TERMS AND CONDITIONS

United Arab Emirates, 2018-2019


This Agreement is between the applicant (hereinafter referred to as the “Exhibitor”) and MACA DMCC, a UAE corporation residing at Unit No: 3O-01-2899, Jewellery & Gemplex 3, Plot No: DMCC-PH2-J&GPlexS, Dubai - United Arab Emirates (hereinafter referred to as “Organizer”). 

By submitting application information, checking the “I Agree” checkbox at the time of submitting your application and/or executing this agreement, you acknowledge that you have read, understood and agreed to be bound by the terms and conditions of this agreement (as amended from time to time by MACA DMCC in their sole and absolute discretion). if you do not wish to be bound by this agreement, do not indicate your acceptance and do not apply for Art Al Ain 2019. By continuing and applying for Art Al Ain organised by MACA DMCC following a change to this agreement, you are accepting and agreeing to the change.

By accepting the terms and agreement by checking the "I Agree" checkbox upon application, you are committed to a legally binding agreement with MACA DMCC and agree to the terms laid out in this contract in regards to Art Al Ain held on 6-8 March 2019 at the Al Ain Convention Center (ADNEC). Payments made are non-refundable. 

 

1. Exhibitor will consider as confidential any and all information it receives in tangible form from Organizer that is marked as Confidential or Proprietary and will use only for the purposes set forth above. Information which is disclosed orally will be considered confidential information if it is reduced to writing and sent to the receiving party within two weeks of the disclosure. Exhibitor agrees to receive and maintain all information in strictest confidence using care except as provided herein and will not use information for own benefit or disclose it to third parties without written consent of Organizer or use such information in a manner competitive to Organizer.

2. Exhibitor hereby leases the booth space at the rental price (subject to adjustment as stated herein) described on page 4 of the Agreement, exclusive of applicable state and local taxes, plus decoration and charges as set forth below, all of which additional costs and charges will be invoiced directly to Exhibitor and considered to be additional rent due to Organizer hereunder. All payments made pursuant to this Agreement will be made exclusively in US currency. Payments made hereunder may be made by cash, check drawn on a US bank or bank wire transfer (all wire transfers must include additional wiring fees). Your booth invoice reflects a 3% discount when paying with cash, check or wire. This discount is not applicable to payments made by credit card. Visa, MasterCard, Discover and American Express are accepted but the 3% discount will be removed.

3. Included in the booth rental will be: 10.7ft (3.25 meters) hardwood perimeter walls, lighting as outlined in Booth Options page, and inclusion in the Official show digital catalog. Additional charges not included in the booth rental are: extra walls, extra lights, electrical power drop, table, chairs, special walls, custom flooring, custom carpeting, additional signage, furniture, miscellaneous electrical services, shelving, sculpture pedestals, and sculpture drayage. Prices are outlined in the Exhibitor Manual. 

4. The balance of the booth rental and additional charges (i.e. less the deposit already received by Organizer) will be paid by Exhibitor in TWO equal installments. The first payment is due upon execution of agreement by both parties. Booth placement will not be confirmed until after receipt of first payment. The final payment date will be noted on Exhibitor’s first invoice. In the event Exhibitor fails to make any such scheduled payments and/or if any payment due hereunder is delinquent more than five (5) calendar days past the due date, the Exhibitor’s booth location may be assigned to a non-preferential area or any other area at the sole discretion of Organizer and a late charge of $2.00 per square foot service charge will be added to the delinquent payment per week for every week payment is overdue. Exhibitor will not be permitted to participate in the Exhibition unless all balances are paid in full. If Organizer allows payment to be made during check-in, a $350 fee will apply.

5. In the event Exhibitor seeks to cancel this license for exhibition space, withdraw from the Exhibition, or reduce its space requirements for the Exhibition, Exhibitor acknowledges that Organizer would be harmed and suffer loss and that it would be difficult to determine the precise values for or amount of that harm.

