EXHIBITION REGULATIONS FOR FERIA CLANDESTINA
Terms and Conditions
Dec. 5-7, 2024
Introduction
Art Market Consulting llc (hereinafter referred to as ‘AMCLLC’ or ‘Show Management’),is responsible for organizing and staging the art show Feria Clandestina (hereinafter referred to as the ‘Show’. Subject to compliance with the following provisions, all interested galleries, artists, independent projects, and curators may apply to participate in the Show.
1. Application
1.1 Procedure
Any galleries, artists, independent projects, and curators wishing to participate in the Show (hereinafter referred to as the ‘Exhibitor’) must submit the official online application form (‘Application Form’) correctly completed to Feria Clandestina by the published deadline. For the application the gallery must be able to enter into legally binding contracts and be duly authorized to bind the represented company or other legal entity. The Exhibitor understands and accepts that AMCLLC is entitled to reject an application for any reason whatsoever in its sole and absolute discretion.
Any additions, deletions, or modifications made to the application or communicated to AMCLLC by the Exhibitor or any reservations expressed by them shall be ineffective and shall be considered as void ab initio. It is not possible to recognize an applicant’s wishes to occupy a given location or to have other Exhibitors excluded as a condition for participation.
There is a limit on the number of possible Exhibitors accepted to the Show. Neither the submission of the Application Form nor compliance with the admission conditions stipulated bestow any right on the Exhibitor to be admitted to the Show. Admission to the Show on one or several past occasions constitutes neither a right to automatic re-admission to the Show, nor to the allocation of the same Exhibition Space booth or room location as at an earlier edition of the Show.
1.2 Joint Applications
Applications for the Galleries may be made jointly by two galleries underlining the importance of collaboration among galleries. Applications for joint presentations/ projects will only be considered for Exhibition Spaces or booths shared by two galleries. In this case, both galleries must apply individually but submit a joint presentation/project. For all joint applications the Exhibition Space rental fee (or participation fee), along with any ancillary costs are invoiced equally among both galleries and both parties are jointly and severally liable to AMCLLC for the full amount.
2. Acceptance of the Conditions
In submitting the application, the Exhibitor confirms that it is offering to participate in the Show as Exhibitor under the terms and conditions contained in the Application Form, the Exhibition Regulations, the Exhibition Space Design Regulations, the Hosting Venue Hotel terms and conditions, Fire and Safety Requirements, the Limitation of Liability and Responsibility, the Art Market Principles and Best Practices Guidelines, and the online Showkit (when made available in after paying fees) (collectively, the“Terms”). With the submission of the application, the Exhibitor expressly confirms to adhere to the Terms and to accept them as binding on the Exhibitor and its employees and representatives. Unless the Exhibitor submits an express statement to the contrary to Show Management, the Exhibitor agrees with submitting its Application Form that any individual and company data may be processed by AMCLLC or by a company appointed by AMCLLC and that said data may be forwarded to an affiliate or contractual partner of AMCLLC which may be also domiciled outside of the United States of America to enable such affiliate or partner to perform services in connection with the participation at the Show.
The Exhibitor must ensure that all processing of personal data of any visitor submitted to AMCLLC for distributing information on and invitations to the Show complies with applicable data protection and other laws. The Exhibitor is also responsible for keeping visitor data up to date.
3. Admission Conditions
3.1 General
AMCLLC shall have the right to refuse admission to the Show if the Exhibitor fails to meet its financial obligations towards AMCLLC by the payment due date, or if its conduct at an earlier edition of the Show has given grounds for justified complaints by visitors or other exhibitors. Furthermore, AMCLLC shall have the right to revoke admission already granted, or expel the Exhibitor from a running Show, if it is subsequently established that this was granted on the grounds of false information or preconditions, or that the admission conditions are no longer fulfilled (e.g. change in the ownership of a gallery, closure of the gallery’s premises).
Participation in any other art show taking place in South Florida within 10 days before, after, or parallel to the Show gives reason for non-admission or revocation of admission to the Show. AMCLLC has the right to relax the admission conditions in justified cases and to allow exceptions on a limited scale, in its sole and absolute discretion. It is not possible to recognize the Exhibitor’s wish to occupy a given location or to have competitors excluded as a condition for participation.
The Exhibitor represents and agrees that it shall comply with any and all health and safety protocols promulgated by AMCLLC and the Hosting Venue Hotel , during the Show (including the move-in and move-out period), as well as all rules and regulations of the facility.
3.2 Admitted Exhibitors
Galleries regularly staging public exhibitions in their own permanent exhibition spaces with regular weekly opening hours (by the date of the application deadline and at the time of the Show) are admitted as Exhibitors to the Show, unless AMCLLC has granted an exception in its sole and absolute discretion. Secondary-market dealers who regularly organize public exhibitions at their business premises are considered to have the same status as galleries. Admitted Exhibitors are not permitted to share a booth with other exhibitors except where the Exhibitor is admitted via a Joint Application, and has the express permission of AMCLLC to share its booth with a joint gallery. It is prohibited to sub-rent, sublicense or assign the booth, in whole or in part, or to cede it in any other way. Failure to comply with this rule will lead to immediate expulsion and exclusion from the Show.
3.3 Permitted Exhibits
The exhibits permitted are works of visual arts. AMCLLC shall have the right to demand precise details of the individual artworks the Exhibitor intends to present. If AMCLLC exercises this right, the Exhibitor is not permitted to display artworks not disclosed to AMCLLC or not otherwise approved in writing in advance by AMCLLC and AMCLLC shall maintain the right to remove such artworks from the booth at the Exhibitor’s expense in the event of non-compliance. As a rule, Exhibitors are strongly encouraged to present only artworks by artists whom they represent or artworks that belong to their specialist field. Exceptions to this rule require the consent of AMCLLC. AMCLLC may also consider this factor strongly in deciding on admissions to future editions of the Show.
3.4 Exhibition Rooms and Special Projects and Special Program
Any Exhibitor wishing to participate in the Show must apply for the Exhibition Rooms and Special Projects (as described below). The Exhibitor is not allowed to have more than one booth at the Show irrespective of the sector the Exhibitor is admitted to, unless an exception has been granted by the Show Management in writing. The admission to Exhibition Rooms and of Special Projects is based upon the procedure detailed in Section 4. The admission is based upon a final decision of AMCLLC communicated in writing. Grounds for the decision are not given and are based upon AMCLLC's sole and absolute discretion.
