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VERTICON 2025 Rules & Regulations

By submitting an Application for Space, Exhibitor agrees to comply with the following VERTICON 2025 Rules & Regulations (the “VAI Rules & Regulations”), and to ensure that its officials, officers, directors, managers, members, employees, agents, representatives, patrons, guests, invitees, contractors, and subcontractors also comply.

  1. Exhibition Objectives
    To promote interest in, and demand for, products and services for all aspects of the Vertical Aviation industry.
  2. Trade Show/Exposition Management The VERTICON® annual trade show and exposition (the “Show”) is produced by and is the property of Vertical Aviation International, Inc. (“VAI”). VAI will provide all trade show/exposition management functions.
  3. Primary Exhibitor Contact Responsibility
    Each exhibiting company (“Exhibitor”) shall designate on the Application for Space at least one (1) person to act as official representative (“Primary Exhibitor Contact”) for the purpose of receiving correspondence and materials relevant to VERTICON 2025 and acting as the official contact between the Exhibitor and VAI. The Primary Exhibitor Contact shall be authorized to enter into any binding agreements in connection with the Show and/or as may be necessary for fulfillment of obligations to VAI and to other contractors, subcontractors, and consultants.
  4. Acceptance of VAI Rules & Regulations
    These VAI Rules & Regulations incorporate by reference the Exhibitor Planner, the Application for Space, all other directions issued or to be issued by VAI, or Global Experience Specialists (“GES”), and any policies and procedures established by the City of Dallas (the “City”), the Kay Bailey Hutchison Convention Center Dallas (the “KBHCCD” or the “Facility”), and Dallas Fire & Rescue including but not limited to the City’s Policies, Rules and Regulations for use of the KBHCCD (available here). Exhibitor shall comply with all applicable federal, state, county, and local laws, and ordinances. To the extent there is an inconsistency between the VAI Rules & Regulations and any document incorporated by reference, the rule imposing a greater obligation on the Exhibitor shall apply and take precedence. By submission of an Application for Space, the Exhibitor: (a) agrees to abide by the VAI Rules & Regulations; (b) signifies that it understands and agrees that its right to the use of space allocated to it for VERTICON 2025 by VAI’s management (“VAI Show Management”) is contingent upon Exhibitor’s cooperation with VAI Show Management and compliance with the VAI Rules & Regulations; (c) warrants that the representations made by Exhibitor in its Application for Space, and all other representations made by Exhibitor to VAI Show Management, are true, accurate, and complete; (d) warrants that it either possesses or will possess as of March 10, 2025, all licenses, certifications, and permits as may be required under federal, state, county, or local laws or regulations of the state and locality in which the Show is being held; (e) warrants that it possesses all insurance required by the VAI Rules & Regulations; and (f) that the person submitting the Application for Space on behalf of the Exhibitor is authorized to do so and authorized to bind the Exhibitor to the commitments and obligations set forth in the VAI Rules & Regulations. Also, by submission of an Application for Space, Exhibitor agrees that its violation of any portion of the VAI Rules & Regulations including any other directions incorporated herein shall be grounds for termination of Exhibitor’s right to the use of space allocated to it by VAI Show Management and forfeiture of all fees paid by Exhibitor for VERTICON 2025, and such other remedies as may be appropriate in VAI’s sole discretion. Violating Exhibitors will be ineligible for VERTICON 2025 Lotteries 1 and 2, and/or the violating Exhibitor’s placement on the show floor will be subject to change in VAI’s sole discretion. The Exhibitor Planner and the VERTICON 2025 website represent a good-faith attempt by VAI to describe VERTICON 2025 to prospective Exhibitors. VAI is not responsible for errors contained therein. Because there are many details and aspects of VERTICON 2025, the Exhibitor Planner is not warranted to be complete. Prospective Exhibitors are expected to contact VAI for further information. All matters and questions are subject to the discretion of VAI Show Management. In addition, while the Exhibitor Planner and the VERTICON 2025 website represent VAI’s good-faith effort to describe its plans for VERTICON 2025, the information and rules contained in the Exhibitor Planner and website are subject to change at any time by VAI Show Management and such changes shall be binding upon Exhibitors. Moreover, the policies and rules and regulations of the KBHCCD may change from time to time and such rules and regulations, as changed, shall be binding on each Exhibitor. VAI reserves the right to change the VERTICON 2025 content, timing, speakers, or venue, without notice or liability to Exhibitor. By submitting the Application for Space, the exhibitor accepts all booth pricing , including the mandatory media fee, set forth in within the Application for Space.
  5. Exhibit Eligibility
    Exhibits shall only feature products and services for one or more aspects of the Vertical Aviation industry. VAI reserves the right to deny space to any company whose products and services are not directly related to Vertical Aviation. VAI reserves the right to determine the eligibility of a company or its product for inclusion in the exhibits and reserves the right to remove or modify exhibits that, because of noise, method of operation, materials, or for any other reason, become objectionable to VAI. VAI also reserves the right to prohibit or remove any exhibit that, at VAI’s sole discretion, does not meet the exhibit eligibility criteria of this Section 5 or may detract from the general character or purpose of the Show as a whole. VAI also reserves the right to prohibit any Exhibitor or any of its officials, officers, directors, managers, members, employees, agents, contractors, subcontractors, representatives, patrons, guests, or invitees from exhibiting in or attending the Show that, in VAI’s sole discretion, demonstrated unprofessional behavior during a prior VERTICON or HELI-EXPO annual trade show and exposition. VAI reserves the right to require an Exhibitor to modify or remove exhibits, even after they are on the Show floor. In such event, VAI shall not be liable to any Exhibitor for any refund of exhibit fee, expenses incurred by the Exhibitor, or any cost, damage, expense, or loss of revenue. The acceptance or rejection of any company or product for exhibit space does not constitute or imply endorsement of or judgment about the merit of the company or its product(s) or service(s).
