1. Application. These Terms and Conditions apply to and are made a part of the Exhibitor Application/Contract (as defined above “Contract”) entered into between MGMA-ACMPE, d/b/a MGMA and the Exhibitor named therein. Any interpretation of these Terms and Conditions or other aspects of the Contract by MGMA will be binding on both parties unless directly contrary to the plain meaning of the words used.
2. Cancellation and Payment Terms. See Exhibitor Cancellation and Payment Terms for cancellation and payment terms.
3. No Assignment. Neither the rights granted in the Contract nor any exhibit space assigned to Exhibitor may be assigned, subleased or otherwise transferred by Exhibitor. Exhibitor may not display or permit in its exhibit space any products or representatives of non-exhibiting companies, or companies that have not entered into an exhibitor contract with MGMA-ACMPE.
4. Substitution for Unavailable Benefits. Notwithstanding anything contained in this Agreement to the contrary, the parties agree that, due to circumstances beyond the reasonable control of MGMA-ACMPE, it may become impossible or impracticable to provide one or more Benefits called for hereunder. MGMA-ACMPE may provide, in lieu of any such unavailable Benefit, a substitute Benefit materially equivalent to the unavailable Benefit, and shall notify exhibitor of such substitution.
5. Accreditation Requirements. Exhibitor will comply with standards established by the Accreditation Council on Continuing Medical Education (“ACCME”) applicable to commercial support of continuing medical education as set forth on www.accme.org.
6. Publicity Rights and Approval of Exhibitor Marketing.(a) MGMA retains all rights of publicity in connection with the Conference. MGMA will provide Exhibitor with approved banner and marketing materials for its use. Exhibitor is granted no rights hereunder to use the names, slogans, service marks, trademarks, trade names, or logos of MGMA for any purpose, in connection with the Conference or otherwise. Exhibitor may not issue any other communications or promotional materials that reference MGMA or the Conference without the advance prior written consent of MGMA. If Exhibitor wishes to issue any such communications or promotional materials, it shall provide such items to MGMA, in each case as instructed by MGMA in order to provide reasonable notice and adequate opportunity to review (and revise if necessary) prior to the first date on which such item is to be made public. MGMA may withdraw its approval if any such uses depart materially from previously approved submissions at any time within its discretion.(b) MGMA will prepare all official signs for the Conference (i.e. in the exhibit booths, registration area, reception areas or session areas). Signs and other materials that reference Exhibitor will include Exhibitor’s name, but not its logo or any stylized design unless otherwise determined by MGMA. MGMA will determine the manner in which Exhibitor will be recognized on such signs and in any promotional materials associated with the Conference.(c) The rights granted to Exhibitor herein do not constitute, and may not be used to, imply the endorsement of Exhibitor’s products or services. (d) The form, content and presentation of each Exhibit (e.g. printed materials, videos, electronic displays) are subject to advance approval by MGMA-ACMPE. Promotional materials or samples provided by Exhibitor will not be returned if not collected by Exhibitor at end of Conference. Exhibitor assumes all risk of loss and costs in connection with all materials, samples and products.
7. Exhibitor Obligations. Exhibitor will comply with all applicable laws, rules, regulations, policies, codes, and licensing requirements of governmental authorities, MGMA, and the Conference Facility that are applicable to Exhibitor or its activities, including but not limited to the Rules and Regulations for Exhibitors and the antitrust guidelines adopted by MGMA, each available on the MGMA Website. Any rules and regulations of the facility where the Conference activities are held are incorporated into this Contract to the extent applicable and Exhibitor agrees to be bound by such rules and regulations. MGMA-ACMPE will provide Exhibitor with a copy of such rules and regulations; provided that Exhibitor is solely responsible for any publicly available policies, rules, or regulations of the Conference facility and its adherence to such policies, rules and regulations. Such rules and regulations are incorporated into this Agreement.