Exhibition Rooms
Exhibition Rooms is the main exhibition sector of the Show, in which leading galleries for contemporary art display 20th and 21st century artworks including paintings, drawings, sculptures, installations, prints, photography, video and digital art. Galleries specialized in editioned works may also apply to the Exhibition Rooms. As a rule, AMCLLC chooses galleries in Exhibition Rooms based on the quality and ambition of their overall proposal. Applications may be submitted by any gallery.
The Exhibition Space may feature work by up to a maximum of nine artists. There is no age restriction on the artist. Preference will be given to galleries that represent the artist, artist run galleries, and curatorrun galleries although this is not a condition to participate in the Exhibition Rooms. Rehanging of artwork is permitted but must remain as part of the same body of work and no additional artists beyond those specified in the application are allowed in the booth.
Special Projects and Special Program
Special Projects and Special Program provides galleries with a platform to present one major project. Proposals must comprise a single project of one or more pieces. Preference will be given to galleries that represent the artist, although this is not a condition to participate. All artworks exhibited must be part of the proposed project. AMCLLC‘s preference will be given to projects specifically created for Feria Clandestina. Nonetheless, artists who have been spotlighted at other international art fairs or at major institutions, will be considered. However, the proposed artwork must be an entirely new body of work, significantly different from what has been exhibited before in such international contexts.
Special Projects and Special Program is a platform for projects that push the boundaries of a traditional art fair layout, including large-scale sculpture and paintings, video projections, installations, and live performances. Site-specific works may also be created in situ, specifically for this category. Works may only be for sale in their entirety; therefore, it is not allowed to sell separate parts of the project. Works are selected by AMCLLC, and the Exhibitor is responsible for their presentation in consultation with Show Management.
4. Admission Procedure
AMCLLC endeavors to create optimum conditions for the Exhibitors and visitors at the Show, by prioritizing the quality and balance of galleries and artwork present at the Show. It is AMCLLC that decides on the admission or non-admission of an Exhibitor during a confidential meeting. The selection decisions of AMCLLC are made based on the Show’s overall concept, considering factors such as:
• The quality and dynamism of the gallery’s overall activities
• The quality and dynamism of the gallery’s work with the artists represented, especially those proposed for exhibition at the Show
• The gallery’s past presentations at the Show and other international art shows
• The specific content of the application submitted by the gallery for the Show
• The limited availability of booth and the competition for participation among galleries with a similar profile
• Compliance with the conditions for admission to the Show, including, without limitation, as specified in the Exhibition Regulations and Showkit
• Compliance with the Art Market Principles and Best Practices guidelines
Each gallery interested in participating in the Show must submit an Application Form. All applications are evaluated anew each year. This means that galleries that participated in the previous year must go through the admission procedure again. Every application is subjected to a thorough examination, spread over several stages, until the final results are decided after several rounds of deliberation.
Decisions on admission to the Show are made by and at the sole discretion of AMCLLC are final. Grounds for the decisions are not given to the Exhibitor. AMCLLC does not engage in any correspondence or discussions relating to the decisions on admission. AMCLLC may reject an application in its sole and absolute discretion prior to the selection process.
5. Confirmation of Exhibitor Contract
The Exhibitor receives a confirmation by email from Show Management that their application has been approved. At the time of the confirmation e-mail the agreement with the Exhibitor becomes a legally binding agreement, incorporating all of the Terms, including, without limitation, these Exhibition Regulations and the online Showkit (the “Exhibitor Contract”). After such confirmation, the Exhibitor will also be informed of their final exhibition space.
6. Allocation of Exhibition Area and Room Location
If an Exhibitor is admitted to the Show, AMCLLC allocates the exhibition area and the room location. The room location and exhibition area is determined mainly on the gallery’s standing within the sector to which the admitted Exhibitor belongs, and on its program, taking into account the overall exhibition concept of AMCLLC. Exhibitor requests regarding the room location and exhibition area not binding. AMCLLC has the right to modify the location or configuration of the booth in its sole and absolute discretion, with the result that it differs from the Exhibitor’s application, should this be rendered necessary either by the floorplan or by the overall exhibition concept of the Show. The Exhibition Space size or location allocated to the Exhibitor at an earlier edition of the Show shall have no bearing on the booth size or location allocated by AMCLLC for the current Show.
7. Withdrawal from the Exhibitor Contract
If the Exhibitor withdraws from the Exhibitor Contract, the Exhibitor is liable to pay compensation to AMCLLC by way of liquidated damages (and not by way of penalty) within 7 days of such withdrawal, and such compensation shall not be considered an exclusive remedy. This compensation charge is governed by the date of withdrawal and the room fee that would have been due for the respective booth space as follows:
• 50% of the participation fee (i.e., based on the average of the price range for the exhibition space size requested by the Application Form) in the event of withdrawal on or after November 1, 2024
• 100% of the participation fee respectively in the event of withdrawal on or after ,November 15, 2024
Show Management is free to dispose of exhibition spaces that an Exhibitor has withdrawn from or has not occupied 24 hours before the start of the Show’s Exhibition Days, or earlier in the event that Show Management has a reasonable basis to believe the Exhibitor will not occupy the Exhibition Space. In this case, any claim to the booth is lost and the compensation charge applies. Show Management shall, furthermore, reserve the right to charge the gallery for any other costs arising from the failure to occupy the Exhibition Space.
8. Payment Terms and Conditions
8.1 Prices and Participation Package
All fees, prices, surcharges, discounts, etc. can be consulted in the Application Form and applications website. A surcharge of up to 12% is levied for privileged Exhibition Space locations, such as exhibition spaces along in the entrance zone or ones located along common areas. The fee for the participation package includes the Exhibition Space, the basic equipment in the form of walls and lighting, marketing and promotional activities. The fee for additional services, incidental deposits, and overnight stay deposits can be consulted in the showkit when made available.
8.2 Invoice
Once the Exhibition Space size has been confirmed by Show Management, the Exhibitor will receive an invoice requesting a down payment covering 100% of the participation fee. The down payment is due in full and without any discount at the latest 24hrs after the date of the invoice. Payments by check are not accepted.
If payments are made by credit card, AMCLLC reserves the right to levy a processing fee of not more than 3% of the sum nominally due. If payments are made by wire transfer, AMCLLC reserves the right to charge any processing fees associated with the wire transfer. AMCLLC may reject any payment if such payment was not made by the Exhibitor which has submitted the Application Form and entered into the Exhibitor Contract with AMCLLC. The Exhibitor is further advised to make payments only in the currency and to the bank account stated on the invoice to avoid AMCLLC charging the Exhibitor any additional costs and fees incurred inb case of non-compliance.
8.3 Joint Applications
For all joint applications the fee for booth area and participation respectively, along with any ancillary costs are invoiced equally among both galleries and both parties are jointly and severally liable to AMCLLC for the full amount.
