These Additional Terms and Conditions supplement the terms and conditions set forth in the exhibit space contract executed by exhibitor. If an agency executes an exhibit space contract on behalf of a client, then such agency and such client shall be jointly and severally liable for the payment and performance of the obligations of “exhibitor” hereunder and for any breach of any provision hereof. Terms used herein have the meanings ascribed to them in the exhibit space contract unless otherwise defined herein.
1. ELIGIBLE EXHIBITS: C4 reserves the right to determine whether any company or product is eligible for inclusion in the Show. This determination may be made at any time before or after the start of the Show. Exhibitor or its agent/agency must have no outstanding past due invoices with C4, or its affiliates. Past due invoices billed to the exhibitor or its agent/agency must be paid before exhibitor will be allowed access to the Show.
2. EXHIBIT REGISTRATION & CONTACT PROCESS: It is the exhibitor/sponsor/advertiser’s responsibility to notify C4 of any exhibit staff/contact changes and provide updated contact information including email addresses if there has been any change from the prior year. C4 uses the prior year’s primary and secondary contact to announce the opening of exhibit registration. Two emails and one phone notification will be sent to these contacts. If no response is received, the exhibit space and any affiliated sponsorships will be released to the waiting list.
3. FLOOR PLAN: The floor plan for the Show will be maintained as originally presented, wherever practicable. However, C4 reserves the right, in its sole discretion, to modify the floor plan to the extent necessary for the best interests of the Show, the exhibitors, and the industry. All measurements shown on the floor plan are approximate, and C4 reserves the right to make such modifications as may be deemed necessary, making equitable adjustment for any exhibitor thereby affected.
4. EXHIBIT SPACE ASSIGNMENT: Space assignment will be indicated on the confirmation of acceptance of the exhibit space contract by C4. Exhibitor may have an opportunity to be placed on a Wait List for an alternative location on the Show floor. Exhibitor must have space contracted and appropriate payment received to be moved in accordance with the Wait List request. Exhibitor must rent sufficient space to contain its exhibit completely within the confines of the booth lines. Equipment may not extend into the aisles, over the aisles, or across exhibitor’s purchased booth line. The width, depth and height restrictions specified on the Exhibit Map must be observed. C4 reserves the right to relocate exhibitor in comparable space for the best interest of the Show. In the event of relocation, exhibitor will be advised and given the option of selecting another location with an equivalent value.
5. PAYMENTS AND REFUNDS: You will receive a contract at the time of reservation. The exhibit will be held as Pending for 60 days after receipt of this contract. If payment is not received within 60 days of receipt of contract, the exhibit will be marked Available and contract will be null and void. Regardless of purchase date, all exhibits and sponsorships must be paid in full 45 days prior to the start of the event. Payment may be made by check (payable to C4 West Coast, LLC) or credit card (Visa, MasterCard or American Express). Exhibitor shall have the right to cancel booth space agreement at any time by written notice to WCSAD. In the event of such:
• Cancellations up to 60 calendar days prior to the event – refund 90%
• Cancellations 30-59 calendar days prior to the event – refund 50%
• Cancellations within 29 calendar days of the event – no refund
Under all circumstances, WCSAD retains the right to resell any booth space cancelled by exhibitor. All cancellations must be sent in writing via e-mail or regular mail to WCSAD at: email@example.com.
6. SHARING/SUBLETTING SPACE: Exhibitor shall not assign, sublet, subcontract or apportion the whole or any part of the space allotted, and may not share exhibit space or allow representatives, equipment, or materials from any subsidiary, division, or any other company or entity in exhibitor’s space without including the name(s) of such subsidiary, division or other company or entity on the exhibit space contract and obtaining the prior written consent of C4. Should exhibitor decide to cancel, the exhibit space reverts back to C4.
7. EXHIBITOR SERVICES KIT AND SHOW POLICIES: An Exhibitor Services Kit containing detailed information will be available on the Show website in ample time for advance planning. The Exhibitor Services Kit will contain, among other things, information regarding shipment, labor, electrical service, rental items, storage of boxes and crates, shipping and exhibit hours. All other services, such as furniture, carpeting and other special services are not provided by C4 and must be arranged by the exhibitor. Recommended vendors for some special items will be available through the Exhibitor Services Kit. Exhibitor will communicate to any subcontractor that it is bound by this Agreement, and exhibitor will be liable for any act or omission by outside vendors which would, if taken by exhibitor, constitute a breach of any provision of this Agreement. Exhibitor must abide by the regulations and guidelines included in the Exhibitor Services Kit. C4 shall have sole control over the official Show policies applicable to attendees, which will be available on the Show website.
