereupon, this Agreement may be terminated or the Event may be moved to another appropriate location, at the sole discretion of Cosplay.ph, and Exhibitor/Sponsor hereby waives any claim for any damages or compensation.
If the Force Majeure event happened before the actual days of the Event, the parties shall discuss in good faith the rescheduling of the Event. The Exhibitor/Sponsor, at its sole reasonable discretion, may opt not to participate in the re-scheduled Event and any payments made to Cosplay.ph shall be refunded in full, less actual and direct costs and expenses incurred by Cosplay.ph in relation to the Exhibitor/Sponsor’s non-participation in the re-scheduled Event.
Governing Law. This Agreement is governed by the laws of the Philippines. The parties agree that the courts in Pasay City shall constitute the exclusive venue and forum for the resolution of all disputes arising from or related to this Agreement. If Cosplay.ph brings suit to enforce any of its rights hereunder, then Exhibitor/Sponsor shall reimburse Cosplay.ph for all fees and costs of the suit, including reasonable attorney’s fees.
Severability. If any term of this Agreement is declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. This Agreement (including the EM, and any schedules) shall be binding upon Exhibitor/Sponsor’s heirs and successors and constitutes the entire agreement between Exhibitor/Sponsor and Cosplay.ph. Cosplay.ph’s obligations are expressly conditioned upon Exhibitor/Sponsor’s full performance of this Agreement including, without limitation, payment and actual participation in the Event as an Exhibitor/Sponsor.
Additional Terms and Conditions. Any matters pertaining to the Event and not specifically covered by the terms and conditions of this Agreement shall be subject to good faith discussion of the parties. This Agreement (including the Exhibitor Manual, and Cosplay.ph Policies) are the entire agreement of the parties on the subject matter hereof. Any amendment or modification to this contract must be in writing and signed by both parties. Exhibitor/Sponsor may not assign this contract or any right hereunder, or sublet or license all or any portion of its exhibit space without the Cosplay.ph’s prior written consent, which consent shall not be unreasonably withheld or denied.