8.4 Invoice for Joint Participation Fee
If galleries collaborate on a joint exhibition all participating galleries shall be jointly and severally liable to AMCLLC including for all fees, costs and expenses. Invoices, shall be addressed exclusively to the applying gallery and charged in full to the applying gallery, unless AMCLLC is otherwise notified in writing as set forth in the pricing documents.
8.5 Late Payment
Exhibitors are liable to pay 5% interest on all overdue amounts invoiced by AMCLLC. Without prejudice to the foregoing, if any amount invoiced by AMCLLC is not received within the set payment deadline, AMCLLC will remind the defaulting Exhibitor thereof and reserves the right to terminate the Exhibitor Contract with immediate effect, if the amount invoiced has not been received in full within the payment deadline and to dispose of the Exhibition Space concerned. In such case, the defaulting Exhibitor is liable to pay AMCLLC compensation by way of liquidated damages (and not by way of penalty) in an amount set with reference to the date of termination as follows:
• 50% of the participation fee on or after November 4, 2024
• 100% of the participation fee on or after November 15, 2024
In relation to all amounts due to AMCLLC, AMCLLC must be in possession of the payment as such or of a letter from the Exhibitor‘s bank confirming that payment has been made in full to the bank account of AMCLLC latest by the time the official exhibitor installation period begins. AMCLLC shall otherwise have the right to refuse the Exhibitor access to the Exhibition Space and other premises or to clear the Exhibition Space immediately at the Exhibitor’s expense.
8.6 Final Invoice
After the end of the Show, the Exhibitor will receive the final invoice covering the additional services provided. The final invoice is payable to AMCLLC in full and without any discount upon receipt. Any justified complaints must be communicated in writing to Show Management within 24 hours after receipt of the final invoice; otherwise the final invoice will be deemed to have been accepted. AMCLLC may reject any payment if such payment was not made by the Exhibitor which has submitted the Application Form and entered into the Exhibitor Contract with AMCLLC. The Exhibitor is further advised to make payments only in the currency and to the bank account stated on the invoice to avoid AMCLLC charging the Exhibitor any additional costs and fees incurred in case of non-compliance. For all joint applications both parties are jointly and severally liable to AMCLLC for the final invoice.
8.7 Sales and Use Tax
Exhibitors who make taxable sales during the Show may be required to collect applicable sales and use tax from the purchaser at the time of sale and remit the tax collected to the appropriate governmental jurisdiction (e.g. the Florida Department of Revenue). Exhibitors are strongly advised to obtainprofessional tax advice early in order to properly comply with all applicable tax obligations.
9. Information Media
It is compulsory for every Exhibitor to include gallery information and artworks in the Application Form information media. The Exhibitor understands and agrees that AMCLLC shall not be liable for incorrect, incomplete or missing entries, or entries infringing third party’s rights for which the Exhibitor shall indemnify and hold AMCLLC and its affiliates harmless.
10. Additional Services
AMCLLC may offer additional services to exhibitors, such as technical interfaces, Exhibition Space equipment, Exhibition Space security, catering and parking for motor vehicles. The only way to order these services is with the forms provided for such purpose. These order forms and other stand information are available in the Showkit. AMCLLC does not assume or accept any responsibility for services ordered by the Exhibitor from third party suppliers, nor for any terms of agreement or contracts concluded between Exhibitors and such third-party suppliers, and Exhibitor expressly indemnifies and releases AMCLLC from any and all such liability. Exhibitor acknowledges and understands that AMCLLC will not become involved in any dispute between Exhibitor and such third-party suppliers or vendors.
11. Security and Inspection
All attendees (including, without limitation, Exhibitors) and their belongings are subject to a thorough inspection before entering and while exiting the Host Venue Hotel. The Exhibitor is responsible for maintaining order within their Exhibition Space and Exhibition Space area; shall not interfere with other Exhibition Spaces or Exhibition Spaces areas; shall not put attendees or other exhibitors in danger; and shall immediately inform Show Management and/or security services of any security concerns. AMCLLC reserves the right to inspect any Exhibition Space suspected of posing any security risk or danger to any person, and to mandate measures for security where necessary. Artworks may be removed if it is deemed dangerous or disruptive to the Show, attendees, or other Exhibitors, in the reasonable discretion of Show Management. Exhibitors must comply with all requests and instructions from the staff. Any disruptive behavior or failure to follow instructions of staff could result in removal from the Show. In this situation, the Exhibitor loses any claim to their Exhibition Space. The Exhibitor does, however, remain liable for the total costs of the fee for the Exhibition Space area and participation respectively as well as any ancillary costs that may have been incurred. The Exhibitor shall not be entitled to any indemnification, compensation or other claim against AMCLLC.
12. Installation Badges and Exhibitor Badges Installation badges and Exhibitor badges are intended solely for individuals staffing Exhibition Spaces. They are personal and nontransferable. It is prohibited to give installation badges or Exhibitor badges to art collectors, art dealers or journalists, photographers or any other individuals who are neither employees nor artists of the Exhibitor. Holders of installation badges or Exhibitor badges are not permitted to allow any non- accredited persons to enter the Exhibition Space areas, including during move-in period. In the event of failure to comply with this rule, Show Management maintains the right to withdraw the badges concerned. AMCLLC may also consider such non-compliance with this rule in deciding on admissions to future editions of the Show.
13. Acceptance and Return of Exhibition Space Area, Risk of Loss Upon initiation of the move-in process, (i) all risk of loss for the Exhibition Space and its contents passes to the Exhibitor, (ii) the Exhibitor becomes wholly responsible and strictly liable for the booth, its contents, the activities therein and its maintenance in good condition and order (including, without limitation, the carpets, floorings and walls), (iii) Exhibitor’s continued compliance with the Exhibitor Contract, including, without limitation, the Exhibition Space Design Regulations, is mandatory and non waivable, and (iv) AMCLLC hereby disclaims all liability for damaged artwork, personal injury or otherwise (including, without limitation, all claims for costs and fees incurred) resulting from Exhibitor’s failure to comply with the Exhibitor Contract, including the Exhibition Space Design Regulations and these Exhibitor Regulations, as well as all other rules and regulations related to the obligations of Exhibitor, and Exhibitor acknowledges and agrees with such disclaimer. At the time of accepting the Exhibition Space area during the Exhibitor installation period, the Exhibitor has the duty to verify its conditionand to report any defect immediately to AMCLLC. If the Exhibitor fails to do this, they will be deemed to have accepted the booth area. When the Show has ended, AMCLLC will inspect the cleared Exhibition Space area and may draw up an appropriate report. Exhibitor shall remain liable for the condition of the booth and booth area upon return.