  6. Booth/Space Assignment
    Assignment of space is determined by two (2) separate lotteries: Lottery 1 and Lottery 2 (click here for more information). VAI will make commercially reasonable effort to accommodate each Exhibitor’s preferred location; however, VAI cannot guarantee placement in any space selections requested by Exhibitors. VAI reserves the right to assign space subject to such parameters as booth size and design, maximum attendee traffic flow, relationship to similar exhibits, and availability.
  7. Show Materials
    Exhibitors will be listed in the VERTICON 2025 Show materials by the organization’s name, exactly as provided by the Exhibitor under “Exhibiting as Company Name” on the Application for Space. If a different listing is preferred, notification must be provided in writing to VAI Show Management by January 24, 2025 — restrictions do apply. Applicable permits, licenses, and insurance coverages shall be issued to, identify, include, or otherwise reference the Exhibitor’s company name.
  8. Booth Types – Click here for the booth types VAI anticipates will be used for VERTICON 2025.
  9. Booth Specifications and Height Restrictions
    All exposed parts of any display must be finished so as to be in good working condition, safe, and consistent with the general character of the Show. VAI may order draping at the Exhibitor’s sole expense, for units with exposed wire structures, electrical wires, etc., along an aisle or at the edge of booths. Such exposure usually occurs when the Exhibitor has not clearly thought out the layout of island displays, or with units that sit out from the back wall/drapes and/or curve toward the front of the booth (pop up exhibits), and are usually, but not necessarily, located at the end of an aisle. All display material and demonstrations must be confined to the limits of the Exhibitor’s purchased display space. Normal aisle traffic cannot be interfered with at any time, for any reason. Only rotor blades may extend into aisles (such extensions must be over 7′ from the ground and may not extend more than 5′ into aisles). Hardback booths must be designed to provide a minimum of 9″ clearance to the rear booth line for access to electrical service. If access to electrical equipment is not available, electric power may be denied. No products, equipment, or booth construction may be placed in such a way as to obstruct the view of neighboring exhibits from visitors passing through the aisles, as determined solely by VAI Show Management. No part of the exhibit or other materials may be posted, nailed, or otherwise affixed to walls, doors, or other surfaces in a way that might damage, mar, or deface the exhibit area premises, booth equipment, or furnishings. Exhibitor must surrender exhibit space in the same condition as at the commencement of occupation. For the entirety of the Exhibitor’s occupation, Exhibitor is responsible for the removal and proper disposal of all exhibit-related trash including, but not limited to, crates, lumber, unused packing materials, and shall place all such trash and unused packing materials in designated receptacles. Exhibitor shall be solely responsible for any damage to the premises caused by Exhibitor or Exhibitor’s officials, officers, directors, managers, members, employees, agents, contractors, subcontractors, representatives, patrons, guests, or invitees, or for any cleanup required to return Exhibitor’s exhibit space to the same condition as at the commencement of Exhibitor’s occupation, and Exhibitor shall pay VAI and/or the Facility owners for any damage upon written demand. Exhibitor is solely responsible for receipt, storage, or holding of equipment or materials related to its display. Exhibitor shall not sell, rent, or otherwise provide wire or wireless communications equipment or related network connection and access services, or electrical or utility services.
  10. Booth Staffing
    Exhibits shall not be dismantled before 4:00 p.m. local time on the final day of the Show. Early dismantling may result in Exhibitor being charged a fee and ineligibility for future VERTICON lottery drawings. Booths must be staffed during the hours of the Show as stated in the Exhibitor Planner.
  11. Delivery and Removal During Show
    No delivery or removal of any portion of an exhibit will be permitted during days of the Show without prior permission of VAI Show Management.
  12. Cancellation/Reductions
    Exhibitor may withdraw from the Show subject to the following conditions and restrictions: (a) Exhibitor shall give VAI Show Management written notice of Exhibitor’s intent to withdraw all, or part of, Exhibitor’s assigned exhibit space and shall be subject to the following cancellation fees (refunds may be issued by VAI at any point in time during or after the Show): (i) Prior to November 8, 2024, a cancellation fee of 25% of the total exhibit space will be retained by VAI; (ii) If the Exhibitor provides notice of cancellation/withdraw between November 8, 2024 and December 6, 2024, a cancellation fee of 50% of the total exhibit space will be retained by VAI; and (iii) If notice is received on or after December 6, 2024, no refund will be made; (b) Exhibitors cancelling an entire exhibit shall also release their hospitality suites reserved with the hotels listed in the VAI housing block; (c) If VAI does not receive complete payment by the stated payment deadlines, VAI will assume that the Exhibitor has cancelled the exhibit space; (d) Reductions that result in open space that VAI Show Management is unable to sell may result in booth reassignment for an Exhibitor reducing the size of its booth; and €(e) Applications for Space submitted after the December 6, 2024 cancellation deadline are not eligible for any refund, but Exhibitor will be eligible for Lottery 1 of VERTICON 2026, if Exhibitor notifies VAI, in writing, before January 30, 2025, of its intent to withdraw from the Show. This will allow VAI Show Management time to relocate another exhibiting company to the space or plan a use for the empty space. Cancellation fees or booths that do not receive a refund are not able to be applied as a credit toward current or future year fees.
  13. Sharing/Subletting of Space