Personally Owned Vehicles (POVs): You will be permitted to load and unload from your vehicle directly into the Exhibit Hall. You must quickly load/unload your vehicle to allow access for other exhibitors. Vehicles may not be left unattended for more than 10 minutes or they are subject to towing.
Late Arrival: If your booth is not set up by 4:00 pm on Thursday, your booth assignment may be changed to allow another exhibitor a more visible location. If your exhibit has not been set up, or the C4 staff has not been notified of a late arrival via email or text by 7:30 PM on Thursday evening your exhibit space will be forfeited without refund.
Early Tear Down: Dismantling your booth before the close of the last 10:30 am break may jeopardize your organization’s booth placement at future C4 events.
(i) Tote Bag Inserts – All tote bag inserts must be clearly marked on the shipping label in accordance with the instructions provided at the time of purchase. Any inserts not clearly labeled as such on the package will be assumed to be exhibit material and not included in the attendee tote bags. Materials must arrive by the stated deadline or they will not be included in the attendee tote bags. Any materials that arrive past the due date, or are not sent in accordance with instructions, will not be eligible for a refund and will be delivered during the show to the exhibit booth or held in the office for pickup by the purchaser.
(ii) Advertising – Any ads (whether print, website, or video) that are not received by the stated deadlines will not be eligible for a refund.
8. INSTALLATION AND DISMANTLING OF EXHIBITS: Delivery of freight and installation of exhibits will take place on the dates and at the times specified in the Exhibitor Services Kit. C4 reserves the right to resell the exhibit space if the exhibitor booth is not set up by the date and time specified in the Exhibitor Services Kit preceding Show floor opening. Exhibitor accepts full and sole responsibility for any injury or damage to persons or property resulting from failure to distribute the placement of its exhibit material in accordance with the floor loading specifications. Dismantling may not begin until the close of the Show on the final day of the Show. Goods and materials used in any display shall not be removed from the exhibit hall until the Show has officially closed. Any exception to this rule must have the written approval of C4. Dismantling must be completed and all exhibit materials removed by the final move-out date and hour set forth in the Exhibitor Services Kit. Exhibitor is advised to remove small, portable items immediately upon conclusion of the Show.
9. DISPLAYS AND ATTIRE: It is exhibitor’s responsibility to create an attractive display area that is in good taste (as determined by C4) and enhances the overall appearance of the Show and is a credit to the industry. C4 reserves the right to approve the character of the display and to prohibit any display which, because of noise or other objectionable features, detracts from the general character of the Show. Any part of an exhibit space which does not reflect the purpose of the Show or comply with specifications set forth in the Exhibitor Services Kit must be corrected at the exhibitor’s expense. C4 reserves the unilateral right to correct any unsightly exhibit, and exhibitor agrees to pay for expenses incurred in making the necessary alterations. If corrections cannot be made, the exhibit shall be removed at exhibitor’s cost, with no liability accruing to C4.
Exhibit Design: All booth furnishings, including audio and video, should be appropriate for a general audience and should not be offensive or violate common decency. In the event of a complaint about a booth’s content, C4 will investigate. If content is determined to be offensive or inappropriate, the exhibitor must cease use of such content. Banners or signage are considered part of your exhibit and must remain within the confines of the exhibit space.
Attire: C4 reserves the right to determine appropriate exhibitor/presenter attire and manner. Exhibitors and their personnel should present a professional image and appearance. If for any reason the attire of exhibitor’s personnel is deemed inappropriate by C4, the exhibitor may be asked to make suitable changes to the attire of its employees and/or exhibit staff. If necessary, the exhibitor may be asked to remove individual(s) wearing the inappropriate attire in question at exhibitor’s sole expense without refund. Exhibitors with questions about compliance with these guidelines should consult C4 in advance of the Show.