14. Exhibition Space Design
For reasons of safety and stability the e Exhibition Space is subject to the Host Venue Hotel Fire and Safety Requirements and the Exhibition Space Design Regulations. All Exhibition Space installation devices and structures must be approved by Show Management in advance. AMCLLC retains the right not to allow installation that it deems unsafe or destructive. Among other parts of the Exhibition Space Design Regulations, particular care is required by the Exhibitors for the rules regarding Exhibition Space damage prevention. Furthermore, Show Management must be informed in the event of desired modifications to the Exhibition Space. Any such modification must be approved in writing by Show Management.
For reasons of safety and stability the Exhibition Space is subject to the Host Venue Hotel Fire and Safety Requirements and the Exhibition Space Design Regulations. All booth installation devices and structures must be approved by Show Management in advance. AMCLLC retains the right not to allow installation that it deems unsafe or destructive. Among other parts of the Exhibition Space Design Regulations, particular care is required by the Exhibitors for the rules regarding Exhibition Space damage prevention.
Furthermore, Show Management must be informed in the event of desired modifications to the Exhibition Space including but not limited to the inclusion of tables, chairs, and any other furniture unit. Any such modification must be approved in writing by Show Management.
Requirements can be found in the Application Documentation and in the Showkit, which is communicated to the Exhibitors in November. Once accepted into the Show and all initial fees are paid in full, further information will be available in the Showkit . Notwithstanding anything to the contrary herein or in the Exhibition Space Design Regulations, in the event that Show Management determines or identifies in its sole and absolute discretion that any part of an Exhibition Space or display (including, without limitation, the location of artworks within a space is potential dangerous or liable to cause injury to attendees or otherwise, Show Management may demand or require reasonable modifications or changes to ameliorate the situation.
15. Exhibition Space Operation
It is the Exhibitor’s duty to ensure that their booth is in operation without interruption throughout the whole of the Show’s advertised opening hours. In particular the Exhibitor’s Exhibition Space must be correctly equipped and staffed with senior-level personnel. Without exception, a senior-level gallery director must be present at the booth from the opening until the closure of the Show. If the Exhibitor does not abide by this regulation, Show Management shall be entitled to charge compensation from the Exhibitor by way of liquidated damages (and not as penalty) for breach of contract of up to USD 5,000. The Exhibitor agrees that such amount is a genuine pre-estimate of the damages suffered by AMCLLC. Artworks may only be presented within the Exhibition Space area. Light installations (neon displays, etc.) may not be placed on the external walls of the Exhibition Space. Audio and/or video systems must be operated with a subdued volume at all times.It is not permissible to display posters or any other form of advertising material without the prior written consent of AMCLLC. It is not permitted to put on any form of display or performance that would cause nuisance or disturbance to either the Exhibitors on neighboring Exhibition Spaces either visually, acoustically or spatially. Special Projects and Special Programs not described by Exhibitor in Application Form with specific dates, time, duration, participating artists and descriptive information are not permitted without written approval by AMCLLC of descriptive dates, time, duration, participating artists and descriptive information. Nor may performances in any way impede the circulation of the visitors. Visitors must be provided with information regarding the exhibited artworks (through a printed list of the artworks or other means). If AMCLLC deems it to be in the interests of the Show, other exhibitors, or attendees, AMCLLC may in its absolute discretion remove any thing or person from the Show premises, or exclude the Exhibitor from the Show premises. If the Exhibitor is excluded from the Show premises by AMCLLC, the Exhibitor will lose any and all claim to its booth and the Exhibitor will remain liable for the fee for the participation fee, and all costs incurred by the gallery, including but not limited to Exhibition Space costs and onsite order, and any ancillary costs that may have been incurred. The Exhibitor shall not be entitled to any indemnification, compensation or other claim against AMCLLC.
16. Maintaining Quality
Exhibitors must satisfy the quality level demanded by Show Management throughout the whole duration of the Show. Rehanging operations and any modifications made to the Exhibition Space must not be of a nature that would detract from the quality level of the Show. Re-hanging operations and cleaning work are only permitted before the Show opening hours or after closing hours. AMCLLC has the right to inspect the Exhibitors’ Exhibition Spaces at any time, including towards the end of the Show.
17. Advertising and Acquisition
17.1 General
Exhibitors may promote themselves only on their own Exhibition Space area and only on behalf of artists or artworks that have been announced for the Show. Unless the express consent of Show Management is obtained, it is prohibited to promote third parties, products or services on the Exhibition Space area or to distribute printed matter, or gifts, or to put up any kind of promotion or signage outside the Exhibitor’s own Exhibition Space area or any common areas at the Show or The Host Venue Hotel.
17.2 Sales Practices
All forms of intrusive or aggressive sales practices are prohibited. It is prohibited, in particular, to call visitors passing in the aisles, draw visitors into the Exhibition Space area, entice visitors with food and drinks, sample in the aisles, position items of Exhibition Space area inventory (tables, chairs, bar stools, etc.) outside of the confines of an Exhibitor’s own Exhibition Space area, or pressure visitors with a view of getting them to conclude a purchase. AMCLLC arranges for checks to be carried out by impartial individuals authorized by AMCLLC. Following the issuing of one written warning, AMCLLC shall have the right to demand a penalty of USD 5,000 from any Exhibitor found breaking this rule.
18. Security
Security service for the Show and the Show areas in general (but not for the Exhibition Space area as such) will be provided at AMCLLC 'sexpense during fair hours. To maintain security, a credential system is instituted, governing the entry and exit of all persons to and from the Hotel Host Venue for the duration of the Exhibitor move-in, the Show and the Exhibitor move-out. The Exhibitor recognizes that, by participating in the Show, it assumes security risks that cannot be totally eliminated by security services as provided by AMCLLC, and it may be advisable for Exhibitor to take steps to minimize susceptibility to property damage . The parties agree that AMCLLC is not liable for any loss or damage, whether direct, indirect, consequential or of any other kind. For security reasons, individual booth security for the booth must be ordered exclusively through the designated security provider at the Exhibitor‘s expense. The respective order form will be available in the Showkit.
19. Waste and Exhibit Remains
All Exhibitors are responsible for the disposal of waste created both during the setting-up and dismantling periods, as well as during the Show itself. AMCLLC organizes waste disposal. Large volumes, bulky items of waste and hazardous wastes are collected for disposal in special containers, and the costs are invoiced to the Exhibitor. For safety reasons, all aisles and other zones outside of the booth area must be kept free from waste and any other material. After the end of the move-out deadline, any waste products left behind, inside or outside the booth area, will be removed and disposed of for a fee at the Exhibitor’s expense. Exhibits or parts of exhibits left behind in the booth will be removed and may be destroyed or stored at the Exhibitor’s expense.
