Definitions

“NAFSA” as used herein refers to NAFSA: Association of International Educators, a Washington, DC, nonprofit association. The word “Exhibitor” refers to the exhibiting organization indicated on the front of this contract. “Expo” means NAFSA’s International Education Expo held as part of the NAFSA Annual Conference and Expo.

Contract for Space and Changes

This application for exhibit booth space, once NAFSA has accepted the request and assigned a booth, constitutes a contract for the right to use exhibit space. Global Partners who receive a discount on the booth price when booking must remain a Global Partner in 2021 to retain the discount. NAFSA reserves the right to modify the Expo schedule and make any adjustments in booth assignments, size, and equipment at any time as deemed necessary. The information contained in the Exhibitor Prospectus is preliminary and is subject to change.

Force Majeure and Cancellation or Postponement of Expo

In the event of acts of God, war, government regulations, utility or communications failures or outages (including electrical, telecommunications, or internet service) or failure or delay in receiving electronic data, fire, disaster, terrorism, threat of terrorism, civil disturbance, government, health, or travel advisories, actual or threatened hazardous weather, strike, disease, service interruption or delay, or any other occurrence beyond the control of NAFSA that renders the fulfillment of this contract illegal, impossible, or commercially impracticable by NAFSA, at NAFSA’s option, the contract will be terminated or the parties shall mutually amend it. The Exhibitor hereby waives any claim against NAFSA for damages or compensation in such event.

In the event that the Expo is cancelled for any reason, the liability of NAFSA shall be limited solely to the money paid by Exhibitor as exhibit booth rental, less a proportionate share of all expenses incurred by NAFSA as related to the Expo. No refund shall be made should the dates of the Expo be changed by NAFSA, but Exhibitor will be assigned space that the Exhibitor agrees to use under these same rules, regulations, terms, and conditions. Any account balances in favor of Exhibitor shall be credited to the following year’s Expo. Any unused credit may be retained by NAFSA. NAFSA shall not be financially liable in the event the Expo is interrupted, canceled, moved, or dates changed except as provided herein.

NAFSA’s right to terminate the Expo and its other rights under this clause shall not be prevented even if the parties were aware of any condition at the time this Agreement is executed, and such condition shall not be a restriction of NAFSA’s ability to invoke its rights under this clause.

Cancellations / No Shows

Cancellation of exhibit booth space must be in writing and postmarked or emailed by the cancellation deadline of April 30, 2021. Cancellations are subject to a liquidated damages payment of 75% of the total exhibit booth rental because of the difficulty of determining and proving NAFSA’s actual losses. There will be no refunds for cancellations received after 5:00 p.m. on April 30, 2021 (Eastern Time). No shows shall be treated as cancellations. Upon cancellation, NAFSA has the right to resell the space and retain all revenue collected.

Use of Space

The primary purpose of exhibits at the NAFSA conference is to inform the international education community about products and services that may be of interest to them in their professional capacities. NAFSA’s acceptance of a contract with a potential exhibitor, sponsor, or Global Partner is not, and should not be construed as an endorsement by NAFSA of the exhibitor, sponsor, or Global Partner, or of its programs, products, and services. For more information and to review the full statement of the Goals and Business Practices of the NAFSA Annual Conference and International Education Expo visit www.nafsa.org/conferencepractices. All exhibits must remain open and staffed during all scheduled Expo show hours.

General Conduct of Exhibitors

NAFSA: Association of International Educators is committed to providing a safe, productive, and welcoming environment for all meeting participants and NAFSA staff. All participants, including, but not limited to, attendees, speakers, volunteers, exhibitors, NAFSA staff, service providers, and others are expected to abide by this Meeting Safety & Responsibility Policy. Please see www.nafsa.org/meetingsafety to review the full policy.

All of the following practices are expressly prohibited: promotion of products and services other than those manufactured or regularly distributed by the Exhibitor; solicitation of business by anyone other than representative of Exhibitor; deliberate tampering with NAFSA items displaying the names and /or logos of NAFSA, other exhibitors, and/or other sponsors; and promotion of any activities that draw NAFSA delegates away from the Expo during show hours.

Liability, Idemnification, and Insurance

The Exhibitor shall at all times protect, indemnify, and hold harmless NAFSA and its directors, officers, agents, and employees (“indemnitees”), from all claims, demands, action, loss, cost, or liability of every kind (including reasonable legal fees and expenses) arising from or by reason of Exhibitor’s breach of any provision of this contract or Exhibitor’s occupancy and use of exhibition space, including but not limited to, any costs incurred as the result of alleged violations of copyright arising out of the use of mechanically and electronically reproduced music. Indemnitees are not responsible for the safety of the property of the Exhibitors from theft, accident, or other causes, nor for injury to Exhibitor or any of its representatives, employees, agents, licensees, or invitees. Exhibitor retains the sole responsibility for its own exhibit material. In no event will NAFSA or its directors, officers, agents, and employees be liable to Exhibitor, whether in contract or tort, for any amount in excess of the amount paid by Exhibitor as exhibit booth rental for any claim arising from Exhibitor’s participation in the Expo and conference, the rental of exhibit space, the conduct of NAFSA, any breach of this Agreement, or any other act, omission or occurrence.