All cancellations, withdrawals or requests for reduction in space by Exhibitor must be in writing, by certified mail, return receipt requested. The date of cancellation, withdrawal or reduction in space, as applicable, shall be the postmark date on the notice. If Exhibitor cancels, withdraws or reduces its space requirements for the Exhibition, Exhibitor agrees to pay on demand to Organizer the amounts set forth below if not previously paid by Exhibitor. Such payment shall be liquidated damages and not penalty, and the parties agree that such amounts constitute a

reasonable provision for liquidated damages. Written Notice Given: (i) More than 90 days before show opening, deposit will not be refunded; (ii) 90 days or less prior to the show opening, even if selected to participate within 90 days prior to the Exhibition opening, Exhibitor is responsible for 100% of total booth space cost. In the event of a space reduction, Exhibitor is responsible for the reduced space cost AND the space reduction fee set forth above. If a reduction of space is requested, Exhibitor’s booth space on the Exhibition floor may be moved in the sole discretion of Organizer.

6. In the event that Exhibitor fails to make any payments as contemplated herein or breaches any term or condition contained herein, Exhibitor will be in default hereunder, and Organizer will have the right to retain Exhibitor’s deposit and all other monies paid hereunder, and reserves any other remedies it may have in law or in equity with respect to any default by Exhibitor hereunder.

In the event of default by Exhibitor, Organizer will have the right, but not the obligation, to lease the subject booth space to another exhibitor prior to the Exhibition. Organizer is under no obligation to lease all or part of the defaulting Exhibitor’s booth space; Exhibitor will remain liable for the full balance due under the terms of this Agreement, together with all costs of collection, including but not limited to, all reasonable attorneys’ fees, court costs and interest. In addition to any other defaults enumerated herein, Exhibitor will be in default hereunder if Exhibitor fails to observe or perform any of the other terms, covenants and conditions of this Agreement (or any other supplemental documents incorporated herein including but not limited to: Curatorial Acceptance Letter, Exhibitor Manual, and Curatorial Floor Plan) and such default will continue for more than fifteen (15) days after written notice from Organizer to Exhibitor. Exhibitor will have seven (7) days after written notice from Organizer to cure any monetary default. Organizer will have all remedies available to Organizer at law and in equity in the event of Exhibitor’s default under this Agreement, which remedies are cumulative and not mutually exclusive, including, but not limited to, the right of acceleration. In the event of such default, Organizer may recover from Exhibitor damages computed in accordance with the following formula, in addition to its other remedies: (a) any unpaid rent and other sums due under this Agreement which have been earned at the time of such default or termination; plus (b) the unpaid rent and other sums due under this Agreement for the balance of the term after the time of default; plus (c) any other amount necessary to compensate Organizer for all the detriment caused by Exhibitor’s failure to perform its obligation under this Agreement or which in the ordinary course of things would be likely to result therefrom, including, attorneys’ fees and costs; plus (d) at Organizer’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the United Arab Emirates; plus (e) interest thereon at 1.5% per month or if lower, the maximum amount permitted by law In the event of default by Exhibitor. Exhibitor shall remain liable for the full balance under the terms of the Agreement together with all costs of collection including, but not limited to, all reasonable attorneys’ fees, court costs and interest. Any deposit remitted will be credited toward full payment of the license fees. However, if Exhibitor has an outstanding balance from a previous ART AL AIN event or publication, such deposit and /or any payments received hereunder will be applied first to the oldest outstanding balance and the remainder to current license fees. Exhibitor remains responsible to pay the entire amount of this Agreement. Under no circumstances will payment balances be transferred to another event.

7. All financial agreements between Exhibitor and Organizer are solely between Exhibitor and Organizer and are considered confidential. Any breach of confidentiality will result in legal action.

8. Exhibitor agrees to abide by the aesthetic standards set forth by Organizer or as determined or promulgated by the Organizer of the Exhibition, and Exhibitor agrees to be bound by all rules, regulations, terms and conditions contained in the Exhibitor Manual, to be supplied to Exhibitor after this Agreement has been executed by Organizer and Exhibitor. The Exhibition will have an approved look. All submitted artists and works must be approved by Organizer before exhibitor booth placement is finalized as confirmed by a Curatorial Acceptance Letter to be signed by Exhibitor and Organizer. Failure by Exhibitor to return a signed Curatorial Acceptance Letter to Organizer does not constitute a termination of the Agreement. Additionally, organizer reserves the right to base Exhibitor participation, booth location and artwork to be displayed upon a Curatorial Floor Plan provided by Organizer to Exhibitor prior to/or after acceptance. All artwork, signage, walls, furniture and lighting must be approved by Organizer. All signage for Organizer’s Exhibition must be standard, as set forth in the Exhibitor Manual. No Exhibitor will be allowed to post, mount and display any additional signage other than the signage approved by Organizer without prior written approval from Organizer. Organizer will not approve signage larger than 1 x 4 inches or materials other than foam core or sticker.