20. Intellectual Property Rights
20.1 Infringement of Property Rights
It is imperative for the Exhibitor to respect the legal provisions regarding the protection of intellectual property rights. Intellectual property rights include patent, trademark, design, copyright, moral right and unfair competition law. Anyone infringing the intellectual property rights of others at the Show can be brought to court and sued and prosecuted under both civil and criminal law. If either an Exhibitor or a non-Exhibitor fears that their protected rights have been infringed at the Show, they may go before the competent court and seek interim measures and obtain a ban on the presentation of particular products or services. If the complainant is already in possession of a final judgment from a U.S. court, prohibiting the Exhibitor from displaying or offering certain products or services at the Show, Show Management will instruct the infringing Exhibitor to remove such products or services immediately from his booth.
20.2 Records of Booths and Exhibits
In order to protect the rights of others, it is only permissible to create audio and/or visual records in whatever form of the booths and exhibits of other Exhibitors in halls and other premises with Show Management’s prior written consent. Close-up photographs require the express consent of the Exhibitors and visitors concerned. It is, notwithstanding, also a matter for the Exhibitor to adopt the necessary precautions for enforcing their rights and preventing the creation of undesired records. The Exhibitors shall indemnify and hold AMCLLC and its affiliates harmless from and against any and all claims, actions, proceedings, losses, liability, damages, fees, expenses and costs arising from or related to any records, including illicit records, of booths, exhibits, other Exhibitors, or any other person.
20.3 Records created by AMCLLC
AMCLLC shall have the right to arrange for audio and/or visual recordings (including photographs and video) of whatever type (including, without limitation, via use of drone or other device) to be made of booths and exhibits and to use such records for its own or general advertising, documentation and media purposes. AMCLLC shall have the right to provide sponsors and partners with such audio and/or visual recordings. The sponsor has represented to AMCLLC that it will use the photographical material only in connection with the show it supports. The sponsor acknowledges that a collecting society may charge a fee for the reproduction of the photographical material. The Exhibitor shall not in any way challenge AMCLLC's ownership of such recordings or AMCLLC's right to create, have created, or use such recordings, including, without limitation, under copyright, personality right, or other right, all of which are hereby waived by the Exhibitor. To the extent that any persons associated with an Exhibitor speak or participate in any speaking engagements related to the Show while at the Host Venue Hotel or any other official Show space, the Exhibitor, on behalf of such person, hereby grants ownership of such recordings to AMCLLC , or in the alternative hereby grants a permanent world-wide, royalty free and transferable license to AMCLLC for the use of such recordings, and hereby indemnifies AMCLLC for the use of such recordings in any capacity.
20.4 Records of Exhibition Spaces created by Exhibitors
Any Exhibitor who wants to create records of their own booth themselves or through their own staff will be given a permit to do so, free of charge, upon presentation of the Exhibitor badge. This does not constitute a general permit to create records. It is valid solely for the Exhibitor’s own Exhibition Space area. Commercial photography and all forms of reproduction by the Exhibitor are only allowed with a special photographer’s permit obtained from Show Management. In liaison with the Exhibitors concerned, Show Management shall have the right to issue a general prohibition on creating and reproducing records in particular areas. The Exhibitor may engage any photographer to take photographs of the Exhibitor’s Exhibition Space area on the condition that: (i) no rights or property of any third party and AMCLLC is infringed or violated, (ii) such Exhibitor is solely liable and responsible for such engagement and any results (including, without limitation, any damages, tort and legal violation) arising from or in connection with such engagement or any performance thereunder, or any breach thereof, and (iii) AMCLLC is not, and shall be deemed not to be, a party to such engagement, and such Exhibitor shall indemnify and hold AMCLLC and its affiliates harmless from and against any and all claims, actions, proceedings, losses, liability, damages, fees, expenses, and costs arising from or related to any such engagement, any result thereof, performance thereunder, breach thereof, and tort and legal violation related thereto. Each Exhibitor shall notify AMCLLC promptly in writing of any engagement of any photographer. Note that drone photography or video is only permitted with Show Management’s prior written consent, in its sole and absolute discretion, the consent of the Host Venue Hotel and in compliance with the rules of the facility and applicable law.
20.5 Authenticity of Artworks; Authority
The Exhibitor hereby warrants, represents and guarantees the authenticity and legal provenance of all artworks presented or made available by such Exhibitor at or through the Show and hereby indemnifies and holds AMCLLC harmless from any claims, actions, proceedings, losses, liability, damages, fees, expenses and costs arising from or related to such authenticity. The undersigned gallery represents and warrants that the artists (i) are aware of this application; (ii) has agreed to the display the artworks at the show; and (iii) agrees that the artworks may be used or reproduced in the manner as set forth in the Exhibition Regulations or other related documents. The Exhibitor represents and warrants toAMCLLC that it will show only artworks that the Exhibitor owns or is duly authorized by the owner of the artwork to offer and sell in its own name and for account of the owner and at the price the owner of the artworks has approved. Upon request of AMCLLC the Exhibitor shall provide reasonable evidence regarding this. AMCLLC will treat any information submitted to it upon such request as confidential. If the Exhibitor is in breach of this paragraph, AMCLLC may exclude the Exhibitor from the Show with immediate effect. In such case, any claims the Exhibitor may have, including but not limited to, claims for damages and reimbursement of expenses which the Exhibitor has already incurred shall be, and hereby are, released, waived and forever discharged. The Exhibitor hereby indemnifies and holds AMCLLC and its affiliates harmless from and against any and all claims, actions, proceedings, losses, liability, damages, fees, expenses and costs arising from or related to any claims from the artists, owners and consignors.
20.6 Reproduction of Artworks
The Exhibitor hereby grants AMCLLC the permanent, worldwide and royalty free right to reproduce, display, and use, without charge, images of artworks, or parts thereof, provided by the Exhibitor in connection with the Show, in any medium (online or print) provided by AMCLLC and its affiliates, including in any websites, announcements, posters, signage, and others. The Exhibitors shall indemnify and hold AMCLLC and its affiliates harmless from and against any and all claims, actions, proceedings, losses, liability, damages, fees, expenses and costs arising from or related to any such reproduction, display, or use of any such images or part thereof, including, without limitation, any license or reproduction fees for the use of those images.