10. DEMONSTRATIONS: Exhibitor shall observe the “good neighbor” policy at all times and not intrude upon or disrupt other exhibitors while they are conducting business on the Show floor. Exhibits should be conducted in a manner not objectionable or offensive to neighboring booths. All demonstrations and the use of photographers, musicians, entertainers, loud speakers, sound system equipment and noise-making devices must be restricted to within the exhibitor’s booth. Entertaining attendees in booths must be arranged so that exhibitor’s personnel and attendees do not block aisles or overlap into neighboring exhibits. Operation of any equipment for demonstration purposes must be pre-approved in writing by C4. C4 reserves the right to determine when any demonstrations become objectionable or interfere with adjacent exhibit spaces and may, if necessary, require that they be discontinued.
11. SOUND: Disruption or noise level from any demonstration or sound system must be kept to a minimum and may not interfere with others. The use of devices for mechanical reproduction of sound or music is permitted (up to 85 decibels) but must be controlled and not be projected outside the confines of the exhibit booth. No noise makers or anything not in keeping with the character and high standards of the Show may be distributed or used by exhibitor in the exhibit area. C4 reserves the right to determine at what point a disruption or sound level constitutes interference with other exhibits and must be discontinued.
12. PHOTOS AND VIDEOS: Exhibitor may take photos or videos of its displays; however, exhibitor is not permitted to directly take pictures of any other display or instruct others to take such pictures without written permission of C4 and the exhibitor whose display is being photographed. Notwithstanding the foregoing, exhibitor authorizes C4 and its Representatives to photograph and/or record all or any part of the Show (including, without limitation, exhibitor’s exhibit space and personnel), and exhibitor hereby grants C4 the worldwide, perpetual, royalty free right and license to reproduce, distribute, transmit, publicly perform and publicly display all such photographs and recordings (and any derivative works thereof) in any medium (now existing or hereafter developed).
13. SAMPLES, PUBLICATIONS, PRIZES, LIST ACCESS: Samples, giveaways, catalogues, pamphlets, souvenirs, industry publications and printed matter or promotional material of any kind may be distributed by exhibitor and its representatives only within the confines of its booth, with the exception only of designated sponsorships and marketing opportunities for which exhibitor has contracted with C4. C4 reserves the right to limit or deny access to lists of attendees and exhibitors and any other list or C4 gathered by C4 or its contractors.
14. FOOD AND BEVERAGES: Food and/or beverages may only be supplied by exhibitor with the prior written consent of C4 and the Show facility. Alcoholic beverages are forbidden. Any beverage that is provided without consent maybe be subject to corkage fees and are the responsibility of the exhibitor. Small individually packaged items (candy, nuts, snacks) are acceptable.
15. EXHIBITOR PERSONNEL: Exhibitor will furnish C4, in advance, the names of those persons who will staff the booth as specified in the Exhibitor Services Kit. Representatives manning the exhibit will be owners, employees or agents of exhibitor, and such representatives will wear proper badge identification furnished by C4.
16. EXHIBIT HALL/CONTRACTED CONFERENCE SPACE BADGE POLICY: No Suitcasing. “Suitcasing” is the act by individuals or suppliers, of soliciting business, distributing literature or doing promotional activities in the exhibit hall aisles/floor or other public areas of the events, and/or representing their services or soliciting conference participants for conflicting social or business activities, without having purchased a registration or booth space. “Suitcasing” is a violation of C4 Terms and Conditions and may seriously affect a vendor’s participation in future C4 events. Please report any violations to C4 Management. Conference badge must be displayed at all times in the exhibit hall/contracted conference space. It is against policy to conduct business with people who have not purchased a registration and do not have a badge. Re-use or trading of conference badges to anyone by the exhibitor is expressly forbidden. If such use of exhibitors’ badges is made, individuals wearing the badges, as well as the offending exhibitor and exhibit, will be removed from the premises and the badges will be confiscated and exhibitor may be denied return exhibit status for other events and subsequent years. No refunds will be provided if this policy is violated.
Badge Reprint: A badge can be reprinted one time in the registration office for $50, subsequent badges will be reprinted at the full registration rate. Thank you for your understanding and cooperation.
17. DISPLAYS AND EXHIBITS OUTSIDE SHOW: Exhibitor agrees that, outside of its own designated exhibit space at the Show in accordance with the Agreement, it will not (nor will it permit its agents or distributors to) conduct any display or exhibit or distribute publications or any product bearing its trademark within a three mile radius of the Show or the Show’s officially designated hotels during the dates of the Show. This limitation does not apply to participation in other trade association exhibitions which may coincidentally be ongoing in the same city or to exhibitor’s regular place of business or show room. Violation of this provision by exhibitor will constitute a material breach of the Agreement, and C4 may, in its sole discretion, cancel the Agreement. Upon cancellation, exhibitor will remove its display and any equipment contained in the exhibit hall and forfeit all payments made pursuant to the Agreement.