9. This Agreement when signed by Exhibitor will constitute an agreement for exhibit space in Organizer’s Exhibition but only when duly countersigned by Organizer or its agents and representatives. It is subject to review and approval by Organizer or its agents and representatives who reserve the right to reject any application for any reason. All applications will be accepted only in writing by Organizer and such decisions are at the sole discretion of Organizer. There exists no obligation by Organizer to any applicant until a completely executed Agreement has been signed by both the Exhibitor and Organizer. Detailed information such as shipping instructions, order forms for additional items will be included in the Exhibitor Manual and will be provided to Exhibitor after  the agreement is countersigned by Organizer and the Exhibitor’s first payment is received.

10. Walls, lighting, design, electrical services, labor, etc., are all furnished by Organizer to guarantee uniformity of overall design of the Exhibition. The booth will be integrated into the overall design of the Exhibition. All sub-contractors employed must be approved in writing by Organizer prior to entering the Exhibition premises.

11. Exhibitors may not use Organizer’s logo or branding on any printed matter without prior written approval from Organizer.

12. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably grants to Organizer, their advertisers, sponsors, affiliated companies, successors, assigns and licensees (collectively, the “Organizer Parties” and each, individually, an “Organizer Party”), the right to photograph, videotape, record, reproduce, mention, refer to edit, modify, add to and otherwise exploit and/or use, and permit others to do any or all of the foregoing, alone and/or in combination with other materials, artwork and/or elements, the names, products, trademarks, tradenames, logos, photographs, copyrighted artwork and material and/or other artwork and material(s) listed on Page 6, digitally shared with ART AL AIN, additional items displayed in the Exhibition, and any and all elements contained therein (collectively, the “Artwork”), for use in any manner in and in connection with the production, distribution, exhibition, exploitation, advertising, marketing and promotion of the Exhibition and any related or derivative versions or uses of the Exhibition, in any and all media now known or hereafter devised throughout the universe in perpetuity.

The rights granted herein include the right to use excerpts or stills from the Exhibition which may contain all or any portion of the Artwork in any other television, theatrical or other motion picture, publication or recording. The undersigned acknowledges that this agreement shall not put the Organizer Parties in a more restricted position than a member of the general public with respect to any rights in the Artwork.

The undersigned represents and warrants that: (i) the undersigned has the full right and authority, either as owner or as agent of the owner, to grant the rights granted in this agreement, (ii) the Artwork are free and clear of any liens or other third party claims, (iii) no such use as authorized herein will give rise to any claims of infringement, invasion of privacy or publicity, claims for payment of any monies such as re-use fees or residuals, or any other claims, and (iv) no third party permissions or licenses are required in connection with this agreement and/or such use. The undersigned agrees to indemnify, defend and hold harmless the ART AL AIN Parties from and against any claims, damages or expenses (including reasonable costs and outside attorney’s fees) arising out of a breach or alleged breach of this agreement. Organizer agrees to indemnify, defend and hold the undersigned, its successors, licensees and assigns harmless from and against any claims, damages or expenses (including reasonable costs and outside attorney’s fees) arising out of a breach or alleged breach of this agreement by ART AL AIN. The undersigned acknowledges that none of the Organizer Parties have any obligation to use the Artwork, or any portion thereof, in or in connection with the Exhibition, and that each Organizer Party may use such Artwork, or any portion thereof, in its sole discretion. The undersigned further acknowledges that any use of the Artwork in the Exhibition does not constitute and shall not be considered an endorsement of the Artwork or the undersigned by any Organizer Party. In no event shall the undersigned have the right to enjoin the development, production, distribution, or exploitation of the Exhibition, and the undersigned hereby waives any right to equitable or injunctive relief in the event of any breach, termination or cancellation of this agreement. This agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, written or oral, with respect to the subject matter hereof and may not be modified except by an instrument in writing signed by the undersigned and Organizer. Organizer may transfer and assign this agreement or all or any of its rights or privileges hereunder to any entity or individual without restriction. This agreement shall be binding on all of the undersigned’s successors-in-interest and heirs. This agreement, its validity, construction and effect shall be governed by the laws of the State of New York. The parties hereto agree to submit to jurisdiction in the State of New York.

