This is an AGREEMENT between Nth Degree, Inc. (“Nth Degree”) and the client (“Client”) commissioning work from Nth Degree in connection with a trade show or other event (such work being referred to herein as the “Services”).
- Services. The Services shall consist of reasonable set-up, dismantle and/or other services as set forth in the work order; unless otherwise provided in the work order, the Services shall consist of those set up, dismantle and incidental services as would customarily be performed for Client by a comparable set up and dismantle service-providers in the trade show and convention industry.
- Client Responsibilities. Client shall be responsible for providing at Client’s expense (i) all information reasonably necessary to enable Nth Degree to make timely performance of the Services; and (ii) comprehensive and other liability insurance covering the exhibits and all other Client property with respect to theft, loss, destruction, or damage– for which Nth Degree shall have no liability under any circumstances whether or not Client procures and provides such insurance. Client is responsible for providing timely notification to show management that it intends to utilize Nth Degree to perform the Services and for the payment of any associated fees.
- Limitation of Nth Degree Responsibilities. Nth Degree shall have no responsibility whatsoever to Client or any other party for any of the following: (a) any defect in the manufacture or design of any exhibit, part, item of equipment or other tangible thing associated with Client’s exhibits, and any additional costs of set up, dismantle or other work by Nth Degree resulting from such defect shall be an extra charge to be borne by Client; (b) the failure of the Client or any third party to provide all reasonably necessary exhibit components; (c ) the safeguarding or securing of Client’s property; or (d) any loss, damage or delay (i) caused by persons not employed by Nth Degree, (ii) resulting from instructions by Client or any representative of Client; (iii) occurring after the bill-of-lading has been turned over to the drayage contractor; (iv) resulting from changes made to the bill-of-lading by anyone other than personnel of Nth Degree; (v) resulting from rules or actions of show management or the general contractor; (vi) resulting from poor packing performed by any entity other than Nth Degree;(vii) RESULTING FROM THE THEFT (OTHER THAN BY NTH DEGREE) OR LOSS OF PRODUCTS, DEMONSTRATION ITEMS, DISPLAYS, LITERATURE AND OTHER ITEMS AND MATERIALS THAT ARE NOT EXHIBIT COMPONENTS; (viii) resulting from any matter or thing not within the control of Nth Degree or resulting from the acts or omissions of others not in the control of Nth Degree, including, without limitation, fire, acts of God, theft, vandalism, strikes or lockouts.
- Warranty and Disclaimer. Nth Degree warrants that it will perform the Services in a good and workmanlike manner. Nth Degree DISCLAIMS ALL OTHER AND FURTHER WARRANTIES ON SERVICES AND MATERIALS FURNISHED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS; and the stated express warranty herein is in lieu of all obligations or liabilities on the part of Nth Degree arising out of or in connection with the performance of the Services.
- LIMITATION OF LIABILITY/INDEMNIFICATION: NOTWITHSTANDING ANY OTHER PROVISION OR AGREEMENT BETWEEN THE PARTIES, NTH DEGREE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES (WHETHER OR NOT NTH DEGREE IS ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM) FOR (a) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM DELAY OR LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, (b) INJURIES TO PERSONS OR DAMAGE TO PROPERTY UNLESS CAUSED PRIMARILY BY ITS NEGLIGENCE OR WILLFUL MISCONDUCT, (c) ANY INJURY , LOSS OR DAMAGE OCCURRING AFTER NTH DEGREE STAFF’S WORKING HOURS, OR WITH RESPECT TO PROPERTY OR BOOTH SPACE WHILE NTH DEGREE STAFF IS NOT PRESENT AND ACTIVELY WORKING ON SUCH PROPERTY OR IN SUCH SPACE, OR WITH RESPECT TO PROPERTY THAT IS NOT IN THE CUSTODY OF NTH DEGREE, (d) ANY INJURY, LOSS OR DAMAGE RESULTING FROM FOLLOWING THE INSTRUCTIONS OF CLIENT OR ANY REPRESENTATIVE OF CLIENT, OR FROM ANY DEFECT IN THE MANUFACTURE OR DESIGN OF CLIENT’S EXHIBIT, (e) ANY DAMAGE, CLAIM OR LOSS RELATED TO ANY HEALTH, SAFETY OR SECURITY SERVICES PROVIDED OR NOT PROVIDED, (f) THE CRIMINAL ACTS OF ANY PARTY OTHER THAN ITSELF, OR (g) ANY CLAIM NOT PRESENTED WITHIN 90 DAYS AFTER THE CLOSING DATE OF THE SHOW OR