8. Exhibitor Permits & Licenses. Exhibitor is responsible for obtaining any permits and licenses required to be admitted to the Annual Conference venue. If the required permits and licenses have not been obtained, any penalties or fines are the sole responsibility of Exhibitor. Exhibitor shall indemnify and hold MGMA-ACMPE harmless in connection with or resulting from any claims, liabilities, damages or other loss associated with Exhibitor's failure to obtain any such licenses or permits, or for Exhibitor's failure to adhere to publicly available policies. Exhibitor hereby grants MGMA-ACMPE a limited, revocable, non-exclusive license to: (a) use, reproduce, prepare derivative works based upon, distribute, perform and display the any Exhibitor materials and Exhibitor's name, trademarks, acronyms, and logo (collectively, the "Exhibitor Marks") in connection with Exhibitor's sponsorship of the Conference; and, if applicable, (b) create a link to Exhibitor's website. The Exhibitor Marks and any promotional material or content shall remain at all times the sole and exclusive property of Exhibitor, and except for any use thereof by MGMA-ACMPE pursuant to these terms shall create no rights for MGMA-ACMPE therein.
9. Disclaimer. While MGMA desires that the Conference be successful for all exhibitors, MGMA specifically disclaims any representation or warranty as to success or results for Exhibitor, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, and all warranties arising from course of dealing, usage, trade practice and any warranty with respect to success or results for Exhibitor.
10. Waivers; Limitation of Liability. EACH PARTY WAIVES ANY RIGHT TO RECOVER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES FROM THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO LOSS OF ACTUAL OR EXPECTED INCOME, PROFIT OR SAVINGS. IN NO EVENT SHALL THE LIABILITY OF MGMA LIABILITY UNDER THE CONTRACT EXCEED THE AMOUNT OF THE EXHIBIT SPACE RENTAL FEE ACTUALLY PAID BY EXHIBITOR.
11. Warranties. Exhibitor represents and warrants that (a) it has the full right and authority to enter into this Agreement and to grant the rights and licenses provided herein; (b) it has not previously granted any rights adverse to or inconsistent with the rights granted to herein; (c) the Exhibitor Marks, any materials provided by Exhibitor in connection with the Conference, or its materials do not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party; (d) at the time any Exhibitor materials are to be placed in the Conference or in any MGMA-ACMPE publication or displayed on the MGMA-ACMPE Website, (i) all required consents or releases will have been obtained, and (ii) Exhibitor will have the right and authority to place such materials, Exhibitor Marks or any material provided by Exhibitor to MGMA-ACMPE in such publications or media, and (e) all materials delivered by Exhibitor to MGMA-ACMPE, all Exhibitor Marks and any Exhibitor materials shall not contain any virus, embedded device or undocumented code that is intended to obstruct, prevent or disable MGMA-ACMPE's or any agent or representative of MGMA-ACMPE use thereof or otherwise contain any other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, or data.
12. Release and Indemnification of MGMA. Exhibitor releases, waives and discharges any claim, demand or cause of action that Exhibitor, its officers, directors, employees, agents or guests (“Releasors”) may have against MGMA, its directors, officers, employees, agents, general service contractors, members, or volunteers, or the owner or operator of the Conference Facility, or its affiliates, (collectively, “Releasees”) for any liability, loss, damage, claim or cause of action of any kind arising out of Releasors’ participation in or exhibition at the Conference, or out of the actions or activities of Releasors, Releasees or any third parties involved in the Conference (including other exhibitors), except for losses or damages resulting from the gross negligence or intentional misconduct of Releasees. Exhibitor will indemnify, defend and hold Releasees harmless from any loss, damage, claim, or cause of action of any kind (including reasonable attorneys’ fees and costs), arising out of (a) Exhibitor’s products, services or promotional materials, (b) the display or publication of any Exhibitor information (including Exhibitor’s trademarks or promotional materials) in connection with the Conference, in MGMA publications, on MGMAs WebSite, or elsewhere, (c) Exhibitor’s performance or failure to perform under the Contract or breach of any warranty, representation or covenant made by Exhibitor in the Contract, or (d) Exhibitor’s participation in and operation of exhibit space at, the Conference, including, without limitation, transportation, placing, removal, or display of exhibits. This indemnification obligation shall survive the expiration or termination of the Contract.
12. Indemnification of Exhibitor. Subject to the limitations in Section 9, MGMA will indemnify, defend and hold Exhibitor harmless from any loss, damage, claim, or cause of action of any kind (including reasonable attorneys’ fees and costs), resulting from (a) the gross negligence or willful misconduct of MGMA or persons under its control, or (b) the willful breach by MGMA of a material term of the Contract or any warranty, representation or covenant made by MGMA in the Contract.