13. By execution of this Agreement, Exhibitor acknowledges and accepts the Terms and Conditions. The Exhibitor promises to abide by the Terms and Conditions contained in this Agreement and such further rules and regulations as may be implemented by Organizer governing the terms of the Exhibition. Exhibitor’s use of the booth space and the Exhibition premises will be subject at all times to those rules and regulations adopted by Organizer. Violation of the Terms and Conditions may lead to Exhibitor expulsion without refund or monies paid under the Agreement.

14. In the event the Exhibitor will submit false information, or attempt to exhibit artwork not specified on the Exhibitor’s application, Organizer reserves the right to cancel the Exhibitor’s agreement at any time and retail any monies paid as liquidated damages.

15. The liability of Organizer for failure to perform its obligations under this Agreement is limited to a refund of the Exhibitor’s deposits paid hereunder. In the event the Organizer will be in default hereunder in any respect, such default will not give rise to any rights or remedies to Exhibitor unless and until such default will continue for more than thirty (30) days after Organizer’s actual receipt of written notice thereof from Exhibitor (or, as to defaults not susceptible of being cured within such thirty day period, Organizer fails to commence the cure thereof within such period and thereafter diligently prosecute the same to completion). Further, if Organizer is delayed or prevented from performing any of its obligations under this Agreement by reason of strike or labor troubles or any cause whatsoever beyond Organizer’s control, the period of such delay or such prevention will be deemed added to the time herein provided for the performance of any such obligation by Organizer in its sole discretion, may cancel this Agreement and the parties hereto will be released of all further obligations and liabilities each may have to the other.

16. Neither Organizer, nor the lessor of the Exhibition facility, will accept any responsibility for the wellbeing of any art and materials consigned to or in the possession of any Exhibitor during the Exhibition. The Exhibitor waives any and all claims against Organizer, its contractors, agents, employees, invitees and licensees and the lessor of the Exhibition facility for loss, theft, damage, or destruction by fire, water or otherwise, of any art work, crates, packing materials, or any other items of Exhibitor, on the Exhibition premises at any time as well as for injury to itself, its agents, servants and/or employees while on the Exhibition premises, and for any damage of any nature including damage to its business by reason of the failure to provide booth space for its exhibit or for any failure to hold the Exhibition as scheduled. All Exhibitor’s personal property of everykind of description which may at any time be in the booth space or on the Exhibition premises will be at Exhibitor’s sole risk, or at the risk of those claiming under Exhibitor, and Organizer will not be liable for any damage to said property or loss suffered by the business or occupation of Exhibitor caused in any manner whatsoever, including theft. Organizer will not be liable for any such injury or damage caused by other exhibitors or any other person(s) either on the Exhibition premises or elsewhere. Organizer will not be liable for any latent defect in construction. Organizer will not be responsible for damage or loss of property of Exhibitor kept or stored on the Exhibition premises no matter how caused.

17. Organizer agrees to provide a 24-hour security guard service to prevent entry to the Exhibition area by anyone not authorized by Organizer or not wearing the proper identification badges for admission to such areas. The security service supplied does not guarantee Exhibitor against loss, theft or other mischief and by no way imply an assumption of liability for loss, destruction, theft or vandalism of any of Exhibitor’s property or injury to any of Exhibitor’s personnel, agents or employees. Security passes authorized and issued by Organizer must be utilized. Special Exhibition badges must be worn by Exhibitor’s staff. The above is for the protection of Exhibitor and will not be construed as any guarantee or indemnification whatsoever to the Exhibitor against loss or theft or otherwise, nor does it imply an assumption of liability by Organizer with respect to any and all Exhibitor’s property.

18. An official digital catalogue is to be offered by Organizer through an iPhone/iPad application. No claims can or will be entertained with respect to errors and/or omissions in the catalogue. The Exhibitor is responsible for all content and entries and for any damages claimed through the digital publication thereof.