20.7 Reservation of AMCLLC Property
AMCLLC reserves all of its intellectual property rights of any kind. AMCLLC does not, and shall not be deemed to, assign,transfer, or license any intellectual property right to any Exhibitor or third party under or in connection with these regulations, the Show, or otherwise.
20.8 Unauthorized Commercial Activity
The Exhibitor may not conduct any other commercial activity while at the Show, or engage in any activity (virtual or otherwise) that infringes, directly or indirectly, AMCLLC's intellectual property and may not participate in any unauthorized “Feria Clandestina” events (virtual or otherwise) in violation of these Exhibition Regulations, the penalty for which may result in removal.
21. Legal Compliance
The Exhibitor must comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, labor laws and statutes governing forgery of artworks and provenance, dealing with stolen, looted, embezzled or forged artworks, forgery of documents, fraud, money-laundering, misappropriation and illegal import and export of cultural property. Furthermore, the Exhibitor must also comply with all regulations, advisories and guidance from relevant departments and agencies, including, without limitation, guidance from the US Treasury Department regarding dealing with sanctioned persons and compliance with the Office of Foreign Assets Control (OFAC), including those named on OFAC’s Specially Designated and Blocked Persons List (the OFAC search can be found at sanctionssearch.ofac.treas.gov). Notwithstanding anything to the contrary, nothing in these Exhibitor Regulations, the Exhibitor Contract, the online Showkit or any other writings or materials made available to the Exhibitor by or through AMCLLC shall constitute legal or tax advice, and Exhibitor hereby acknowledges and agrees with such disclaimer. Each Exhibitor is urged to obtain its own legal and tax advisors or specialty advisors in areas of expertise addressed herein.
Show Management shall have the right to refuse admission to the Show, revoke an admission already granted, or expel the Exhibitor from an ongoing Show, if the Exhibitor has been convicted by a court decision of having violated applicable laws, or if Show Management, based on the Legal Compliance Panel’s recommendation and based on its own judgement concerning the best interest of the Show, its exhibitors and the art market, find that the Exhibitor, in conducting professional art-trade activities, is involved in potential criminal conduct or is otherwise not in compliance with laws, rules and regulations and/or these Exhibition Regulations. The procedure in case of perceived criminal conduct by exhibitors is subject to the provisions of the Show’s Art Market Principles and Best Practices guidelines.
22. Release and Indemnification
As a material inducement to AMCLLC considering Exhibitor’s application and, if warranted, approval and confirmation, Exhibitor, its officers, directors, managers, employees, consultants, agents, attorneys, shareholders, predecessors, subsidiaries, divisions, successors and assigns, and any corporations, limited liability companies, partnerships, or other entities owned or controlled by Exhibitor, whether directly or indirectly (and any officers, directors, managers, employees, consultants, agents, attorneys, shareholders, predecessors, successors and assigns of such entities), and any party claiming by, through, for, or in concert with, the parties listed herein (hereinafter referred to collectively as the ‘Exhibitor Parties’), hereby irrevocably and unconditionally releases, acquits and forever discharges Feria Clandestina, and Art Market Consulting Llc. and their respective officers, directors, managers, employees, consultants, agents, attorneys, shareholders, predecessors, parents, subsidiaries, affiliates, divisions, successors and assigns, contractors and subcontractors and any party claiming by, through or for them (hereinafter referred to as the ‘Released Parties’), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, nature, whether absolute or losses, expenses and contractual obligations of whatever kind or contingent, direct or indirect, in law or in equity, fully accrued or not fully accrued, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever, including, without limitation, any claims related to Exhibitor’s or Exhibitor Parties‘ participation in and at the Show (collectively,‘Claims’) brought by any of the Exhibitor Parties or that any of the Exhibitor Parties currently have, can, shall or may have, from the date of the application through and including participation at the Show (including without limitation, the post-Show period, including Exhibition Space area break-down and departure). The listing of claims waived in this section is intended to be illustrative and not exhaustive.
Exhibitor hereby agrees to indemnify, defend and hold harmless the Released Parties, from and against any Claims, including, without limitation, any harm, loss, damage or injury, including but not limited to suffering, death or property loss that may be sustained by the Exhibitor, Exhibitor Parties, sponsors, vendors or other third parties at or for the Show, whether caused by the Exhibitor’s action or negligence or the action or negligence of Released Parties or third parties in connection with the Show. The indemnification provided by the Exhibitor herein specifically includes reasonable fees and costs arising in connection with the defense of such Claims including any payment in settlement of claims determined in AMCLLC’s reasonable determination. This Section, including, without limitation, the indemnification and release contained herein, shall expressly survive termination or expiration of the Exhibitor Contract and/or any individual show.The Exhibitor promises not to institute or have instituted on its behalf any lawsuit, arbitration or other proceeding against the Released Parties based upon any Claim that it is waiving or indemnifying for herein.
The Exhibitor hereto agrees that he or it has consulted with its attorneys and advisors before submitting its application. Exhibitor has read, understood and fully considered this release and indemnification and is desirous of entering into such release and indemnification. Exhibitor freely and knowingly, and after due consideration, enters into this release and indemnification intending to waive and release all claims it has or might have against AMCLLC and the released parties. AMCLLC, Show Management, any of their employees, advisors, representatives and agents shall not be liable to any person for any act or omission in connection with their activities described in the Show’s Exhibition Regulations, and in the Show’s Art Market Principles and Best Practices guidelines.
24. Insurances
It is compulsory for all Exhibitors to take out and maintain an ‘all risks’ property and transport (cargo and/or inland transit) insurance in an amount at all times at least equal to the full retail value of all property (including Exhibition Space equipment) and inventory (including exhibits) stored or placed in the Exhibitor’s Exhibition Space or at the Show premises at any given time, to cover against damage and loss during the Show and during transport to and from the Show. Additionally, the Exhibitor must carry third party liability insurance, on an occurrence basis to protect against liability claims for bodily injury and property damage, as well as claims concerning other personal injuries. Each such policy obtained by the Exhibitor shall name Art Markect Consulting llc as an additional insured and the Exhibitor shall use its best efforts to obtain a certificate from each such insurance providing company that states something substantially similar to the following: ‘Art Market Consulting llc is an additional insured with respect to liability arising out of or relating to activities performed by, or on behalf of the policy holder.’
