Terms and Conditions for NRF Retail Converge Marketplace Listing Application and Contract (“Contract”) 

 
The Company named in this Contract (“Exhibitor”) hereby agrees to make payment to National Retail Federation (“NRF”) as stated herein, for good, sufficient and valuable consideration, for the ability to  promote and demonstrate products and/or services as part of and in connection with the virtual-experience NRF Retail Converge event (“Conference”).  The document alone does not constitute an offer; only upon written confirmation invoice from will this become binding upon NRF.  
Grant of License:  Exhibitor hereby grants NRF with a non-exclusive, nontransferable, worldwide, royalty-free license to use and display its name, trademarks, service marks, copyrighted materials, videos, and logos (“Licensed Property”) for listings, signage, and other purposes in furtherance of this Contract. 
Confidential Information: NRF and Exhibitor agree not to use or to disclose at any time any nonpublic information of the other that is labeled or identified in writing as confidential or that the receiving party knows or reasonably should know is confidential except as may be authorized in writing by the other, if made public through no fault of the receiving party, as may be independently developed by the receiving party, or as may be required to be disclosed to government authority by formal order or request.
Term and Termination: The Contract term begins as of the date NRF formally accepts this Contract by providing written confirmation of acceptance, and the term continues through June 25, 2021 (“Term”).  Exhibitor may terminate this Contract only for material breach of this Contract by NRF with thirty days prior, written notice if such breach is not cured during this thirty-day period.  Otherwise, Exhibitor may not terminate this Contract for any reason except in accordance with the cancellation terms herein.  NRF may terminate this Contract with or without cause with prior, written notice transmitted by commercial delivery service, or email to Exhibitor and without liability.  Should NRF terminate this Contract without cause (“without cause” meaning for reasons other than force majeure, material breach by Exhibitor, etc.), it will refund all amounts paid hereunder by Exhibitor for the Listing.  Termination will not relieve Exhibitor of any obligations that accrue prior to the effective date of termination.  Exhibitor acknowledges and agrees that the promotion of Exhibitor in the on the NRF website and elsewhere as described in this Contract may  continue after termination of the Contract if termination becomes effective after NRF has published or printed such material and the license granted will be extended in such instance.  Upon termination, Exhibitor agrees to return to NRF tangible versions of and/or to destroy any and all digital versions of any registrant lists, attendee lists, and other materials that may be provided by NRF hereunder and to have an officer certify such return and destruction in writing.  
Outstanding Balance:  Exhibitor acknowledges and agrees that during the Term it will remain current with and timely pay all amounts owed hereunder as well as any amounts owed to NRF and NRF Foundation for products and services including, but not limited to, membership dues and sponsorship fees.  In addition to its other available remedies, NRF reserves the right to terminate this Contract (in other words, refuse Exhibitor access to and participation in the Conference, and refuse inclusion in the Conference website and other media, if applicable) if Exhibitor owes any outstanding amounts to NRF and/or NRF Foundation or if Exhibitor breaches any provision of this Contract including, but not limited to, the payment obligations of this Contract.  If any payment due under this Contract is not made when due, Exhibitor will be assessed and agrees to pay a late charge equal to 1-1/2 percent interest, or if less, the maximum percentage allowed by applicable law on the unpaid amount for each month that payment is past due.  In addition, Exhibitor agrees to be responsible for all costs of collection including, but not limited to, attorneys’ fees, for any past due balances.
Total Cost: The fees are $3,500.00 for NRF members and $4,000.00 for nonmembers The fee for the additional optional branding package is $250.00.  
Payment Schedule: 100% of the Total Cost, including the branding package if applicable, is due with Contract.
Cancellation of Contract: All requests to cancel this Contract must be made in writing. See Liquidated Damages section below for fees associated with cancellation.  Registration and attendee lists and all copies of such items must be deleted if in electronic form with written certification from an officer of Exhibitor as a precondition, at NRF’s sole discretion, of NRF’s acceptance of cancellation.  In the event that Exhibitor enters into separate agreement(s) with NRF for Conference sponsorship(s), Exhibitor hereby acknowledges and agrees that if it later attempts to cancel this Contract and if NRF accepts such cancellation under the terms of this Contract, all separate agreements for Conference sponsorship(s) between NRF and Exhibitor will terminate and all cancellation fees set forth in this Contract and the fees in each separate executed sponsorship agreement(s) shall be due to NRF immediately.
Badge Allotment:  Exhibitor will receive 1 full conference pass and 5 expo only passes.
