1. Agreement. These terms and conditions (“Terms and Conditions”) govern the relationship between Electrify DC (“EDC”) and the Exhibitor listed on the Exhibitor Application (“Exhibitor”) for booth space and attendance at the Healthy Homes Fair (the “Fair”) and include and incorporate by reference (a) the Exhibitor Application and definitions therein (the “Application”), (b) the exhibitor kit made available by Electrify DC to exhibitors (“Exhibitor Kit”), (c) the rules, regulations, and terms and conditions of the operators and/or owners of the property where the Exhibition and/or Conference is located (the operators and/or owners are referred to herein as the “Conference Center Owner” and the rules are referred to as the “Conference Center Rules”), (d) Electrify DC rules, procedures, and policies, including, but not limited to, the Event Anti-Harassment Policy set forth in these Terms and Conditions which govern Exhibitor’s participation at the Fair (collectively, the “EDC Polices”) and (e) any documents referenced herein ((a) through (e), together with these Terms and Conditions are referred to herein as the “Agreement”). EDC reserves the right to make changes to the EDC Polices from time to time without notice.

2. Assignment and Use of Space. EDC will assign use of space and booths and confirm the same to Exhibitor as soon as reasonably practicable after receiving Exhibitor’s Application. EDC has the sole right to determine eligibility of any company or product for inclusion in the Fair, for accepting an Application, and assigning use of space and booths to Exhibitor, all subject to the availability of space preferences, special needs, the compatibility of exhibitors, or any other reason as determined in the sole discretion of EDC.

3. Booth Space. The space assigned by EDC and the Fair floor plan may be changed at any point as determined in the sole discretion of EDC.

4. Payment. Payment for the booth space shall be made as set forth on the Application. Exhibitor fees not paid in full by the scheduled dates risk loss of the early-bird reservation rate or loss of booth assignment entirely.

5. Cancellation by Exhibitor. Any request to cancel booth space by Exhibitor (“Cancellation Request”) must be in writing and received by EDC on or before the early-bird reservation deadline set forth in the Application. For requests received by this date, all sums paid by the Exhibitor will be refunded. If a Cancellation Request is received after the early-bird reservation deadline, Exhibitor shall not be entitled to any refund of Exhibitor Fees and shall be responsible to pay 50% of the Exhibitor Fees, to the extent not already paid. Exhibitor shall pay such amounts within five business days following its delivery of the Cancellation Request. Any cancellations requested after January 12, 2024 will be assessed a 100% cancellation fee.

6. Cancellation by EDC. Should Exhibitor fail to deliver the payments set forth in this Agreement within the applicable time period provided or otherwise fail to comply with the Agreement, EDC may cancel Exhibitor’s booth upon written notice to Exhibitor. Upon such cancellation, EDC shall be entitled to retain any portion or all fees already paid to EDC and to collect all remaining Exhibitor Fees, to the extent not already paid by Exhibitor. Exhibitor shall pay such amounts within five business days following notice from EDC of its cancellation of Exhibitor’s booth.

7. Exhibition & Display Space. Exhibitor shall be responsible for ensuring that all its personnel, employees, volunteers, contractors, invitees and representatives (collectively “Exhibitor Representatives”) wear an identification badge provided by EDC and comply with the Agreement. EDC reserves the right to request changes to booth displays or Exhibitor Representatives at any time. (a) If Exhibitor fails to install or have installed Exhibitor’s display within the time limit as set forth in the Exhibitor Kit or fails to otherwise comply with any provisions concerning the use of display space, EDC shall have the right to take possession of the booth space and resell it, or any part thereof. Upon such occurrence, Exhibitor shall have no right to a refund of any of the Exhibitor Fees and shall remain responsible for any outstanding Exhibitor Fees. (b) All demonstrations and distribution of literature and promotional materials must be confined to the limits of Exhibitor’s booth or assigned table display space. Sharing an exhibit booth is not permitted without the prior written consent of EDC. Exhibitor must display goods or services directly related to its regular course of business unless it has received prior written consent of EDC. (c) Booths that include the operation of audio equipment or any noise-making machinery must be operated so that the resulting noise will not disturb adjacent exhibitors or Fair attendees, as determined by EDC in its sole discretion. Exhibitor must provide EDC with a copy of the Exhibitor’s licensing agreement with ASCAP, BMI, or other licensing organization if using live or mechanical music in the booth. (d) Exhibitor shall ensure that it has all legal rights to use or display all trademarks, service-marks, copyrights, or any other intellectual property on display at the Fair. (e) Exhibitor is required to have its booth neat and orderly at all times throughout the event. Subject to Conference Center Rules, Exhibitor must conform its booth to prevailing trade show practices and standards with respect to size, height and sight line access. (f) Exhibitor’s conduct and booth space shall comply at all times with the Event Anti-Harassment Policy, as set forth in Section 10 below. In particular, Exhibitor shall not use sexualized images, activities, or other material. Booth staff (including volunteers) shall not use sexualized clothing/uniforms/costumes, or otherwise create a sexualized environment. All materials displayed or distributed by Exhibitor must portray high business ethics and may not be lewd or sexual in nature. (g) Exhibitor shall not pack or remove articles from the booth prior to closing of the Fair, without prior written approval from EDC. (h) Use of motorized equipment (such as, but not limited to, air blimps and drones) are not permitted unless a request is submitted in advance to, and approved by, EDC in writing at least 30 days prior to the start of the Fair. (i) Lottery devices, games of chance and any similar recreational activities may only be used by Exhibitor at the Fair with the prior written consent of EDC. (j) Exhibitor may not assign, sublet or apportion any part of the booth allotted, or represent, advertise for, solicit on behalf of, or distribute any materials relating to any other entity or individual except with the prior written consent of EDC. EDC reserves the right to prohibit installation, in whole or in part, of a booth, or require discontinuation of any other activities of Exhibitor that EDC, in its sole discretion, deems as objectionable or that may distract from the purpose and character of the Fair or the mission of EDC and Exhibitor will promptly remedy any objection EDC has to its booth display.