EVENT FROM WHICH THE CLAIM ARISES. NTH DEGREE’S LIABILITY FOR DAMAGE TO PROPERTY SHALL BE FURTHER LIMITED TO LIABILITY FOR THE PHYSICAL LOSS OF OR DAMAGE TO PROPERTY ONLY AND IS LIMITED TO THE LESSER OF (i) $0.30 PER POUND PER LOST OR DAMAGED ITEM AND (ii) $1,000.00 PER SHIPMENT PER EXHIBIT.NOTWITHSTANDING ANY OTHER PROVISION OR AGREEMENT BETWEEN THE PARTIES, NTH DEGREE’S TOTAL AGGREGATE LIABILITY TO CLIENT, REGARDLESS OF CAUSE OF ACTION, RELATED DIRECTLY OR INDIRECTLY TO THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT TO NTH DEGREE WITH RESPECT TO THE APPLICABLE WORK ORDERClient shall defend, indemnify and hold Nth Degree, its affiliates, contractors, successors and assigns, and their respective officers, directors, employees and agents harmless from and against any and all loss, cost, expense or liability (including reasonable attorneys’ fees, experts’ fees and court costs) incurred in connection with any third party demands, assertions, claims, suits, actions or other proceedings related to the services hereunder, the facility in which they are provided, or Client’s property (each, a “Claim”) alleging personal or bodily injury, death, or property damage, to the extent such Claim, injury, death, and/or damage results from causes described in (c) through (f) above of this section 5.
- Confidentiality. Each party shall not, for its own account or on behalf of any third party, at any time after the date hereof, disclose, communicate or divulge to any individual, corporation, firm or other entity (“Person”), or use for its own benefit or the benefit of any Person any information given to such party in confidence relating to the conduct or details of the business of the other party, including, but not limited to, customer lists and customer contacts, cost information, pricing, architectural drawings or plans, schematics, forms, databases, sales strategies, marketing methods, and finances. The parties acknowledge that Nth Degree’s pricing information shall be considered confidential information hereunder.
- Payment Terms. Payment terms are based upon agreed upon terms between Nth Degree and Client which have been communicated in either written (email) format or through a mutually executed Services Agreement. In the absence of written agreement between the parties, payment terms will be 100% prepaid no later than three (3) days before services commence. Unless otherwise expressly agreed, all amounts not paid when due shall bear interest at the rate of 1.5% per month, or the highest rate permitted by applicable law, if lower. In the event Client disputes a portion of any invoice received from Nth Degree, Client agrees to pay upon receipt of such invoice the charges or portions thereof which are not in dispute. Client agrees to pay all costs and expenses of litigation, including reasonable attorneys’ fees, that Nth Degree incurs in enforcing its rights to payment hereunder.
- Information Privacy. Nth Degree’s Privacy Policy may be accessed at https://www.nthdegree.com/privacy-policy/ and is incorporated herein.
- Governing Law, Jurisdiction and Venue; Force Majeure; Severability. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Georgia, without giving effect to such state’s rules regarding conflict of laws. The parties acknowledge that this is a Georgia contract, and that Georgia is a proper venue for any action regarding this Agreement brought against Client or Nth Degree. Nth Degree and Client hereby waive any and all objections they may otherwise have to venue in Georgia and hereby consent to venue and jurisdiction in a Georgia court having appropriate subject matter jurisdiction; and specifically, and without limitation, Nth Degree and Client consent to venue and jurisdiction in the Superior Court of Gwinnett County, Georgia. No party shall be liable for any failure to perform its obligations in connection with the matters set forth herein where such failure results from any cause beyond such party’s reasonable control, including, but not limited to, acts of God, fire, earthquake, natural disaster, accident, act of government, labor strike or unrest, civil unrest, acts of war or terrorism, epidemic, dangerous weather conditions, transportation failure, national or local state of emergency, or other similar events or conditions of any character. If any provision, covenant, or clause of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision, covenant, or clause of this Agreement.
Version 2024-06-15