Lists:  If NRF provides Exhibitor with any list(s) of Conference registrants and/or attendees, Exhibitor acknowledges and agrees that such lists and their contents are trade secrets and proprietary and confidential data owned exclusively by NRF, and nothing herein shall be construed to transfer such ownership.  NRF hereby grants Exhibitor with a limited, revocable, nonexclusive, royalty-free, non-transferable license to use the list (if applicable) one-time for the sole purpose of notifying the Conference registrants and/or attendees of Exhibitor’s participation in the Conference as described in this Contract.  Exhibitor acknowledges and agrees that any other use of the list(s) by Exhibitor will constitute material breach of this Contract and may result in no access to attendee lists in future years at NRF’s discretion.  NRF may monitor list usage.  All uses of attendee and registrant information by Exhibitor, its employees, subcontractors, representatives and agents are the sole responsibility of Exhibitor.  Exhibitor agrees that any use of personal information of Conference registrants and attendees is subject to applicable laws, and Exhibitor hereby warrants and represents that it will comply with all applicable laws including, but not limited to, the General Data Protection Regulation.
Assignment: Exhibitor shall not assign its rights or obligations hereunder unless prior approval has been obtained in writing from NRF.  Any attempted assignment made in violation of this provision is voidable at NRF’s sole option.  This Contract is binding upon the successors and permitted assigns of Exhibitor.
Compliance with Laws and Exhibitor Virtual Professionalism Requirements: Exhibitor represents and warrants that it will adhere to and comply with all applicable federal, state, city and other local and jurisdictional laws, regulations and rules in effect during the Term of this Contract.  Exhibitor agrees to maintain professional behavior and atmosphere at all times during the Conference. NRF reserves the right to remove any person from the virtual Conference whose conduct is objectionable, disorderly, disruptive, or in violation of any law or guideline. Refunds will not be given for removal of Exhibitor’s representative from the Conference for conduct that violates the terms of this Contract.  
Listing:  In exchange for the payment of the Total Cost, NRF will provide Exhibitor with a standard listing on the NRF event website, marketplace listing, one-time use of post-Conference attendee list for postal mailing, and data of attendees visiting Exhibitor’s listing and/or assets.  
 NRF reserves the right to approve and to reject, at its sole discretion, presentations, videos, white papers, documents/collateral uploaded into or used in connection with the Listing, as well as promotional material for the Listing, NRF Conference website, the Conference and other media.  It is Exhibitor’s sole responsibility to secure all rights to use any third-party article or intellectual property.  Any rejected materials and presentations must be removed immediately upon notice from NRF. 
Conference Changes:  NRF reserves the right to change the Conference dates or hours in its sole discretion.  Should NRF cancel the Conference, NRF may terminate this Contract without liability with notice to Exhibitor except as otherwise stated specifically herein.  
No Endorsement:  Except as expressly stated by NRF in writing, Exhibitor acknowledges that NRF does not endorse its product(s) or service(s) agrees that it will not directly or indirectly represent that NRF has or will make such an endorsement.
Warranties:  Exhibitor warrants and represents that it is the sole owner of and with all right, title, and interest in and to the Licensed Property or that it has a valid license to the Licensed Property provided to NRF hereunder and rights to license it to NRF for the purpose contemplated herein.  Furthermore, Exhibitor warrants and represents that such license to NRF does not and will not violate or infringe the rights of any third parties.
Disclaimer and Limitation of Liability: EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, NRF DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, FITNESS FOR ANY PURPOSE, OR OF THE CONDITION OR QUALITY OF THE LISTING, THE NRF WEBSITE, THE CONFERENCE, AND SERVICES PROVIDED BY NRF HEREUNDER.  IN NO EVENT, EXCEPT AS REQUIRED BY APPLICABLE LAW, SHALL NRF, NRF FOUNDATION OR THEIR BOARDS OF DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, ASSIGNEES, OR SUCCESSORS BE LIABLE FOR THE PAYMENT OF ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS REGARDLESS OF THE BASIS OF THE CLAIM AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNLESS RESTRICTED BY APPLICABLE LAW, IN NO EVENT WILL NRF BE RESPONSIBLE TO EXHIBITOR HEREUNDER FOR ANY AMOUNTS EXCEEDING THE TOTAL COST.
Liquidated Damages.  Cancellation - For cancellation by Exhibitor, the cancellation fee is 100% of the Total Cost.  The parties acknowledge and agree that cancellation of the Listing, including any optional branding package, by Exhibitor will result in substantial harm and hardship to NRF that is difficult to ascertain at the time that the parties enter into this Contract.  Therefore, the parties agree that any cancellation fee constitutes liquidated damages and not penalties and that these amounts are a fair and reasonable provision for NRF’s damages in the event of Listing cancellation by Exhibitor regardless of whether the Listing, including any optional branding package, is resold.  NRF does not waive any of its available remedies.  