Regulations / Permissions

Exhibitor is solely responsible, at its own expense, for any permits, licenses, approvals, or equipment should any be required for the particular individual displays or the particular exhibit of Exhibitor, including but not limited to any permissions or licenses required for the use of any and all copyrighted, licensed, or patented materials or any required government licenses or permits.

Use of Likeness

By participating in the Expo, Exhibitor acknowledges and agrees to grant NAFSA the right during the Expo to record, film, live stream, photograph, or capture Exhibitor’s likeness in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from Exhibitor or any payment to Exhibitor. This grant to NAFSA includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media. IN NO EVENT MAY THE SPONSOR/EXHIBITOR AUDIO OR VIDEO TAPE OR RECORD THE EXPO AT ANY TIME WITHOUT NAFSA’S PRIOR WRITTEN CONSENT.

Content

Exhibitor acknowledges and agrees that NAFSA, in its sole discretion, reserves the right to change any and all aspects of the Expo, including but not limited to, the Expo name, themes, content, program, speakers, performers, hosts, moderators, venue, and time.

Furthermore, the broadcasting of Expo may be impacted by: (1) failure, delay, disruption or malfunction of the internet or any communication network; or (2) equipment error, human error or data entry errors, all of which are beyond NAFSA’s reasonable control, whether or not attributable to a third party; therefore, Exhibitor acknowledges that the presentation of Expo will not be uninterrupted or error-free.

Intellectual Property Rights

NAFSA reserves all title and all other rights in or to the presentations, materials, and any related documentation (including all Intellectual Property Rights) provided during Expo (“Intellectual Property Rights”). Nothing contained in this Agreement will (directly or indirectly) be construed to assign or grant Exhibitor any right, title, or interest in and to the Intellectual Property Rights except as may specifically provided by in writing by NAFSA.

Enforcement of Regulations and Agreement Terms

NAFSA has full power to interpret and enforce all rules, regulations, terms, and conditions concerning the exhibit and the power to make amendments and/or future regulations, orally or in writing, that are considered necessary for the proper conduct of the exhibit. Such decisions shall be binding on Exhibitors. Failure to comply with regulations or amendments may also be sufficient cause for restricting, prohibiting, or terminating any exhibit or Exhibitor at the expense of the Exhibitor. In the event of such restriction, prohibition, or termination, NAFSA is not liable for any refund or rental or other exhibit expenses.

Exclusions

NAFSA, in its sole discretion, has the right to refuse any applicant for exhibit space for any reason as well as the right to restrict or terminate any Exhibitor that, as determined by NAFSA in its sole discretion, detracts from or is unsuitable for the Expo or whose participation is contrary to the best interests of NAFSA or its reputation. This reservation applies to displays, printed matter, promotional materials, personal conduct, and methods of operation. In the event of such restrictions or terminations, NAFSA will not be liable for any refunds or other exhibit expenses.

Waiver, Severability, Legal Action, Governing Law

No waiver of any provision of this contract shall be valid unless in writing and signed by the party against whom enforcement is sought. If any portion of this contract is determined to be unenforceable or invalid, such determination shall not be deemed to affect the enforceability or validity of the remainder of the contract.

Exhibitor agrees that if NAFSA takes legal action to enforce this Agreement, Exhibitor shall be responsible for all reasonable costs, including attorneys’ fees, for such enforcement. This Application and Contract shall be governed by and subject to the laws and exclusive jurisdiction of the courts of the District of Columbia, USA.

For more information on exhibiting, contact NAFSA Conferences and Meetings Department, USA. Tel: 202.737.3699, ext. 4413; Fill out this form: https://www.nafsa.org/form/exhibitor-information; Web site: www.nafsa.org.

Authorization

By purchasing this exhibitor listing, the exhibitor agrees to abide by all rules, regulations, terms and conditions as set forth or referenced in this application/contract in its entirety and acknowledges that NAFSA, in order to perform its duties, provides the exhibitor contact list to a limited number of commercial organizations that work directly with NAFSA to provide products and services to the exhibitors. To view NAFSA’s Privacy Policy, please visit www.nafsa.org/Legal_Information/Privacy_Policy/. This application/contract is binding on both parties when fully executed. The document contains the entire agreement between the parties and supersedes any prior agreement. The terms of this document may not be changed except in writing by the parties.