    Each exhibiting company or division thereof must submit a separate Application for Space. Each exhibiting company is required to purchase a minimum of 100 net square feet and pay the media fee. Exhibitor shall not assign, sublet, or share the whole, or any part of, the exhibit space (“Sharing Space”) purchased without the prior knowledge and written consent of VAI Show Management. The display or advertising of a third party’s product constitutes Sharing Space. Failure to receive written consent from VAI to share exhibit space in advance (including displaying the advertising of another company’s product or service) may result in the removal of Exhibitor(s) from the exhibit space or an additional exhibit charge of $3,400 per 10′ × 10′ space and/or $4,050 per 20′ × 40′ static space, per company, per space. If Exhibitor(s) sharing exhibit space is/are not a member of VAI, the charge per company will be $4,900 per 10’ × 10′ exhibit space and/or $5,550 per 20′ × 40′ static space.
  14. Fault of Occupancy
    Any Exhibitor failing to occupy reserved space by 3:00 p.m. local time on March 10, 2025, shall forfeit the space without reimbursement. Exhibitors arriving after this time must contact VAI Show Management to determine if space is still available and, if so, to schedule Exhibitor’s move-in. Exhibitors arriving late may be given exhibit space different from their original assigned space at the sole discretion of VAI Show Management and may be required to wait until after the exhibit hall closes in order to move-in.
  15. Unoccupied Space
    VAI shall have the right to use any unoccupied space beginning at 3:00 p.m. local time on March 10, 2025, to suit its own convenience, including relocating an exhibit or selling the space to another Exhibitor without any rebate or allowance to the defaulting Exhibitor. VAI assumes no responsibility for having included the name of the defaulting Exhibitor, or description of company products/services in any printed or electronic materials related to the Show.
  16. Distribution of Materials
    Publications and advertising material of any description may only be displayed and distributed within the display space(s) assigned to the Exhibitor presenting such material. No Exhibitor is permitted to distribute materials outside of their assigned exhibit space. Exhibitor is not permitted to display or distribute advertising materials, of any description, booth-to-booth. Materials distributed to other booths will be confiscated. All Exhibitor advertisements shall comply with the KBHCCD’s Policies, Rules and Procedures, and Exhibitors shall not dim, cover, block, or obstruct any fixed advertising panels which have been placed in the KBHCCD without prior written consent from VAI Show Management.
  17. Direct Selling
    Selling on the Show floor (payment received and product or service delivered on-site) is prohibited except where specifically authorized in writing and in advance by VAI Show Management. Exhibitor bears sole responsibility, including cost(s), to obtain all licenses and permits necessary for conducting such business in the state and locality in which the Show is being held.
  18. Canvassing and Solicitations
    Except by exhibiting companies within their respective assigned booth(s), canvassing and solicitations are prohibited outside the KBHCCD. Canvassing by Exhibitors outside their assigned booth(s) is prohibited except where specifically authorized in advance and in writing by VAI Show Management. Examples include but are not limited to dropping promotional materials in booths, publication bins, food courts, etc. Solicitations for charitable contributions of any kind are not permitted unless approved in advance and in writing by VAI Show Management.
  19. Badges & Show Floor Access
    Exhibitor badges are required for access to the exhibit halls during move-in, show days, and move-out. Exhibitor may use its badge allotment for exhibit staff only. VERTICON 2025 exhibitor badges are non-transferrable.  An exhibitor badge may only be used by the Exhibitor staff individual to whom it is issued for the duration of the Show. If Exhibitor utilizes the services of an Exhibitor Appointed Contractor (“EAC”) or third-party contractor during official show hours, Exhibitor must provide exhibitor badges for those personnel. During hours other than official show hours, approved EACs are required to wear set-up and teardown security wristbands.  EACs may only provide services in the facility that are not designated by the facility or VAI Show Management as “exclusive” to a designated provider.  No EAC will be allowed to access the show floor or work in an Exhibitor’s space unless both VAI Show Management and GES have received the proper paperwork and proof of insurance.
    • Exhibitor badges allow access onto the show floor beginning at 8:00 am during move-in, move-out, and on show days. Access outside these or other posted hours must be pre-approved by VAI show management.
    • Any events held before or after show hours must be pre-approved in writing by VAI show management. Exhibitors must hire the necessary security for any events that occur outside of show hours.
    • Attendee badges allow access only during show hours.
    • Press badges allow show floor access 1 hour before and 1 hour after show floor hours during show days.
  20. Dress Code
    Persons under the control of Exhibitor including Exhibitor’s officials, officers, directors, members, managers, employees, contractors, subcontractors, agents, and representatives must be appropriately attired at all times. Exhibitor agrees to comply with any request made by VAI Show Management with respect to change in Exhibitor’s attire, if in VAI Show Management’s sole determination, the attire of an Exhibitor is not appropriate.
  21. Copyrights, Music Licensing, and Noise Levels
    Exhibitor warrants and represents that no music, literary or artistic work, or other property protected by copyright, nor the name of any performing individual or group protected by trademark, will be performed, reproduced, or used by Exhibitor for its exhibit during VERTICON 2025, unless Exhibitor has previously obtained a license from the copyright or trademark holder. Exhibitor acknowledges that if events require the use of live or recorded music protected by U.S. copyright laws, such performances will not be permitted at VERTICON 2025 without prior written approval from VAI Show Management. Exhibitor shall be responsible for obtaining required licenses including but not limited to licenses from any or all of the American Society of Composers, Authors, and Publishers, Broadcast Music, Inc., or the Society of European Stage Actors and Composers. Exhibitors failing to comply with this rule will solely be responsible for all fees, damages, fines, and/or penalties due to music licensing agencies.  