The insurance policy and certificate shall include a waiver of subrogation as to the additional insured parties. AMCLLC shall not be liable for any loss incurred by reason of the failure of the Exhibitor to obtain such insurance, the failure of such insurance to cover its loss, or any other loss in connection with the exhibition. In the event that loss or damage is caused to the Exhibitor by an act of AMCLLC or its servants and agents (regardless of whether intentional, grossly negligent or otherwise), the Exhibitor must first seek to recover from such insurance policies as required herein, any additional insurance policies held by the Exhibitor and/or all other relevant or responsible parties (including partially responsible parties) relating to the subject matter of a claim. This requirement shall not be considered a waiver of the release and indemnification obligations of Exhibitor agreed to herein.
To the extent that the Exhibitor display includes an approved performative component (regardless of whether inside or outside of a Exhibition Space area), the insurance set forth herein shall cover such performance as well as any and all performers, regardless of whether employees or affiliates of Exhibitor. All risks or potential safety hazards need to be brought to the attention of Show Management in the Risk Assessment form within the Showkit and needs to be completed by the deadlines listed on the form. In the event that the performance includes public participation, a waiver and release (approved in advance by AMCLLC, in its sole and absolute discretion) may be required.
25. Reservation of Rights
25.1 Right to Cancel or Modify due to a Significant Reason AMCLLC reserves the right to modify the operations of or any term or provision relating to the Show due to a Significant Reason (as defined hereinafter) and it may take measures, including but not limited to changing the opening hours, relocating the Show or parts thereof, closing temporarily, shortening the performance time, closing prematurely, and postponing or cancelling the Showl, etc.
For the purposes of these Feria Clandestina Exhibition Regulations, the term ‘Significant Reason’ means (i) sufficient actual indications that the planned performance of the Show could lead to a concrete danger to life and limb or to assets of considerable value; or (ii) official orders or recommendations or other reasons beyond the reasonable control of AMCLLC, including but not limited to any events of Force Majeure (as hereinafter defined), that make the undisturbed performance of Feria Clandestina impossible or directly impacts the ability of a party hereto to perform, including hindering performance, making performance substantially more onerous or unduly burdensome, or endangers or impairs Feria Clandestina in such a way that the purpose of the Show (for either Exhibitors, visitors or the Show) could not be achieved or could be achieved only with significant restrictions.
For the purposes of these Feria Clandestina Exhibition Regulations and the Exhibitor Contract, the term ‘Force Majeure’ shall mean flood or washout, riot, insurrection, fire or casualty, civil disturbance, explosion, threats of bombs or similar interruptions, earthquake, tropical storm, hurricane or other weather interruption, strike, explosion, war or warlike action, act of God, act of terror or terrorist threat, nuclear reaction, radioactive contamination, accidents, quarantine, travel ban or blockade, epidemic, pandemic or disease outbreak (including, but not limited to, the Zika virus and the COVID-19 virus), other health nuisance, any laws, rules and regulations of a governmental or quasigovernmental entity, incidents resulting in a declaration of emergency at the national, state or local level impacting the ability of a party hereto to perform, or any other force or cause of the kind herein enumerated or otherwise, that are beyond the reasonable control of the party claiming the protection of this Section. If any Force Majeure condition occurs, the party whose performance fails or is substantially delayed or affected because of such Force Majeure condition shall give immediate notice to the other party, and the protection of this Section shall only begin upon receipt of such notice. AMCLLC and the Exhibitor agree and acknowledge that entering into the Exhibitor Contract while an event of Force Majeure is existing or foreseeable, is not an affirmative waiver of such party’s right to subsequently declare an event of Force Majeure for substantially the same or other reasons and causes.
Legal Consequences of Modifications due to a Significant Reason
If AMCLLC cancels Feria Clandestina before its official opening date for reasons set forth in Section 25.1, the Exhibitor must share the costs and expenses that AMCLLC has incurred through the date of cancellation. The Exhibitor’s contribution to such costs and expenses shall amount to 25% of the Exhibitor’s Exhibition Space rental fee set forth in the Exhibitor Contract by taking into account the Exhibition Space area size as set out in the selection sent to the Exhibitor (without ancillary expenses, taxes etc.) for the Show, to be retained by AMCLLC or promptly paid by the Exhibitor, or a combination thereof. From the time the Exhibitor receives AMCLLC’s notice of cancellation of Feria Clandestina, AMCLLC and the Exhibitor each is exempt from the contractual obligations related to that particular show, other than as may be set forth herein (and exclusive of general obligations between AMCLLC and the Exhibitor contained in the Exhibitor Contract and these Show Exhibition Regulations, which shall survive termination of any individual show). Any claims the Exhibitor may have against AMCLLC, including but not limited to claims for damages and reimbursement of expenses which the Exhibitor has already incurred in connection with AMCLLC (e.g., for travel costs, hotel bookings, etc.) shall be, and hereby are, released, waived and forever discharged.
If Feria Clandestina is rescheduled, relocated or materially adapted in another manner before its official opening date (e.g., less exhibition dates, meaningful changes to opening and closing hours, etc.) for reasons set forth in Section 25.1, AMCLLC shall inform the Exhibitor about such changes. In such event, AMCLLC shall not be in breach of the Exhibitor Contract by virtue of any change to Feria Clandestina in accordance with this Section 25.2. The Agreement shall remain in full force with the adaptions and their effects (as communicated to the Exhibitor) as amendments thereto, so long as the Exhibitor does not object in writing within two calendar days after receiving the information about the adaptions. If the Exhibitor timely objects within the afore-mentioned deadline, then it remains liable for a contribution to AMCLLC’s upfront costs of Feria Clandestina in the amount of 25% of the Exhibitor’s booth rental fee set forth in the Exhibitor Contract by taking into account the Exhibition Space size as set out in the selection sent to the Exhibitor (without ancillary expenses, taxes etc.), for that particular show, to be retained by AMCLLC or promptly paid by the Exhibitor, or a combination thereof. At the time of receipt of the Exhibitor’s declaration of objection, AMCLLC is exempt from the contractual obligation to perform. In the event of changes pursuant to this paragraph, any claims the Exhibitor may have against AMCLLC, including but not limited to claims for damages and reimbursement of expenses which the Exhibitor has already incurred in connection with the Show (e.g., for travel costs, hotel bookings etc.) shall be, and hereby are, released, waived and forever discharged. The Exhibitor must accept and has no right of withdrawal or termination if Feria Clandestina is adapted or changes are made once Feria Clandestina has officially opened, including but not limited to closing prematurely, shortening the performance time, temporary interruption, partial closure, late opening, etc. The Exhibitor remains liable under the Exhibitor Contract in general and in particular for payment of the full Exhibitor booth rental fee. In the event of changes pursuant to this paragraph, any claims the Exhibitor may have against AMCLLC, including but not limited to claims for damages and reimbursement of expenses which the Exhibitor has already incurred in connection with Feria Clandestina (e.g., for travel costs, hotel bookings etc.) shall be, and hereby are, released, waived and forever discharged.
