Exhibitor/Vendor Agreement (Terms and Conditions)

THIS AGREEMENT, entered into by and between SMC Full Circle Doula Birth Companion Training LLC, hereinafter referred to as “SMC”, you individually, and your company/organization that you represent, hereinafter referred to as the “Exhibitor/Vendor”.

WHEREAS, SMC is organizing the SMC Doula Conference (“Conference”) to be held from September 8 to September 10, 2023 at the DoubleTree by Hilton Hotel in Portland, Oregon;

WHEREAS, the Exhibitor/Vendor desires to have a booth at the Conference;

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein, the parties agree as follows:

1. Booth Space and Set-Up: SMC agrees to provide the Exhibitor/Vendor with a table and two (2) chairs at the Conference. The Exhibitor/Vendor may set up their booth 1 hour before the start of the Conference and breakdown must be completed 1 hour after the end of the Conference.

2. Insurance: The Exhibitor/Vendor shall, at its own expense, secure and maintain through the term of this Agreement, inclusive of set up and breakdown times, comprehensive general liability insurance with a policy limit of at least $ 1,000,000. SMC must be named as an additional insured under this policy. Proof of such insurance must be provided to SMC at least 30 days prior to the start of the Conference.

3. Indemnification: The Exhibitor/Vendor agrees to indemnify, defend and hold harmless SMC, its officers, employees, and agents from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney’s fees that SMC may incur or suffer, which arise from, result from, or are related to any breach or failure of Exhibitor/Vendor to perform any of the representations, warranties, and agreements in this Agreement.

4. Limitation of Liability: Under no circumstances shall SMC, its officers, employees, or agents be liable to the Exhibitor/Vendor for indirect, incidental, consequential, special, or exemplary damages (even if advised of the possibility of such damages), arising from breach of this Agreement, such as, but not limited to, loss of revenue or anticipated profits or loss of business.

5. Approval of Exhibitor/Vendor: SMC reserves the right to accept or reject any prospective Exhibitor/Vendor at its sole discretion.

6. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon.

7. Exhibition Costs: The Exhibitor/Vendor will be solely responsible for all costs associated with the setup, breakdown, and cleaning of their booth. This includes, but is not limited to, the cost of any equipment rental, transportation, installation and removal of exhibit items, and any costs related to restoring the booth area to its original condition following the conclusion of the event.

8. Damages: The Exhibitor/Vendor is responsible for any and all damages caused to the event premises or provided equipment during the setup, event, and breakdown periods.

9. Non-Endorsement: The inclusion of the Exhibitor/Vendor in the Conference does not constitute an endorsement by SMC of the Exhibitor/Vendor’s products, services, or information. The Exhibitor/Vendor shall not state or imply that their participation in the Conference constitutes such an endorsement.

10. Third Party Beneficiary: The parties expressly acknowledge that this Agreement is not intended to benefit any person or entity not a party to this Agreement, and that the consideration provided by each party hereunder is solely for the benefit of the parties hereto.

11. Entire Agreement: This Agreement contains the entire understanding and agreement of the parties, and there have been no promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature hereafter binding except as set forth herein. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means.

12. Cancellation and Rescheduling: SMC reserves the right to cancel or reschedule the Conference, or Exhibitor/Vendor’s participation therein, at any time for any reason at its sole discretion. In such an event, SMC will not be liable for any costs, damages, fees, or expenses incurred by Exhibitor/Vendor as a result of such cancellation or rescheduling.

13. Respectful and Inclusive Conduct: Exhibitor/Vendor agrees to conduct themselves in a respectful and inclusive manner at all times during the Conference. Exhibitor/Vendor’s exhibits and presentations must align with the aims and mission of the Conference. Any violation of this clause may result in immediate termination of this Agreement and expulsion from the Conference at SMC’s sole discretion, with no liability to SMC.

14. Force Majeure: Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party.

15. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary, the parties will agree to renegotiate in good faith any such invalid, illegal, or unenforceable provision to make it valid, legal and enforceable while preserving its original intent or to the greatest extent possible.

16. Reservation of Rights: SMC reserves the right, at its sole discretion, to alter, amend, modify or rescind any term of this Agreement at any time, with or without notice to Exhibitor/Vendor. Continued participation in the Conference by Exhibitor/Vendor following any such change constitutes Exhibitor/Vendor’s acceptance of the change.