Exhibitor agrees to defend, indemnify, and hold harmless VAI and its affiliates, officials, officers, directors, members, managers, employees, contractors, subcontractors, agents, representatives, and related organizations and their officials, officers, directors, employees, contractors, subcontractors, agents, and representatives, against any and all expenses, damages, claims, suits, losses, actions, judgments, liabilities, and costs whatsoever (including legal fees) arising out of, connected with, or resulting from, any failure by Exhibitor to possess the proper licenses for use of live or recorded music, literary or artistic work, or other property protected by copyright or trademark. No artistic performance shall be broadcast or televised or in any manner recorded for reproduction without prior written consent of VAI Show Management. Excessive sound can be offensive and distracting. Each Exhibitor is responsible to create and maintain an atmosphere that is conducive to conducting business, without excessive noise. Any audio equipment, whether in the booth or as part of the display, may not exceed a reasonable sound level, as determined solely by VAI Show Management. Furthermore, any use of enhanced sound systems (including, but not limited to, the use of live bands) requires the prior written consent of VAI Show Management. Exhibitor shall comply with the following to ensure the appropriate business atmosphere for VERTICON 2025:
    • Self-supported audio equipment must be directed inward, toward the Exhibitor’s exhibit space, as opposed to outwardly toward aisles or neighboring exhibits.
    • Audio equipment must not violate the height restriction applicable to the Exhibitor’s booth. At any time, if sound levels are determined by VAI Show Management, in its sole discretion, to be excessive and/or distracting to other Exhibitors, or otherwise undesirable, VAI Show Management shall have the right to take any action it deems appropriate under the circumstances. Such actions may include, but are not limited to, requiring Exhibitor to reduce the sound or limit its duration, or disconnecting the electrical service of the Exhibitor generating the sound.
  22. Food and Beverage
    Exhibitor shall not bring into the KBHCC, or any of its facilities, any food, whether prepared or unprepared or beverages of any kind whatsoever, including but not limited to alcoholic beverages, without the prior written consent of VAI and the KBHCC. Exhibitor shall not sell or serve beverages or food from its booth space that competes in any way with the food and beverage service of the KBHCC, which shall have the sole authority to give approval for the service of food or beverage. Exhibitor shall solely be responsible for payment of fees/charges imposed by the KBHCC, or its designated provider, for distribution of food or beverages. All policies of the KBHCC and its catering vendor must be followed by exhibitors.
  23. Property Left on Premises
    Premises include all spaces within and around the Facility including, but not limited to lobby areas, public halls, corridors, stairways, doorways, egress paths, lobby areas, loading docks, marshalling facilities, parking facilities, exhibit halls, and meeting rooms. VAI reserves the right to remove or have removed from the Facility all effects of Exhibitor remaining after March 13, 2025, and, at VAI’s sole discretion, to store, to dispose of, or have stored, these effects wherever VAI, GES, the KBHCC, or the City determines.  VAI shall not be liable in any way to Exhibitor on account of the removal, storage, or destruction of any effects. Exhibitor shall be solely responsible for any storage, delivery, removal, restoration, and disposal costs, fines, fees, and/or penalties.
  24. Outside Exhibits and Activities
    Exhibitor agrees not to take advantage of the Show to exhibit products, or services, nor to promote or otherwise exploit Exhibitor, its product(s) or product name(s), outside the premises of the KBHCC, or any of the hotels listed in the VAI housing block, during the period of VERTICON 2025.  Exhibitor shall not entertain visitors during VERTICON 2025 programs or exhibit hours in a rented function room or facility, or otherwise entice attendees, exhibitors, guests, or visitors away from any VAI-sponsored activities.  Any violation of the restrictions in this paragraph could result in Exhibitor’s expulsion from participating in VERTICON 2025.
  25. Fire Regulations
    Smoking, including vaping, is prohibited at the Facility and on its premises, including any portion of the KBHCC, the courtyards between exhibit halls, or on any outside balcony. Absolutely no storage is allowed in the electrical alleys located behind or between booths or behind drapes in back of booths. Literature for display or distribution shall be limited to a one-day supply. Reserve supplies of literature must be stored outside the facility. Combustible waste, such as broken crates, empty boxes, packing materials, etc., shall not be stored in the exhibit halls, meeting rooms, or exit areas. All curtains, bunting, draping, etc. must be made of flame-retardant materials. Exhibitors shall comply with all federal, state, and local fire and building codes that apply to places of public assembly (see the prevailing N.F.P.A. Life Safety Code 101 — available for purchase and downloading at nfpa.org) and with KBHCC’s Safety and Fire Regulations, which will be available in the Exhibitor Services Kit. Firefighting and emergency equipment may not be hidden or obstructed, including fire extinguishers, strobes, fire hose cabinets, fire alarm pull stations, and standpipes. All emergency exits, hallways, sidewalks, ramps, driveways, public utility access points, and aisles must be kept clear and unobstructed. The doors, skylights, stairways, or openings that reflect or admit light into any place in the building, including hallways, fire hose cabinets, and housing lighting equipment must not be covered or obstructed. Fire lanes must be maintained at all times on the loading dock. Exhibitors should be aware that state, local, or municipal codes may impose requirements regarding the minimum or maximum fuel levels applicable to aircraft to be used in exhibits, and that these codes may vary by venue. While some codes require fuel tanks to be topped off, others require fuel tanks to be purged and capped. Exhibitors shall ascertain and comply with all applicable codes, rules and regulations of the state, locality, or municipality in which the Show will take place.