18. SOCIAL FUNCTIONS/SPECIAL EVENTS: Hospitality functions (including meetings, unless approved by C4) are not permitted during Show hours or Show sponsored events. Any social function or special event during the dates of the Show in the host city is reserved for exhibiting companies and must be approved by C4. Violation of this provision will constitute a material breach of the Agreement, and C4 may, in its sole discretion, cancel the Agreement with no refund. Violators may be denied access to future C4 events.
19. COMPLIANCE WITH LAWS/STANDARDS: Exhibitor shall comply with all federal, state, and local laws, rules, standards, regulations and ordinances (“Laws”), including but not limited to copyright laws, the Americans with Disabilities Act (if applicable), and all Laws pertaining to business licenses, health, fire prevention and public safety, and all C4 and Show facility rules and regulations. Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and any licenses, permits or approvals required under any Law and for paying all taxes (including all sales taxes), license fees, use fees, or other fees, charges, levies or penalties that may become due to any governmental authority in connection with its participation in the Show. All amounts due from exhibitor to C4 are exclusive of VAT or other similar taxes, which amounts shall be invoiced to and borne exclusively by exhibitor. Subject to applicable Laws, all amounts due from exhibitor to C4 shall be paid in full in U.S. dollars (unless a different currency is specified on the exhibit space contract) without reduction for withholding or other taxes, deductions or offsets of any kind. If applicable, (i) exhibitor shall pay the cost of conversion to U.S. dollars, and (ii) any required withholdings or taxes will be paid by exhibitor to the appropriate third party. Exhibitor must comply with union work rules if union labor will be made available. If C4 becomes aware of exhibitor’s failure to comply with any applicable Law, such failure to comply shall be cause for rejection or removal of exhibitor and its exhibit from the Show. All property of exhibitor is understood to remain in exhibitor’s possession, custody and control in transit to, from, or within the confines of the exhibit hall, and is subject to the rules and regulations of the Show.
Fire & Safety Laws: Federal, state and local fire and safety Laws must be strictly observed. Flammable or hazardous fluids, substances, or materials of any nature are prohibited in the booth and in the storage area behind the booth. No decorations of paper, pine boughs, leafy decorations, tree branches or other flammable materials are allowed. All decorative materials, including cloth decorations, must be flame-proofed and comply with local fire regulations. Transferring of flammable liquids while in the exhibit hall is expressly prohibited. Electrical equipment and wiring must comply with fire department and underwriter rules and meet all safety codes. Smoking at the Show is forbidden. Crowding will be restricted. Aisles and fire exits cannot be blocked by exhibits. See Exhibitor Services Kit for additional fire regulations.
Copyrights/Music Performance Rights Licenses: Exhibitor must obtain music performance rights licenses through ASCAP and/or BMI (and/or any other necessary performing rights associations), if exhibitor intends to use copyrighted music in its booth. C4 is not responsible for the music used by exhibitor, and without limiting exhibitor’s indemnification obligations otherwise set forth in the Agreement, exhibitor hereby agrees to indemnify, defend and hold harmless C4, all other Show Providers (as defined in Section 18 below), and each of their respective Representatives (as defined in Section 18 below) for any and all Claims (as defined in Section 20 below) related to any copyright violations that result from exhibitor’s failure to obtain the appropriate licenses.
License: Exhibitor agrees that C4 and its affiliates shall have the perpetual, worldwide, royalty free license and right to collect and maintain, and to reproduce, publish, display, transmit, distribute, adapt, create derivative works from, syndicate and otherwise exploit or use, commercially or otherwise, in any medium, any and all information related to exhibitor’s products that are made available to C4 in connection with the Show or any other events owned, organized, managed, or operated by C4 in which exhibitor participates, in each case whether prior to, concurrently with, or following exhibitor’s submission of the exhibit space contract.