14. Risk of Loss/Insurance. Exhibitor acknowledges and agrees that neither MGMA nor the owner or operator of the Conference Facility carries insurance for or is responsible for loss of or damage to Exhibitor’s property. Exhibitor will obtain such insurance on its property as it elects. Exhibitor must obtain workers compensation insurance for Exhibitor’s employees that satisfies applicable legal requirements in Exhibitor’s home jurisdiction and in the jurisdiction in which the Conference is held. In addition, Exhibitor must obtain and maintain at its own expense a standard Commercial General Liability Policy with a combined policy limit of at least $2 million, which policy (a) provides coverage for injury or death to persons and damage to property in connection with the Conference, and (b) lists MGMA and the owner or operator of the Conference Facility as additional insureds. Such coverage must be on an “occurrence” as opposed to “claims made” basis and must cover the entire time period during which Exhibitor or any representative of Exhibitor is present or has any property at the Conference Facility. Exhibitor will provide MGMA with such evidence of coverage. Exhibitor hereby releases, waives and discharges any claim, demand, or cause of action that Exhibitor or its insurers might otherwise have, by way of subrogation or otherwise, against Releasees or the owner or operator of the Conference Facility for any loss, damage, claim or cause of action of any kind that is covered under Exhibitor’s insurance policies or that would be covered if Exhibitor maintained the insurance coverage required by this Section.
15. Default. If Exhibitor violates any of the terms of the Contract, including but not limited to these Terms and Conditions or the Rules and Regulations, or any policies, rules or regulations of the Conference Facility, MGMA may take such actions as it deems appropriate, including but not limited to terminating the Contract and exercising any remedies it may have thereunder or under applicable law. In no event shall MGMA be obligated to refund any exhibit rental fees paid by Exhibitor, except as expressly provided herein or in the Rules and Regulations.
16. Term and Termination. Except as otherwise provided herein, the term of the Contract shall extend through the completion of the Conference. To the extent the Contract contemplates that a party will perform an obligation after expiration or termination of the Contract, such obligation and all provisions of the Contract relating thereto shall survive the termination of the Contract. If MGMA determines, in its sole discretion, for any reason and at any time, that Exhibitor should not be an exhibitor at the Conference, MGMA may terminate the Contract unilaterally by giving Exhibitor notice of such termination and a refund of exhibit rental fees paid by Exhibitor, and MGMA shall have no further liability hereunder.
17. Force Majeure. In no event shall MGMA-ACMPE nor any Conference venue or vendor be held liable as the result of any error, delay or omission beyond MGMA-ACMPE's reasonable control, including, without limitation, any strike, fire, accident, or other acts of God. MGMA-ACMPE shall not be liable or responsible for the content or Exhibitor materials at any Conference, including any errors or omissions contained in such materials. MGMA-ACMPE makes no representations or warranties with respect to the quality or the appearance of the exhibition at any Conference, and in no event shall MGMA-ACMPE be responsible for the quality of any materials or presentations or exhibitions at any Conference.
18. Miscellaneous.(a) The Contract, including these Terms and Conditions and the Rules and Regulations, constitutes the entire agreement between Exhibitor and MGMA with respect to the subject matter thereof. Together, they supersede all prior agreements and understandings, including but not limited to those based on MGMA marketing materials. The Contract may be amended only by a writing signed by Exhibitor and MGMA.(b) The Contract is governed by the internal laws of the State of Colorado, without giving effect to principles of conflict of laws. Any litigation or arbitration related to this Contract shall be brought in Arapahoe County, Colorado, and Exhibitor consents to the jurisdiction of the state and federal courts in Colorado. In any such proceeding, the prevailing party shall recover all costs and expenses, including reasonable attorneys’ fees, incurred by such party in connection with such proceeding. This provision shall survive expiration or termination of the Contract.(c) The Contract may be executed in counterparts, including counterparts exchanged by facsimile or email.
19. Advertising Package. For exhibitors that selected the Conference Advertising Package, all terms and conditions associated with direct mail list use, eBlast list use, and advertising found at https://www.mgma.com/marketing-with-mgma/terms-conditions will also apply to this contract.