  26. Liability and Indemnification (i) EXHIBITOR AGREES TO ASSUME ALL RISK AND LIABILITY AND TO INDEMNIFY, DEFEND (AT VAI’S OPTION) AND HOLD HARMLESS VAI,  GES, THE STATE OF TEXAS, THE KBHCCD, THE CITY OF DALLAS AND THEIR OFFICIALS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AFFILIATES, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, AND CONSULTANTS , FROM AND AGAINST, ANY AND ALL CLAIMS, DEMANDS, INJURY, DEFENSE COSTS, LIABILITIES, JUDGMENTS, LOSS, EXPENSES, OR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH (A) ANY DAMAGE, FIRE DAMAGE, THEFT, DESTRUCTION, OR LOSS OF ANY PROPERTY BELONGING TO OR IN THE POSSESSION OR CONTROL OF EXHIBITOR AND ITS OFFICIALS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AFFILIATES, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, CONSULTANTS, PATRONS, GUESTS, OR INVITEES (THE “COVERED EXHIBITOR PARTIES”),(B) ANY INJURY (INCLUDING BODILY INJURY OR DEATH) TO ANY OF THE COVERED EXHIBITOR PARTIES, AND/OR (C) ANY DAMAGE, FIRE DAMAGE, THEFT, DESTRUCTION, OR LOSS OF ANY PROPERTY BELONGING TO VAI, GES, THE STATE OF TEXAS, THE CITY OF DALLAS OR THE KBHCCD, OR ANY OTHER EXHIBITOR RELATING TO, ARISING OUT OF, CAUSED BY, OCCASIONED BY, OR IN CONNECTION WITH: (I) THE EXHIBITOR’S PARTICIPATION IN OR PRESENCE AT VERTICON 2025, INCLUDING BUT NOT LIMITED TO EXHIBITOR’S INSTALLATION, REMOVAL, MAINTENANCE, OCCUPANCY OR USE AT THE KBHCCD PREMISES, OR ANY PART THEREOF; (II) ANY ACT OR OMISSION OF ANY OF THE COVERED EXHIBITOR PARTIES, OR (III) EXHIBITOR’S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THE VAI RULES & REGULATIONS, INCLUDING, BUT NOT LIMITED TO, ALL OBLIGATIONS INCORPORATED BY REFERENCE, INCLUDING ALL POLICIES, RULES, AND REGULATIONS OF THE KBHCCDAND THE CITY OF DALLAS. EXHIBITOR IS SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGE TO THE KBHCCD PREMISES CAUSED BY ANY OF THE COVERED EXHIBITOR PARTIES. THE FOREGOING SECTION 26(i) SHALL NOT APPLY TO THE PORTION OF LIABILITY ATTRIBUTABLE TO THE SOLE NEGLIGENCE OF VAI; HOWEVER, TO THE EXTENT VAI HAS ANY LIABILITY TO EXHIBITOR UNDER THIS AGREEMENT, SUCH LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY EXHIBITOR IN EXHIBIT FEES TO VAI FOR VERTICON 2025.
  27. Insurance and Certificate of Insurance Requirements
    Without limiting the rights to indemnification in paragraph 26, Exhibitor shall maintain, at Exhibitor’s expense, any and all necessary insurance coverages for Exhibitor and any other individual or entity, including contractors, Exhibitor retains for activities related to VERTICON 2025, for the entire duration of VERTICON 2025 (license period: March 4, 2025 through March 15, 2025 local time.)  At a minimum, Exhibitor’s insurance shall satisfy the following requirements: (1) Comprehensive General Liability Insurance, or Commercial General Liability Insurance covering all operations by or on behalf of Exhibitor with a limit of at least one million U.S. dollars ($1,000,000) per occurrence and three million U.S. dollars ($3,000,000) per aggregate. The policy shall include coverage for Bodily Injury (including death), Broad Form Property Damage, and liabilities arising out of Premises, Operations, Independent Contractors, Products/Completed Operations, Personal & Advertising Injury, and Contractual Liability. The policy shall also include Damage to Rented Premises and Fire Legal Liability; (2) Comprehensive Automobile Liability Insurance covering owned, hired, and non-owned vehicles with a minimum combined bodily injury (including death) and property damage limit of one million U.S. dollars ($1,000,000) per occurrence and such insurance shall include coverage for loading and unloading hazards; (3) (a) Workers’ Compensation Insurance as required by law, including Texas statutes, covering all of Exhibitor’s employees and agents (Exhibitor shall require all contractors to also obtain Workers’ Compensation Insurance as required by law); (b) Employers’ Liability Insurance with limits of at least one million U.S. dollars ($1,000,000) for any one accident, one million U.S. dollars ($1,000,000) for disease each employee, and one million U.S. dollars ($1,000,000) disease limit; and, as applicable (4) Umbrella or Excess Liability Insurance of at least two million U.S. dollars ($2,000,000) per occurrence and two million U.S. dollars ($2,000,000) annual aggregate covering all General Liability, Automobile Liability, and Employer’s Liability policies.  The policy shall be on a following form basis with respect to all underlying coverages. Exhibitor is responsible for payment of any retention or deductible. All coverage specified above shall be on a primary and non-contributory basis; and each insurance policy shall be issued by a carrier authorized in the State of Texas and acceptable to VAI and the City of Dallas. Exhibitor’s insurance shall name as additional insured and hold harmless, without any restrictive modifications, the following entities and their officers, officials, directors, representatives, agents, and employees: VAI, GES, the KBHCCD, the City of Dallas, and any other necessary party/parties required by VAI Show management.  Exhibitor’s insurance shall also provide for a waiver of subrogation in favor of the aforementioned parties and their officers, officials, directors, representatives, agents, and employees.  Exhibitor shall provide VAI with certificates of insurance as well as copies of the endorsements adding the specified parties as additional insureds, providing waivers of subrogation, and stating Exhibitor’s insurance is primary and non-contributory no later than January 31, 2025. All insurance certificates and endorsements must be in a form reasonably acceptable to VAI and should be emailed to insurance@rotor.org.  In the event of cancellation or non-renewal of insurance, Exhibitor shall provide VAI with at least thirty (30) days’ prior written notice, and ten (10) days’ prior written notice of cancellation if cancellation is for non-payment of premium. Exhibitor is solely responsible for the safeguarding of all materials, equipment, and displays at all times. Exhibitors are strongly encouraged to obtain Business Interruption and Property Damage Insurance covering theft and damage to property for the entire duration of VERTICON 2025 (as referenced above) to include shipping to and from the Show, installation, move-in, show days, dismantle, and move-out. Exhibitor acknowledges that VAI, GES, the KBHCCD, and the City of Dallas do not and will not maintain insurance covering the Exhibitor’s property. In addition to the minimum requirements listed above, Exhibitors displaying and/or operating aircraft in conjunction with VERTICON 2025, whether flown to or trucked/trailered to the KBHCCD, shall maintain additional insurance coverages for said aircraft as required by VAI and the City of Dallas.  Complete details regarding aircraft operations, including insurance requirements, are outlined in VAI’s Exhibiting Aircraft & Flight Operations Guidelines/Pilot Safety Handbook. VAI reserves the right to review and/or modify these insurance requirements at any time and as may be required by the City of Dallas.
  28. Americans with Disabilities Act