Indemnification: Exhibitor shall indemnify, hold harmless and defend NRF, its current and future directors, officers, agents, employees, subsidiaries, affiliates, assignees, and successors (“Indemnities”) from and against all third-party losses, claims, liabilities, damages, actions, expenses and judgments recovered from or asserted against the Indemnities, or any one of them, arising out of this Contract including, without limitation, attorneys’ fees and litigation and arbitration expenses for:  (1) any loss of, through theft or otherwise, or damage to property resulting from acts or omissions of Exhibitor or Exhibitor’s officers, employees, contractors, invitees or agents, (2) NRF’s use, in accordance with the terms of this Contract, of any Licensed Property, equipment, devices, and processes furnished by Exhibitor, (3) any infringement or alleged infringement of third-party intellectual property rights in connection with the Licensed Property or other intellectual property used or provided by Exhibitor, its employees, agents, contractor or other personnel hereunder, (4) breach or unauthorized use of attendee information under Exhibitor’s direct or indirect control, and/or (5) Exhibitor’s breach of any term or obligation of this Contract.  Such indemnification shall not be effective to the extent that damage or injury results from the sole gross negligence of any of the Indemnities.
Survival: The following provisions shall survive the term of this Contract:  Confidential Information, Term and Termination, Outstanding Balance, Cancellation, Lists, Compliance with Laws and Exhibitor Virtual Professionalism Requirements, Assignment, No Endorsement, Warranties, Disclaimer and Limitation of Liability, Liquidated Damages, Indemnification,  Survival, and Miscellaneous. 
Miscellaneous:  No Joint Venture. Exhibitor and NRF are contractors independent of one another, and nothing in this Contract shall be construed to create a partnership, joint venture, agency relationship, or other joint enterprise between them.  Neither party has the authority to bind the other to any third-person or to act in any way as the representative of the other, unless otherwise expressly agreed to in a writing signed by both parties hereto.  Severability. Should any provision of this Contract be held to be void or unenforceable, the remaining provisions shall remain in full force and effect to be read and construed as if the void or unenforceable provisions were originally deleted.  Notices. Unless otherwise stated herein, any notices or other communications under this Contract shall be deemed properly served when sent postage prepaid by registered or certified mail or by commercial delivery service with delivery receipt to NRF’s Sr. Vice President, Conferences and NRF’s Vice President, Associate General Counsel at NRF’s Washington D.C. address and email copies sent to both officers.  Notices to Exhibitor should be addressed to the Contract signatory or their designee using the contact information provided in this Contract or using other information provided by Exhibitor in writing.  Notwithstanding the foregoing, Exhibitor hereby agrees that email from NRF to the Exhibitor’s contact person listed in this Contract or their designee will be acceptable and sufficient notice for invoices, breach, cancellation or termination, and other communications from NRF.  Waiver of Breach. No failure by either party to take action on account of any breach by the other shall constitute a waiver of any other breach by the party.  Disputes. Any and all disputes arising in connection with this Contract shall be submitted first to a senior officer of each party for informal resolution.  The validity, interpretation, and performance of this Contract shall be governed by the laws of the District of Columbia without regard to conflict of laws principles.  All disputes which arise in connection with or are related to this Contract shall be resolved, if not sooner settled, in Washington D.C., and Exhibitor agrees to submit irrevocably to the personal jurisdiction of the federal and state and local courts of the District of Columbia.  Nothing in this Agreement shall prevent either party from seeking injunctive relief (or any other provisional remedy or equitable relief) from any court having jurisdiction over the parties and the subject matter of the dispute to protect any of their respective rights.  Entire Agreement. This Contract constitutes the entire agreement between Exhibitor and NRF with respect to the subject matter hereof. Except as otherwise expressly stated herein, any amendment to this Contract must be in writing and signed by both parties.  This Contract supersedes any prior oral or written agreements, negotiations or understandings between the parties concerning the subject matter hereof.  NRF shall have the authority to enforce, interpret and amend the requirements set forth in this Contract and to make additional rules and requirements which, in its discretion, shall be necessary for and in the best interest of the Conference.  Force Majeure.  NRF shall not be liable for failure to perform any or all obligations hereunder due to force majeure event(s) beyond the reasonable control of the parties including, but not limited to, acts of God, acts of war, threats or acts of terrorism, strike, fire, pandemic or epidemic, unavailability of transportation, unavailability of facilities, riot, civil unrest, or sabotage which make it commercially impracticable, inadvisable, impossible, or illegal to hold the Conference.  Order of Precedence.  The terms of this Contract shall supersede and have precedence over the terms included in any invoices.  Purchase orders and similar documents related to the subject matter of this Contract are not a part of this Contract and will not modify, supersede, or impact the terms of this Contract.  Headings.  Headings are used for convenience only and shall not be included in the interpretation of the Contract.