25.2 Cancellation for Other Reasons
In addition, AMCLLC may cancel Feria Clandestina for a reason other than mentioned in Section 25.1, including but not limited to if the economic viability of the Show is not achievable or the registration status of the exhibitors reveals that the proposed industry overview of the Show is not ensured, the number of exhibitors is insufficient, etc. (hereinafter all together ‘Cancellation for Other Reason’), and such Cancellation for Other Reason is determined by AMCLLC in its sole discretion. In the event of a Cancellation for Other Reason, AMCLLC shall reimburse the Exhibitor for any portion of payments made to AMCLLC insofar as the corresponding AMCLLC services have not yet been rendered to the Exhibitor at the time of cancellation. From the time the Exhibitor receives AMCLLC’s notice of Cancellation for Other Reason, AMCLLC and the Exhibitor each is exempt from the contractual obligations related to that particular show, other than as may be set forth herein (and exclusive of general obligations between the Host Venue Hotel and the Exhibitor contained in the Exhibitor Contract and these Show Exhibition Regulations , which shall survive termination of any individual show). Any claims the Exhibitor may have against AMCLLC, including but not limited to claims for damages and reimbursement of expenses which the Exhibitor has already incurred in connection with Feria Clandestina (e.g., for travel costs, hotel bookings etc.) shall be, and hereby are, released, waived and forever discharged.
26. Construction Work
The Exhibitors shall tolerate any demolition, erection, construction, alteration, renovation or repair work performed in the Host Venue Hotel's halls and other premises and surroundings of these premises by the Host Venue Hotel or any neighboring party and any noise, dust, vibration resulting from such work without being able to claim compensation from AMCLLC.
27. General
Exhibitors contravening AMCLLC’s regulations, or Exhibitors whose behavior at the Show gives rise to justified complaints from visitors, other Exhibitors or Show Management may be excluded from the Show by Show Management with immediate effect and refused admission to future editions of the Show. They shall be liable for the entire costs of their Exhibition Space area, and for any ancillary costs incurred. Furthermore, AMCLLC and Show Management may immediately terminate the Exhibitor’s participation in the Show and all agreements, rights and obligations with regard to the Exhibitor upon any of the following:
• Exhibitor’s material breach of the Show’s Exhibition Regulations, the Exhibition Space Design Regulations, the Host Venue Hotel and Safety Regulations, the Limitation of Liability and Responsibility or the online Showkit, including, without limitation, repeated failures to abide by deadlines set forth
therein or elsewhere in the application;
• Exhibitor makes a declaration, voluntarily or otherwise, of bankruptcy, insolvency or such similar financial distress, or makes an assignment for the benefit of creditors; or Exhibitor or its employees, contractors or affiliates commits any act or becomes involved in a situation which, in the reasonable discretion of AMCLLC (i) brings AMCLLC or the Show into public disrepute, contempt, scandal or ridicule, offends public opinion or the sensibilities of any substantial class or group, (ii) violates public morality or decency, or (iii) is accused of committing any crime of any type (including financial crimes or crimes involving moral turpitude), other than traffic offenses that do not result in property damage or personal injury.
If any one provision of the Show’s Exhibition Regulations is found to be invalid, that will not have the effect of rendering any other provisions invalid. All oral agreements, individual authorizations and special arrangements are invalid unless confirmed by AMCLLC in writing. Notwithstanding anything to the contrary, the Exhibition Regulations remains subject to change by Show Management.
28. Governing Law and Jurisdiction
The Show’s Exhibition Regulations shall be governed, construed, and enforced exclusively in accordance with the laws of the State of Florida, without regard to any conflicts of law provisions that would result in the application of the law of any other jurisdiction. Any dispute arising under or related to these Exhibition Regulations, including without limitation, the arbitrability of such dispute, shall be resolved exclusively by binding arbitration in Miami-Dade, Florida under the rules of the American Arbitration Association. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. EXHIBITOR WAIVES ANY RIGHT TO HAVE ITS CASE DECIDED BY A JURY AND WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST AMCLLC. An award or decision rendered by the arbitrator(s) shall be final, binding and conclusive and judgment may be entered upon such award by any court. The prevailing party, as determined by the arbitrator(s), shall be entitled to the recovery of reasonable attorneys’ fees and the costs
of arbitration. Exhibitor voluntarily, knowingly and intentionally waives any right he/she, it or its affiliates may have to a trial by jury of any matter arising under or in connection with the show, including, without limitation, these Exhibition Regulations or AMCLLC’s consideration of Exhibitor’s application, and if warranted, approval and confirmation.
29. Agreement binding upon Successors
The provisions herein shall be binding upon and shall inure to the benefit of AMCLLC and the Exhibitor, their heirs, administrators, successors, and assigns. The provisions herein shall be binding upon and shall inure to the benefit of AMCLLC and the Exhibitor, their heirs, administrators, successors, and assigns.
30. Waiver
No waiver by either AMCLLC or the Exhibitor of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of the Show’s Exhibition Regulations or Exhibitor Contract. No waiver shall be effective unless in writing and executed by the party to be charged with such waiver. No waiver shall be deemed a continuing waiver in respect of any subsequent breach or default, whether of similar or dissimilar nature, unless expressly so stated in writing.
31. Severability
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Show’s Exhibition Regulations.
32. No Joint Venture
Nothing contained herein shall constitute this arrangement to be an employment, a joint venture or a partnership between AMCLLC and the Exhibitor.
33. Assignability
The Exhibitor Contract with AMCLLC and any rights or obligations thereunder or hereunder may be assigned by AMCLLC to its duly appointed representative. The Exhibitor may not assign the Exhibitor Contract with AMCLLC or any rights or obligations thereunder or hereunder without prior written consent, which such consent may be withheld in AMCLLC's sole and absolute discretion.
34. Non-Disparagement
Exhibitor covenants and agrees that it shall not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or good will of AMCLLC, its management, or of management of corporations affiliated with AMCLLC. Notwithstanding the foregoing, nothing shall preclude Exhibitor from making truthful statements that are required by applicable law, regulation or legal process.
35. Integration
The Show’s Exhibition Regulations are binding upon the Exhibitor, and revoke and supersede all prior regulations and agreements between AMCLLC and the Exhibitor. The Show’s Exhibition Regulations shall take precedence over any other documents whichmay be in conflict with these regulations.
Art Market Consulting llc
Show Management February,
2024
382 NE 191st St PMB 728610 Miami, Florida 33179-3899 US www.clandestina.art