    Concerning the Americans with Disabilities Act (“ADA”), Exhibitor shall be responsible for and shall comply with non-permanent accessibility requirements for any activities of Exhibitor in Exhibitor’s assigned exhibit space, such as, but not limited to, auxiliary aids for the visually impaired, hearing impaired and mobility impaired. Exhibitor agrees to indemnify, defend (at VAI’s option) and hold harmless the INDEMNIFIED PARTIES from and against any and all claims, demands, costs, expenses, fees (including attorneys’ fees) or damages arising out of or in connection with an allegation that the programs or activities provided by Exhibitor pursuant to the Agreement violate the ADA.
  29. Enforcement of Rules
    VAI has full power of interpretation and enforcement of these rules. Exhibitors or their officials, officers, directors, members, managers, affiliates, employees, agents, contractors, subcontractors, patrons, guests, invitees, or representatives who fail to comply with federal, state, and local laws or ordinances, or who fail to observe the terms and conditions of this Agreement, or who, at VAI’s sole discretion, conduct themselves in a manner inconsistent with the rights of other Exhibitors to display their products or services to attendees, or who act in an unprofessional manner or in a manner unfavorable to the image of VAI may be removed from the exhibit floor without refund or other appeal, and may be barred from future VAI trade shows and expositions. This includes persons, things, printed matter, or anything that might be objectionable to VAI. Additionally, VAI and the KBHCCD retain the right to remove from the premises any and all disorderly officials, officers, directors, affiliates, employees, representatives, agents, guests, invitees, or patrons of Exhibitor and the right to eject any disorderly person or persons from the KBHCCD or any of its facilities; in the event of the exercise of this authority, Exhibitor waives any and all claims for damages against VAI, GES, the KBHCCD and the City of Dallas.
  30. Default
    Exhibitor’s material violation of the VAI Rules & Regulations shall be grounds for termination of Exhibitor’s right to the use of space allocated to it by VAI, forfeiture of all fees paid by Exhibitor for VERTICON 2025, and such other remedies as may be appropriate. An Exhibitor whose right to the use of space has been terminated shall be required to vacate and remove its exhibit, all merchandise, and business and personal property from VERTICON 2025. An Exhibitor in violation of the VAI Rules & Regulations will be ineligible for VERTICON 2026 Lotteries 1 and 2, and its placement on the Show floor will be subject to change in VAI’s sole discretion. Any failure, delay, or forbearance by VAI in insisting upon or enforcing any provision of the VAI Rules & Regulations shall not be construed as a waiver of, and shall not prejudice VAI’s right to enforce, such provision against any Exhibitor.
  31. Jurisdiction & Governing Law
    This agreement shall be deemed to have been entered into in the Commonwealth of Virginia, USA, whose body of laws shall at all times govern the interpretation and enforcement of this agreement without regard to principles of conflicts of law. Exhibitor and VAI agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these VAI Rules & Regulations. Any claim or suit between the parties under this agreement may only be brought in and decided by the state or federal courts in the Commonwealth of Virginia, and each party hereby waives any objection to each such venue and waives any claim that such claim or suit has been brought in an inconvenient forum. The parties’ consent to personal jurisdiction of such courts and waive any objection to such courts’ jurisdiction.  Each party shall bear its own attorney’s fees and costs.
  32. Entire Agreement
    The Application for Space and these VAI Rules & Regulations, including any documents referenced herein or any attachments, constitute the entire agreement between the parties, and supersede all oral or written representations by either party or any person acting on behalf of both parties, and all written agreements which may have been entered into between the parties.  No modification or revision shall be of any force or effect, unless the same is in writing and approved by VAI.
  33. Captions
    The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of the VAI Rules & Regulations.
  34. Severability
    If any term, provision, or covenant in the VAI Rules & Regulations is held to be invalid, void, or unenforceable, the remainder of the terms, provisions, and covenants in the VAI Rules & Regulations shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
  35. Assignment
    The Exhibitor may not assign or transfer its space at VERTICON 2025 or its rights under the VAI Rules & Regulations, in whole or in part, without the prior written consent of VAI Show Management.
  36. Force Majeure
    The VERTICON 2025 may be postponed or cancelled due to an uncontrollable event, including but not limited to fire, flood, earthquake, hurricane, storm, drought, and other extreme catastrophes or weather conditions, strike, lockout, failure of or threat of failure of facilities, equipment, mechanical or utilities, national emergency, global health crisis, epidemic, riots, terrorism, threats of terrorism, war, material or labor restrictions by any governmental authority, unavoidable casualty, industrial action, acts of God, unavailability of KBHCCD, severe curtailment of national transportation that represents a clear and adverse effect on the ability of attendees to attend the event, governmental directive or other event which would prohibit aircraft being flown into the City of Dallas or onto the KBHCCD premises, unavailability of the KBHCCD premises, or any other circumstances or events beyond the control of VAI. If VERTICON 2025 is cancelled for any reason set forth in this Section 36, VAI may return a portion of the Exhibitor’s display fee(s), but in no event shall the amount returned to Exhibitor exceed the total display fee(s) amount already paid by Exhibitor to VAI. Except as provided in this Section 36, VAI shall not, as a consequence of VERTICON 2025 being postponed or cancelled, be responsible for any cost, damage, expenses, or loss of revenue that may be incurred by the Exhibitor.
  37. No Waiver
    No waiver or failure to exercise any right, option, or privilege under the terms of these VAI Rules & Regulations on any occasion shall be construed to be a waiver of any other right, option, or privilege on any other occasion.
  38. Additional Provisions
    Exhibitor shall use the KBHCCD in a safe and orderly manner; and shall comply with all policies and directives governing the safe and orderly operation of the KBHCCD, including but not limited to the requirements set forth by the City of Dallas.