20. LIABILITY FOR DAMAGE: Exhibitor will be liable for any damage caused in any manner, including by fastening displays or fixtures to the building floors, walls, columns or ceilings or to the standard booth equipment and for any damage to equipment furnished by C4 or designated service suppliers. Exhibitor may not apply paint, lacquer, adhesive or any other coating to building walls and floors or to standard booth equipment. C4, and its owners and affiliates; Show facility management and its owners, affiliates, lessors and lessees; and official exhibit service contractors and security services (all of the foregoing in this sentence, collectively, “Show Providers”) and each of their respective officers, directors, officials, employees, agents, contractors and representatives (collectively, “Representatives”) will not be responsible for the safety or any loss, theft, destruction or damage to property of, or for any injury to, exhibitor or its Representatives for any reason, including without limitation, due to theft, strikes, fire, water, storm, vandalism or other causes (and exhibitor waives all claims against Show Providers and their Representatives, and releases all of them from all liabilities, with respect to same).
21. SECURITY & LIABILITY: Security will be on the premises but only to monitor the entrance for badges. Before and after normal exhibit hours, the hotel provides standard security services and the exhibit hall is locked up for the night. However, it is always prudent to make arrangements to keeps safe any equipment, prizes, business cards collected from attendees, or other valuables left at the table. Neither the La Quinta Resort property, C4, or the security company personnel will be liable for any damage or theft to the exhibitor’s display or property. The security that the La Quinta Resort is providing is for the La Quinta Resort and its guests and not for the protection of exhibitor’s property. The exhibitor should not rely on La Quinta Resort-provided security for any reason. Exhibit management, service contractors, staff and directors of any of the same are not responsible for vandalism, theft, fire, accident, or damage to exhibitor property. Upon acceptance of this agreement and by participating in the events, the exhibitor assumes complete liability resulting from personal injury or property damage caused by equipment operated within his/her display area and agrees to maintain necessary general liability insurance coverage for such operation and display within that area. Exhibitor also understands that proper Event Registration ID is required to gain access to exhibit area.
22. INDEMNIFICATION: Exhibitor agrees to indemnify, defend, and hold harmless (and to the maximum extent permissible under applicable law, exhibitor hereby expressly releases and discharges ) C4 and its equity owners and affiliates, all other Show Providers, and each of their respective Representatives from and against any and all alleged and/or actual claims, actions, lawsuits, proceedings, damages, penalties, demands, losses, expenses, fees (including reasonable attorney fees), costs or liabilities of any kind or nature whatsoever (collectively, “Claims”), including but not limited to any Claim for property damage and/or personal injury, in connection with, caused by or arising out of the attendance at and/or participation in the Show by (a) exhibitor, (b) its Representatives (or any other party acting on exhibitor’s behalf), or (c) any of exhibitor’s servants, invitees, patrons or guests (all of the foregoing in clauses (b) and (c), collectively, “Related Parties”), whether as a result of (i) exhibitor’s or any Related Party’s act, omission, negligence or willful misconduct, (ii) exhibitor’s or any Related Party’s actual or alleged violation of any policy of, or actual or alleged breach of any agreement with, C4 or any other Show Provider, (iii) exhibitor’s or any Related Party’s actual or alleged violation of any applicable Laws, (iv) exhibitor’s or any Related Party’s actual or alleged infringement of any third party rights, including without limitation, the infringement of any patented, trademarked, franchised or copyrighted music, materials, devices or dramatic rights used or incorporated in the Show by exhibitor or any Related Party, or (v) otherwise, and in each case, whether or not foreseeable. This provision shall survive any termination or expiration of the Agreement.
23. INSURANCE: The exhibitor shall obtain and keep in force during the term of the installation and use of the exhibit premises, policies of Comprehensive General Liability Insurance and Contractual Liability Insurance, insuring and specifically referring to the Contractual liability set forth in this exhibit agreement, in an amount not less than $2,000,000 Combined Single Limit for personal injury and property damage. The Hotel, its owners, its operator and C4 West Coast/WCSAD shall be included in such policies as additional named insureds. In addition, the exhibitor acknowledges that neither the Hotel, its owners, its operator, nor C4 West Coast/WCSAD maintain insurance covering exhibitor’s property and that it is the sole responsibility of the exhibitor to obtain business interruption and property damage insurance insuring any losses by the exhibitor.
