The American Society for Radiation Oncology, hereinafter referred to as "ASTRO," has established the following 2023 Annual Meeting Exhibitor Appointed Contractor (“EAC”) Rules and Regulations, hereinafter referred to as "EAC Rules," to protect the integrity of the technical exhibits at the 2023 ASTRO Annual Meeting, hereinafter referred to as the "Exhibit Hall," and to ensure compliance with laws, codes, ordinances and contracts with the exhibition facility. The “Premises for the Event” include all areas of The San Diego Convention Center, or otherwise associated with the ASTRO Annual Meeting, including but not limited to, the Exhibit Hall, parking areas and loading docks. "ASTRO Show Management" as used herein, shall refer to all officers, employees and contractors acting with authority from ASTRO. It is the responsibility of the official exhibitor representative as indicated on the Application and Contract for Exhibit Space, hereinafter referred to as "Exhibitor," as well any of the Exhibitor's appointed contractors (“EACs”) to comply with the requirements and specifications in the EAC Rules; the 2023 Annual Meeting Exhibitor Rules, Regulations and Policies; the Notice of Intent to Use EAC Policies and Procedures; the Agreement and Rules and Regulations between GES and EAC; the Attendee Policies; and the Health and Safety Protocols (hereinafter referred to collectively as "EAC Rules and Requirements"). In the event of any change to these policies, procedures and rules, the most up-to-date versions will be controlling.
1. An Exhibitor Appointed Contractor, hereinafter referred to as "EAC," is a company selected by the Exhibitor other than the "general" or "official" service provider(s) listed in the online Exhibitor Resource Center for the Event. For purposes of these EAC Rules, the term EAC shall also refer to any agent, employee, representative, etc., working on behalf of the EAC.
2. Exhibitor and EAC acknowledge that the show site and surrounding areas are active work zones and the EAC, its agents, employees and representatives are present at their own risk vis a vis ASTRO Show Management. EAC accepts all risk and liability for any of its actions and those of its agents, employees and representatives.
3. EAC agrees to comply with, and Exhibitor agrees to oversee EAC’s compliance with, the requirements and specifications in these EAC Rules and the EAC Rules and Requirements. This includes, but is not limited to, compliance with all the requirements and specifications set forth in the Exhibitor Resource Center. Should Exhibitor's EAC fail to comply with the EAC Rules and Requirements, EAC may be banned from the Exhibit Hall and Exhibitor may not be permitted to use EAC for the 2023 ASTRO Annual Meeting, hereinafter referred to as the "Event," and possibly future ASTRO events.
4. By August 28, 2023, Exhibitor shall require and verify that each of its EACs who will be performing operations for Exhibitor in connection with the Event procures insurance against liability for injuries to persons or damage to property which may arise from the EAC's operations relating to the Event and provide certification as required below. The term for such insurance shall cover the full duration of the Event (Monday, September 25, 2023 – Thursday, October 5, 2023), hereinafter referred to as the "Insurance Term." The cost of such insurance shall be borne by the EAC or Exhibitor and shall comply with the following requirements:
5. Exhibitor Responsibility for EAC
The failure of Exhibitor's EAC to comply with EAC Rules and Requirements to procure or maintain the insurance coverage for ASTRO or any other party that is required by the EAC Rules shall be considered to be a material breach of the EAC Rules by the Exhibitor. Furthermore, Exhibitor assumes full responsibility for and shall defend, indemnify and hold harmless ASTRO Show Management, including their officers, directors, employees and volunteers, for any claims, penalties, damages, losses, costs, charges and expenses whatsoever, including reasonable attorney's fees and costs, arising out of EAC’s actions or omissions related to the Event or at the Premises for the Event that are not covered by the EAC or its insurance.
6. The EAC will be responsible for all reasonable costs related to its operation, including overtime pay for stewards, restoration of exhibit space to its initial condition, etc. Where applicable a one-hour minimum labor charge will be charged at the appropriate steward rate of pay per day/per union to either the EAC/Exhibitor depending upon the billing arrangement established with GES. The Exhibitor agrees that Exhibitor is ultimately responsible for all services in connection with its exhibit, including freight, drayage, rentals and labor if billing arrangements have not been established with GES or any other official provider.
7. On show days as established per the Exhibit Hall Schedule, only EACs with a valid ASTRO Exhibitor Booth Personnel Badge, hereinafter "Booth Badge," will be permitted in the Exhibit Hall. No installation and dismantling crew members will be permitted on the exhibit floor during show hours without the proper Booth Badge. EAC should contact Exhibitor to obtain a valid Booth Badge from Exhibitor's complimentary Booth Badge allotment.
8. The show aisles and public spaces are not part of the Exhibitor's booth. Therefore, EAC is required to confine all activities to the exhibit space of the Exhibitor who has given the valid order for services. Exhibitor may be charged for costs related to movement of its property if their EAC does not contain its operations within the confines of the Exhibitor's booth.
9. Solicitation of business in the Exhibit Hall or on the San Diego Convention Center premises, hereinafter referred to as "Facilities," is strictly prohibited. If EAC attempts to provide services designated to another party as the "exclusive" or "official" provider of that service or is engaged in any solicitation on the exhibit floor, including the distribution of EAC's company literature, EAC will be banned from the Exhibit Hall and Exhibitor may not use the EAC for the remainder of the Event.