    Exhibitor further acknowledges and agrees that the KBHCCD may be used for other purposes, by other permittees during VERTICON 2025, and that Exhibitor shall not unreasonably interfere with any other permitted access or use. Exhibitor shall not use fog, haze, smoke effect, pyrotechnic or similar devices or materials without prior written permission from VAI Show Management.

    Exhibitor shall not cause or permit any nails, self-sticking tape, glue, or other type fasteners to be affixed or placed on any portion of the walls, carpets, furniture, railings, flooring, or premises of the KBHCCD, nor cause or permit any changes, alterations, repairs, painting or staining of any part of the premises or furnishing or the equipment thereof, nor do, nor permit to be done anything which will damage or change the finish or appearance of the KBHCCD or the furnishings thereof. Exhibitor will be responsible for any and all damage created by the action or inaction of its officials, officers, directors, affiliates, employees, agents, guests, invitees, patrons, contractors, or subcontractors.

    Exhibitor shall not bring to the KBHCCD any animals, other than service animals.

    Exhibitor shall not cause or permit any glitter or adhesive backed decals to be used or distributed in any portion of the KBHCCD.

    Exhibitor shall not use helium balloons within the KBHCCD without the prior approval of VAI Show Management.  If Exhibitor seeks and is given such approval, Exhibitor shall not cause or permit the distribution of any helium balloons, and it shall ensure that any such balloons are secured to a fixed object. Metallic and Mylar balloons are prohibited at all times.