19. Exhibitor agrees to not serve food or drink in their booth without prior written consent from ART AL AIN.

20. Exhibitor agrees to indemnify and hold Organizer, its employees, agents, invitees, licensees and contractors, and the lessor of the Exhibition facility, harmless for any claims arising out of negligence of Exhibitor, its agents, or employees. Exhibitor must remain with all artwork and other items, and/or their freight, until the designated shipper has removed same from the Exhibition premises. In addition to the foregoing, Exhibitor agrees to indemnify and save Organizer harmless from and against any and all claims and demands for, or in connection with, any accident, injury or damage whatsoever caused by any person or property arising directly or indirectly, out of the business conducted in or the use and/or occupancy of the Exhibition premises, booth space or any part thereof, or arising directly or indirectly, from any act or omission of Exhibitor or any concessionaire or sub-exhibitor or their respective licensees, servants, agents, employees, contractors or invitees, and from and against any and all cost, expense and liabilities incurred in connection with any such claims and/or proceedings brought thereon. The general liability coverage maintained by Exhibitor pursuant to this Agreement will specifically insure the contractual obligation of Exhibitor as set forth in this section and/or as provided in this Agreement.

21. Organizer does not guarantee specific booth placements, booth configuration or booth square footage. Organizer reserves the right to make changes in booth assignments, booth placements, booth square footage and/or booth configuration within the Exhibition at its sole discretion at any time. The design and placement of booths will be controlled and approved by Organizer exclusively, in its sole discretion. Furthermore, Organizer does not represent, warrant or guarantee the final square footage of any booth space leased hereunder, it being expressly understood by Exhibitor the actual square footage of a booth leased hereunder will be unknown until a final floor plan is received by Organizer. Should the final floor plan received by Organizer (depicting the actual booth size to be leased to Exhibitor) differ from the approximate booth square footage stated herein, the final floor plan will control and same will be deemed to amend and supplement this Agreement so that the square footage of the booth size depicted in the final floor plan will replace the approximate square footage stated herein, and the rental payments hereunder will be adjusted accordingly.

22. Exhibitors must carry worker’s compensation, commercial general liability, personal injury and blanket contractual liability insurance at limits of at least $1,000,000 per occurrence and $2,000,000 per aggregate. This coverage must be evidenced by a certificate of insurance with a 30-day notice of cancellation provision to the insured and naming Organizer, Organizer as additional insured and to be provided at least 30 days before the proposed Exhibition start date. It is strongly recommended the Exhibitor also carry insurance to cover loss, damage, or injury to any property of the Exhibitor or to any of his officers, agents, employees or contractors, whether attributable to accident, fire, theft or any other cause whatsoever. While Organizer may provide security guards, it is done solely as an accommodation to Exhibitor. The Exhibitor expressly agrees to save and hold harmless Organizer, the lessor of the Exhibition facility, their management, agents, employees, licensees, invitees and contractors from any and all claims, liabilities and losses for injury to persons (including death) or damage to property arising in connection with Exhibitor’s use of the booth space and the Exhibition premises, and in connection with security personnel provided by Organizer.

23. Exhibitor will make no assignment or subletting nor will Exhibitor enter into license or concession agreements or mortgage or hypothecate this Agreement or Exhibitor’s interest in and to the booth space or Exhibition premises or any part thereof or permit any other party to conduct business or manage the booth space or control the operation thereof (hereinafter collectively referred to as “Transfer”), without the prior written consent of Organizer, which consent may be granted or withheld at Organizer’s sole discretion. Consent by Organizer to any Transfer will not constitute a waiver of the necessity for such consent to any subsequent Transfer. Any Transfer by Exhibitor in accordance with this section will be only for the purpose and use hereinabove specified and for no other purpose, and in no event will any Transfer release or relieve Exhibitor from any obligations under this Agreement. Any permitted transferee will assume Exhibitor’s obligations hereunder and will deliver to Organizer an assumption agreement in form satisfactory to Organizer within five (5) days after the effective date of the Transfer. Exhibitor agrees to pay Organizer ‘s attorneys’ fees incurred in connection with the review and/or preparation of any documents in connection with any Transfer, and in the event of a Transfer for rentals in excess of those rentals reserved hereunder, Exhibitor will pay all of such excess rent to Organizer. Any attempted Transfer without Organizer’s consent will not be binding upon Organizer and will confer no rights upon any third person.

24. The following additional covenants, terms and conditions are incorporated herein and made a part hereof: Typed or handwritten covenants, terms and conditions contained in this Agreement will supersede and control over conflicting pre-printed covenants, terms and conditions.