8. Exhibitor Activities. Without EDC’s prior written consent, not to be unreasonably withheld or delayed, Exhibitor agrees not to schedule or conduct any outside activity including, without limitation, receptions, seminars, symposiums, and hospitality suites (an “Exhibitor Event”) during any part of the official program of the Fair including EDC sponsored events. Exhibitor must submit to EDC 30 days prior to the beginning of the Fair any Exhibitor Event that Exhibitor requests to hold during the Fair for EDC’s written approval. EDC’s approval of an Exhibitor Event shall in no way be deemed an endorsement or sponsorship of such event.

9. Intellectual Property. A party’s intellectual property will remain the property of such party and the other party acknowledges that nothing in the Agreement will be construed as granting a license to or transferring title in or ownership of such intellectual property. Notwithstanding the above, EDC may, in electronic or written format, identify Exhibitor by name, and use any logo provided to EDC by Exhibitor, for purposes of identifying Exhibitor as a participant in the Fair, unless and until such time as Exhibitor notifies EDC in writing. Upon payment of all Exhibitor Fees, Exhibitor may reference its participation in the Fair by reference to such Fair. In doing so, Exhibitor (a) shall not use any EDC logo unless it is provided to Exhibitor by EDC, (b) shall ensure that any reference includes any trademark symbols (as applicable), and (c) shall refrain from any language that implies an endorsement or warranty of Exhibitor or Exhibitor’s products, actions, or services, either at or during the Fair and/or Exhibitor Event.

10. Compliance; Insurance. As it relates to Exhibitor’s booth and activities during the Fair, Exhibitor assumes all responsibility for compliance with all applicable ordinances, regulations, and local, state, and federal governing bodies concerning fire, safety, and health, including, without limitation, the Americans with Disabilities Act, public safety laws and codes, and labor laws, rules and regulations. In addition, Exhibitor shall obtain and maintain during the Fair all necessary forms, permits and licenses to operate its booth. Exhibitor and Exhibitor’s appointed contractors must adhere to EDC Policies, the Conference Center Rules, and EDC’s official general contractor (GES) when used for the Conference. Exhibitor shall be responsible for any penalties, costs or fees imposed on EDC for noncompliance with the Agreement. Exhibitor must submit its Exhibitor Appointed Contractor (“EAC”), if applicable, and certificate of insurance (“COI”) forms to EDC at least 60 days prior to the opening of the Fair. Such forms must name EDC, the Conference Center Owner, and any other entity required by contract as directed by EDC as an additional insured under each applicable insurance policy. Such forms must contain an endorsement that such policy will remain in full force and effect notwithstanding that the insured has waived its right of action against any party prior to the occurrence of a loss and shall require the insurer to waive all rights to subrogation against EDC, the Conference Center Owner and any other additional insured. Amounts of insurance are listed on the sample COI form and must be adhered to. If such forms are not sent to EDC within the 60-day time period, EDC may deny Exhibitor use of the booth and Exhibitor shall have no right to any refund of the Exhibitor Fees and shall be responsible to remit any unpaid Exhibitor Fees to EDC. Exhibitor understands and acknowledges that neither EDC, the Conference Center Owner, nor any other sponsor of the Conference maintains insurance covering Exhibitor’s property and that it is the sole responsibility of Exhibitor to obtain any desired or required insurance.