    Exhibitor shall permit the KBHCCD to provide all utility services and all electrical connections required for Exhibitor’s display.  Exhibitor shall not connect into floor boxes, wall or column outlets, or any other electrical outlets.

    Exhibitor shall not display nor permit its agents or permitted entrants to display any drug paraphernalia in the KBHCCD or on its premises.

    Exhibitor shall not use an unmanned aircraft inside the KBHCCD without receiving prior approval from VAI Show Management and the KBHCC.  Such use may be subject to additional insurance requirements and must comply with the City’s Policies, Rules and Regulations.

    Exhibitor and its officials, officers, directors, members, managers, affiliates, employees, agents, contractors, subcontractors, assignees, representatives, patrons, guests, and invitees shall observe and comply with all applicable laws, statutes, ordinances, rules, resolutions, regulations and acts of the United States, the State of Texas, and the City of Dallas. The cost of Exhibitor’s compliance is the responsibility of Exhibitor. Exhibitor shall also be responsible for obtaining any and all permits or licenses required by laws, ordinances, or other rules or regulations for Exhibitor’s exhibit space(s).

    Exhibitor shall not bring upon the premises any exhibit, equipment, or vehicle that, within the judgment of VAI Show Management or the KBHCCD, would be, or might be, dangerous to persons or property or otherwise incompatible with the structure, systems, and furnishings of the premises, without prior written permission from VAI Show Management.  Hazardous chemicals and materials, including, but not limited to, pesticides, herbicides, poisons, flammable and combustible liquids, hazardous gases, and chemicals (including oxidizers) are prohibited inside the KBHCCD.

    Exhibitor shall not bring gasoline, kerosene, diesel fuel, combustible gases, other flammable liquids, or oil flashlights (permanently or temporarily) into the KBHCCD at any time unless in accordance with the City’s Policies, Rules and Regulations.

    Exhibitor is responsible for removal of hazardous waste and must comply with all applicable federal, state, and local regulations.  Hazardous waste includes materials that are ignitable, corrosive, reactive, toxic, or biohazards. If materials are questionable, contact VAI Show Management.

    Exhibitor shall reimburse VAI for any and all costs or applicable administrative expenses, including costs for analysis and testing, incurred or paid by or charged to VAI for the removal and disposal of hazardous waste left in, or about, the KBHCCD.

    All aircraft that are flown to the KBHCCD for display at VERTICON 2025 must arrive at the KBHCCD with all fuel tanks less than full burn from the “Designated Staging Airport” to the KBHCCD.  VAI reserves the right to check fuel quantity prior to arrival at the KBHCCD, and all filling caps and vent lines on external and internal tanks must be taped to create a vapor seal prior to arrival at the KBHCCD. For aircraft that are “trucked or trailered” to the KBHCCD, the aircraft must arrive with no fuel, and the fuel system must be purged prior to arrival. Fueling and de-fueling is not permitted at the KBHCCD.