25. All materials brought to the fair by Exhibitors must be removed by Exhibitors. Exhibitor booth must be returned in the same condition which it was received. There will be a fee for each item mishandled before check-in or left in the booth by Exhibitor after checkout, as well as an additional fee for an unswept or damaged floor. All material used to hang artwork must be removed from the walls and disposed of properly. All labels, letter sets, Velcro, or any other material adhered to the wall must be removed. There will be a fee for each item left in or on booth walls. See below for charges for mishandled items, Exhibitor damages, and items left in Exhibitor booth: Receiving improperly constructed crates, tracking lost freight, oversized/Overweight freight handling, Exhibitor property left on site, late freight delivery/pick up, late Set-Up/Break-Down after allotted hours, lost/damaged furniture, trash left on site, letterset and label removal, repainting of walls back to white (Please note: exhibitors are not permitted to repaint their own walls), screws/hanging material left in/on walls, damage to walls (any holes larger than 1/2 inch), damage to floor, and artwork left onsite At the time of move-out, a representative of your gallery must stay with your product until Exhibitor has received a bill of lading from Exhibitor freight carrier or art handling company and freight has passed through the security checkpoint exit. There will be no exceptions. There will be no tear-down permitted until the 8:00 pm scheduled show closing. On Sunday, March 9, 2019 from 8:00pm to 10:00pm, freight removal will be allowed to move out. Additionally, freight may be moved out Monday, March 10, 2019 from 9:00am to 5:00pm. All crates, packaging, trash and any other extra material must be disposed of properly by Exhibitor, and the booth floor must be swept clean. All Exhibitor freight must be cleared from the fair by Sunday, March 9, 2019 at 5:00pm. Any freight left property left on site, late freight delivery/pick up, late Set-Up/Break-Down after allotted hours, lost/damaged furniture, trash left on site, letterset and label removal, repainting of walls back to white (Please note: exhibitors are not permitted to repaint their own walls), screws/hanging material left in/on walls, damage to walls (any holes larger than 1/2 inch), damage to floor, and artwork left onsite

At the time of move-out, a representative of your gallery must stay with your product until Exhibitor has received a bill of lading from Exhibitor freight carrier or art handling company and freight has passed through the security checkpoint exit. There will be no exceptions. There will be no tear-down permitted until the 8:00 pm scheduled show closing. On Sunday, March 9, 2019 from 8:00pm to 10:00pm, freight removal will be allowed to move out.

Additionally, freight may be moved out Monday, March 10, 2019   from 9:00am to 5:00pm. All crates, packaging, trash and any other extra material must be disposed of properly by Exhibitor, and the booth floor must be swept clean. All Exhibitor freight must be cleared from the fair by Sunday, March 9, 2019 at 5:00pm. Any freight left on the floor will be subject to mandatory removal to a storage facility at the expense of the Exhibitor. Any freight company that has not completed freight removal by said deadline will be liable for the following expenses: Complete security protection for the entire Exhibition hall, Removal, storage and insurance of Exhibitor freight, Service charge of 20% on unpaid removal & security charges, and any MACA DMCC. legal fees in cases of legal disputes.

26. All sums of any kinds and character not paid by Exhibitor on their due date will bear interest at nine percent (9%) per annum unless otherwise provided specifically to the contrary herein. If Organizer advances any funds to cure any default by Exhibitor or performs any obligation on behalf of Exhibitor which requires an expenditure, Exhibitor will be obligated to reimburse Organizer immediately upon demand thereon, for all such advances and expenditures, together with an administrative/overhead charge equal to 20% of the amount thereof, plus interest thereon at nine percent (9%) per annum from the date such funds are advanced or such expenditure is made. Should Exhibitor fail to pay when due any installment of rent or any other sum payable to Organizer under the terms of this Agreement, then, at Organizer ‘s option, a charge equal to five percent (5%) of the amount due will be imposed to compensate Organizer for its administrative costs in dealing with such late payment. Unless otherwise expressly provided herein, any consent or approval of Organizer may be granted or withheld by Organizer in Organizer’s reasonable discretion.