10. EAC assumes responsibility for and agrees to make no claim of any nature whatsoever against ASTRO and/or SPARGO, Inc., and/or, their employees and/or designated representatives ("designated representatives" include but are not limited to agents, members, Official Contractors, Officers and/or Board of Directors) arising out of or related to its presence at or use of the Premises for the Event, its work as an EAC for this Event and/or its participation in the Event, including, but not limited to: (i) loss or damage to any property of the EAC by fire, theft, destruction, vandalism, or any other cause; (ii) any injury to the EAC, its agents or employees by any cause; (iii) loss or damage to the EAC's business by reason of contracted Exhibitor's exhibit space location or the failure to provide the contracted Exhibitor's exhibit space for the Event, or by any failure to hold the Event as scheduled; (iv) loss, damage or injury to the Exhibitor or EAC's business caused by fire, electrical service interruption or any other interruptive occurrence; and (v) all consequential commercial damages arising out of any aspect of EAC’s work, presence at or around, or travel to and from the Premises for the Event, or any violation of the EAC Rules and Regulations. This waiver shall not include claims arising directly from the gross negligence or willful misconduct of ASTRO and/or SPARGO, Inc., and/or their employees and/or designated representatives acting within the scope of their employment or designated responsibilities, and caused by circumstances under the control of ASTRO and/or SPARGO, Inc., and/or their employees, and/or designated representatives.
11. The EAC shall indemnify, defend and hold ASTRO and/or SPARGO, Inc., and/or their employees and/or designated representatives ("designated representatives" include but are not limited to agents, members, Official Contractors, Officers and/or Board of Directors) “Show Management Indemnified Parties”) harmless from and against any and all claims, penalties, damages, losses, costs, charges and expenses whatsoever, including reasonable attorney's fees and costs, arising out of or related to the EAC's presence at the Facility or the Premises for the Event, its work as an EAC for this Event and/or its participation in the Event including, but not limited to: (i) damage or injury to any person, persons, or property arising from or by reason of the occupation and use of the Exhibitor's exhibit space; (ii) acts done or caused to be done by the EAC, its agents, employees, guests, or invitees; (iii) any breach by the EAC of its obligations hereunder; (iv) any loss, damage or destruction to property at or of the Premises for the Event, the Exhibit Hall or the San Diego Convention Center facilities caused by the EAC, its agents, employees, guests or invitees; and (v) any loss, theft, misappropriation or otherwise, or damage or destruction of any property of the EAC or property of its guests or invitees brought into the exhibit areas (collectively referenced as “Claims”). In defending Claims, EAC shall use counsel reasonably satisfactory to ASTRO and shall proceed with diligence, timeliness and good faith in such defense. The EAC will not be required to provide such indemnification where such claims are directly attributable to the gross negligence or willful misconduct of Show Management Indemnified Parties, acting within the scope of their employment or designated responsibilities, and caused by circumstances under the control of Show Management Indemnified Parties. Except as may be otherwise provided by applicable law, the Indemnified Parties right of indemnification shall not be impaired, reduced or diminished by any act, omission, misconduct, negligence or default of any Show Management Indemnified Party who may have contributed thereto. To the extent any law may prohibit any application of all or any part of the indemnity obligations in this Agreement, it is the intent of the parties that any such prohibited provisions are severable and the indemnity obligations in this Agreement shall be construed to impose the indemnity obligation in all circumstances, applications and situations to the fullest extent permitted by law. EAC waives as to the Show Management Indemnified Parties any immunities, defenses, or limitations it may have, including specifically and without limitation, any cap or limit on its maximum exposure for its liability to third parties arising out of injuries to an employee of the EAC or any other person.
12. EAC hereby agrees to waive the right of subrogation by its insurance carriers to recover losses sustained under its insurance contract including but not limited to real and personal property.
13. EAC assumes responsibility and agrees to indemnify, defend and hold harmless the San Diego Convention Center Corporation, Inc., City of San Diego, San Diego Unified Port District, and the members, officers, directors, agents and employees of these three entities (“Indemnified Parties”) from and against any and all liabilities, losses, judgments, settlement expenses, claims, liens, damages, injuries, actions, suits, proceedings, costs and expenses (including reasonable attorneys’ fees and costs (collectively the “Claim(s)”) arising out of, caused by or resulting from, in whole or in part, any act, omission, negligence, fault or violation of law or ordinance associated with the use, misuse or occupancy of the Premises for the Event by Licensee and its agents, employees, contractors, guests invitees, attendees or any other person entering the Facility or the Premises with the implied or express permission of EAC. In defending all Claims, EAC shall use counsel reasonably satisfactory to the San Diego Convention Center Corporation, Inc., and shall proceed with diligence, timeliness and good faith in such defense. Except as may be otherwise provided by applicable law, the Indemnified Parties right of indemnification shall not be impaired, reduced or diminished by any act, omission, misconduct, negligence or default of any Indemnified Party or of any employee or agent of any Indemnified Party who may have contributed thereto. To the extent any law may prohibit any application of all or any part of the indemnity obligations in this Agreement, it is the intent of the parties that any such prohibited provisions are severable and the indemnity obligations in this Agreement shall be construed to impose the indemnity obligation in all circumstances, applications and situations to the fullest extent permitted by law. EAC waives as to the Indemnified Parties any immunities, defenses, or limitations it may have, including specifically and without limitation, any cap or limit on its maximum exposure for its liability to third parties arising out of injuries to an employee of the EAC.
The EAC understands that neither ASTRO and/or SPARGO, Inc., and their agents, trustees, officers, board members and employees, nor The San Diego Convention Center and their officers, officials, employees, volunteers, and elected representatives maintain insurance covering the EAC's property, personnel and Event attendees, and it is the responsibility of the EAC to obtain and maintain such adequate insurance at the EAC's sole cost and expense.