24. REJECTED EXHIBITS: Exhibitor acknowledges and agrees that its exhibit shall be admitted and shall be permitted to remain in the Show only upon continued strict compliance by exhibitor with all terms, conditions, standards, policies and other provisions of the Agreement. Notwithstanding such compliance, C4 reserves the right to reject or remove exhibitor’s exhibit, in whole or in part, from the Show for any reason whatsoever. Any violation by exhibitor of the Agreement, including without limitation, any violation of the rules and regulations of the Show or facility, shall subject exhibitor to termination of the Agreement and the forfeiture of exhibit space and any monies paid on account thereof, and C4 shall be entitled to exercise any other rights or remedies under applicable law. Upon written notice of termination, C4 shall have the right to take possession of exhibitor’s space, remove all persons and properties of or related to exhibitor, and hold exhibitor accountable for all risks and expenses incurred in such removal. No portion of the rental fee shall be returned if rejection or removal occurs upon violation of the Agreement.
25. FORCE MAJEURE:
- If C4 is prevented from carrying out its obligations as it pertains to the Conference you registered for as a result of any cause beyond its control, or such Conference cannot be held or does not occur due to acts of God, strikes, labor disputes, government requisitions, restrictions or regulations on travel, hotel or facility availability, commodities or supplies, war or apparent act of war, terrorism, disaster, civil disorder, epidemic or pandemic, curtailment or restriction on transportation facilities, or any other comparable calamity, casualty or condition (collectively a “Force Majeure”) C4 will refund the cost of registration. However, C4 does not assume responsibility for any additional costs, charges, or expenses; to include, charges made for travel and lodging. Refunds will be processed within 60 days of notification.
- If the Conference is postponed due to a Force Majeure occurrence before the first day of the Conference, then C4 will reschedule the affected Conference, if and as practical under the circumstances, and your registration fee will be applied to the rescheduled Conference. If you are unable to attend the rescheduled Conference, then you may transfer registration fee you paid, upon written notification to C4 management, towards another C4 Conference, which is scheduled to held within 18 months from the date of the affected Conference. C4 reserves the right, at its discretion, to approve or deny such registration fee transfer requests. If there is a difference in the registration fees between the affected Conference and the alternative Conference, the difference in the registration fees will be charged or refunded, as applicable, on the credit you used to register for the affected Conference.
26. AMENDMENTS TO STANDARDS, RULES AND POLICIES: C4 reserves the right to modify all standards, rules and policies, and to adopt additional standards, rules and policies in its sole discretion. Any such modifications and additions shall be made available promptly to exhibitor and shall be effective immediately upon adoption, and exhibitor agrees to comply with all such modifications and additions.
27. DEFAULT: Exhibitor shall pay the fee set forth in the exhibit space contract prior to exhibit setup and load-in. Exhibitor will not be permitted entry to the Show unless full payment has been made of all outstanding past due invoices billed to exhibitor or its agent/agency. Any default by exhibitor under this Agreement shall constitute a default under any and all other agreements between C4 and exhibitor including, but not limited to, all contracts relating to the Show (e.g., sponsorship and event marketing contracts and other fee-based or barter activities; each an “Ancillary Contract”). In such event, C4, in its sole discretion, shall be entitled to apply any amounts deposited or paid by exhibitor under any Ancillary Contract to amounts due under this Agreement. If application of any such amount causes a default under an Ancillary Contract, C4 shall be entitled to such remedies as may be provided in such Ancillary Contract. Similarly, any default under any Ancillary Contract shall constitute a default hereunder and shall entitle C4 to its remedies hereunder. Exhibitor will be responsible for all expenses (including reasonable legal fees) incurred by C4 in collecting amounts past due. Upon a material breach hereunder (e.g., failure to pay the fees due in strict accordance with the payment terms set forth in the exhibit space contract, failure to comply with any rules, regulations or standards, or default under any Ancillary Contract), C4 shall have the right to immediately terminate this Agreement and exhibitor’s participation in the Show without incurring any liability therefor.
28. GENERAL: Each party agrees to perform its obligations hereunder as an independent contractor to the other party, and this Agreement does not create any actual or apparent agency, partnership, joint venture, or relationship of employer and employee between them for any purpose, including taxes or employee benefits. Neither party is authorized to enter into or commit the other party to any agreements, and neither party will represent itself as the agent or legal representative of the other party. Exhibitor will not make or consent or cause to be made any public announcement, or produce, distribute or publish, or consent or cause to be produced, distributed or published, any press release or other public statement referring to the subject matter or content of this Agreement, or the business relationship between the parties, without the express, prior written approval of C4. Exhibitor may not assign or subcontract its rights or obligations under this Agreement without the prior written consent of C4. All of the terms and provisions of this Agreement shall be binding on, and shall inure to the benefit of, the respective successors and permitted assigns of the parties. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.