27. Whenever notice will or may be given to either of the parties by the other, each such notice will be by registered or certified mail with return receipt requested, at the respective addresses of the parties as contained herein or to such other address as either party may from time to time designate in writing to the other, and, if to Exhibitor, such notice will be copied to MACA DMCC, Unit No. 2899, DMCC Business Centre, Level No. 1, Jewellery & Gemplex 3, Jumeirah Lakes Towers, Dubai, Dubai, United Arab Emirates. Any notice under this Agreement delivered by mail will be deemed to have been given three (3) days after it is placed in the mail with sufficient postage prepaid. This Agreement contains all of the agreements between the parties hereto, supersedes all prior and/or contemporaneous agreements and understandings and it may not be modified in any manner other than by an agreement in writing signed by all the parties hereto or their successors in interest. The terms, covenants, and conditions contained herein will inure to the benefit of and be binding upon Organizer and Exhibitor and their respective heirs, personal representatives, successors and assigns, except as may be otherwise expressly provided in the Agreement. Exhibitor acknowledges that neither Organizer nor any broker has made any representations to or agreements with Exhibitor which are not contained in this Agreement. All obligations of Exhibitor which are or may be intended by their nature to be performed and/or complied with after the expiration or earlier termination of this Agreement will survive such expiration or termination. If any term or provision of this Agreement or the application thereof to any person or circumstance will, to any extent, be determined by a court of competent jurisdiction to be held illegal, invalid or unenforceable, then same will be deemed deleted from this Agreement as if never included herein; but the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held illegal, invalid or unenforceable, will not be affected thereby and each term and provision of this Agreement will be valid and be enforced to the fullest extent permitted by law.

28. This Agreement is governed solely by the laws of the United Arab Emirates. In the event of any and all litigation arising from this Agreement, the parties hereby agree that the sole venue for all legal action will lie exclusively in the appropriate Courts of the City of Al Ain, Abu Dhabi.

The parties agree to waive trial by jury in any and all litigation arising from this Agreement. In the event of any arbitration or litigation between the parties under this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and costs, in the arbitration and at both trial and appellate levels. The parties have participated jointly in the negotiation and preparation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties intend that each covenant, term and condition contained herein will have independent significance. If any party has breached any covenant, term or condition contained herein in any respect, the fact that there exists another covenant, term or condition relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first covenant, term or condition. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party will not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. Organizer may, in its sole and absolute discretion, waive any covenant, term or condition or the breach thereof contained herein, however, no covenant, term or condition or the breach thereof will be deemed waived, except by written consent of Organizer, and any waiver of the breach of any covenant, term or condition contained herein will not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. This Agreement will bind both Organizer and Exhibitor and their assigns or successors, and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be. This Agreement will not take effect and there will be no obligation by either party unless it is countersigned by Organizer. It will be effective on the date countersigned by Organizer. This Agreement is fully or partially assignable by Organizer in its sole discretion.

29. Upon acceptance by Organizer and countersignature of this document, a copy will be returned to the Exhibitor. This Agreement is not subject to cancellation or modification after execution and countersignature, except by mutual written Agreement between the parties hereto. Exhibitors agree to be bound unconditionally by the Organizer’s rules and regulations as may be set forth by Organizer.

30. Non-Refundable payments. Each payment that is required under this Agreement is non-refundable and non-creditable. Only the application fee is refundable if Exhibitor is not accepted. A 150US$ fee will be charged for administration fee.

31. This Agreement, its terms and conditions, and the discussions, writings and negotiations of the parties hereto prior to the effective date of the Agreement, and the terms and conditions of any addenda prepared in connection with this Agreement (collectively the: “confidential information”). Connection with the Agreement is confidential and will not make any disclosures thereof, except for legal, accounting or tax purposes, or as required by law. The barred disclosures referred to in this section include any such disclosures by oral communication, written communication, television, audio, press, wire, internet and all other media. The terms and conditions of this Paragraph will survive the termination or cancellation of this Agreement. Exhibitor agrees and acknowledges that the Confidential Information, as it exists from time to time, is a valuable, special and unique asset of Organizer and the that the terms and conditions of this Paragraph are reasonable and necessary to protect the legitimate business interests of Organizer Exhibitor hereby acknowledges a violation or threatened violation of the terms and conditions of this Paragraph, whether by Exhibitor or Exhibitor’s employees, agents and or representatives would cause irreparable injury or damages to Organizer for which the damages would be inadequate compensation. Accordingly, Exhibitor acknowledges, consents and agrees that in the event of any such violation or threatened violation, Organizer will be entitled to commence an action for any preliminary, temporary and permanent injunctive relief and other equitable relief and it will be entitled to any such relief without the necessity of alleging or proving actual damages, irreparable harm or lack of adequate remedy at law and without posting a bond, and Organizer will further be entitled to such other rights and remedies it may have at law or in equity, which rights and remedies will be cumulative and in addition to any other rights or remedies available to Organizer.