11. Event Anti-Harassment Policy; Code of Conduct. EDC is dedicated to providing a harassment-free experience for everyone at EDC events. EDC seeks to provide a conference environment in which diverse attendees may learn, network and enjoy the company of colleagues in a professional atmosphere. Exhibitor’s conduct, activities, and that of Exhibitor Representatives shall comply at all times with the Event Anti-Harassment Policy, which can be found at: EDC Event Anti-Harassment Policy, (together with the following provisions, the “Code of Conduct”). In particular, at all times during the Fair or sponsored events, Exhibitor and Exhibitor Representatives shall not (a) use or display sexualized images or other material, (b) use or wear sexualized clothing/uniforms/costumes, or otherwise create a sexualized environment, (c) act and speak in discriminatory manner, (d) use offensive, racist or sexist remarks; (e) harass or antagonize any other exhibitor, party, or attendee; (f) remove anything from another exhibitor’s booth or space; or (g) photograph or video another party’s booth, space or products, attendees or any portion of the Fair without permission; and shall (h) otherwise conduct themselves in an ethical and professional manner. Exhibitor acknowledges and understands that the conduct, activities and choices of Exhibitor and Exhibitor Representatives at all times and at all events during or adjacent to the Fair (whether sponsored by EDC, Exhibitor, or a third party) may reflect on EDC by association, and therefore, EDC reserves the right, in its sole discretion, to eject Exhibitor or Exhibitor Representatives from the Fair or EDC sponsored events at any time and/or prevent Exhibitor or Exhibitor Representatives from exhibiting at or attending any future EDC event for any violation of the Event Anti-Harassment Policy or this Code of Conduct and Exhibitor shall not be entitled to any refund of Exhibitor Fees and shall be responsible to remit any unpaid Exhibitor Fees to EDC.

12. Breach. Without limiting any other rights or remedies available to EDC under law or this Agreement, Exhibitor agrees that any breach of the Agreement by Exhibitor entitles EDC to revoke Exhibitor’s right to participate in the Fair and/or any future EDC exhibition, conference or event without refund of any amounts paid and shall be responsible to remit any unpaid Exhibitor Fees to EDC.

13. Liability. EDC, Conference Center Owner, GES, and each of their agents, representatives, employees, contractors, licensees and assigns (each individually a “Releasee” and collectively, the “Releasees”), shall not be liable to Exhibitor or any Exhibitor Representative for (a) any loss, theft or damage to the property of the Exhibitor, the Conference Center, Conference Center Owner, other Conference exhibitors, or Exhibitors Representatives, including, without limitation, the loss or damage of any goods that are in transit to the Conference or for the failure of such goods to arrive, (b) any damage or injury to persons or property from any cause whatsoever by reason of the use or occupancy of the booth or attendance at the Fair, an Exhibitor Event, or a related event by the Exhibitor or Exhibitor Representatives, (c) any matter resulting directly or indirectly from any labor disturbances of any kind, fires, delays or defaults of any contractors or suppliers, or any other cause beyond the reasonable control of the applicable Releasee; except, as it relates to (a) through (c) above, where such liability arises out of the gross negligence or willful misconduct of such Releasee. Exhibitor shall indemnify and hold each of the Releasees harmless for any and all losses, costs, damages, charges, claims, legal fees, recoveries, judgments, penalties, and/or reasonable expenses (“Losses”) which may be obtained against, imposed upon, or suffered due to the foregoing, failure to comply with applicable law, or for the breach of any covenants, obligations or agreements made by Exhibitor in the Agreement, except where such Losses arise out of the gross negligence of such Releasee. Notwithstanding the above, the gross negligence or willful misconduct of a Releasee shall not be imputed to any other Releasee.

14. Cancellations or Termination of Fair. In the event the premises where the Fair is to be held shall, in the sole determination of EDC, become unfit or unavailable for occupancy or be substantially interfered with by reason of picketing, strike, embargo, injunction, act of war, act of terrorism, act of God, fire, heath or other state of emergency declared by a government agency, or by reason of any other occurrence beyond the direct control of EDC, EDC may postpone or cancel the Fair. In such event, neither party shall have any further obligation to or against the other party, except that EDC shall refund to Exhibitor all Exhibitor Fees paid by such Exhibitor in connection with the Fair, less a prorated share of EDC’s actual expenses in connection with the Fair (as determined on the basis of the expenses incurred by EDC and the number of exhibitors at the Fair). To the extent Exhibitor’s pro rata share has not yet been paid to EDC, Exhibitor shall remit such amount to EDC within 30 calendar days from receipt of notice of the postponement or cancellation. Exhibitor hereby waives all claims the Exhibitor has or might have against EDC for damages or expenses relating to such postponement or cancellation.

15. No Guarantee of Results. EDC does not warrant or guarantee any particular results of exhibiting at the Conference, nor does it guarantee a particular number of attendees or other exhibitors.

16. No Partnership; Assignment; Successors. Nothing contained in the Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between EDC and Exhibitor. Neither party shall be considered the agent of the other. Exhibitor may not assign its rights or obligations under this Agreement without EDC’s prior written consent. The terms, conditions and obligations of this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

17. Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the District of Columbia, without regard to its conflict of law provisions.

18. Miscellaneous. The Agreement and the other terms and documents referenced herein, constitutes the full understanding of the parties and supersedes any and all prior agreements, understandings, or representations. The parties hereby agree that there are no other understandings or agreements between the parties, which are not contained in the Agreement. In the event of any conflict between the terms of these Terms and Conditions and any other terms in the Agreement, these Terms and Conditions shall control. No change or amendment to the Terms and Conditions will be effective unless made in writing by EDC. Paragraph and other headings contained in the Agreement are for reference purposes only and are in no way intended to define, interpret, describe or limit the scope, extent or intent of the Agreement or any provision of the Agreement. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provisions of the Agreement, all of which shall remain in full force and effect.