Terms & Conditions

The corresponding Exhibitor Application and these terms and conditions constitute the agreement (the “Agreement”) between the Exhibitor listed on such Exhibitor Application attached hereto (the “Application”) and vGMgt LLC, a Georgia limited liability company, doing business as Intersect Art and Design (hereinafter referred to as “IAD”) in connection with the art exhibition as selected by the Exhibitor in the Application, known as Intersect Palm Springs and/or Intersect Aspen (the “Exhibition” or the “Fair”). Intersect Aspen will be held Tuesday, July 30, 2024 through Saturday, August 3, 2024, at the Aspen Ice Garden, 233 W Hyman Ave, Aspen, CO 81611. Intersect Palm Springs will be held on Thursday, February 8, 2024 through Sunday, February 11, 2024, at the Palm Springs Convention Center, 277 N Avenida Caballeros,
Palm Springs, CA 92262.

The Exhibition provides a forum for Exhibitors to exhibit and sell artwork by art galleries, art dealers and professional design firms; and encourages meetings, lectures and interaction between galleries, artists, architects, designers, collectors, corporate and museum curators, critical writers, educators and students of the arts. With these goals in mind, and in consideration of the terms and conditions contained herein, and other valuable consideration, the receipt of which each party acknowledges, Exhibitor and IAD hereby agree as follows:

1. Acceptance

The Exhibitor Application corresponding to this Agreement signed by Exhibitor constitutes an offer by Exhibitor to lease one or more of the Exhibition Spaces from IAD. This Agreement will become a binding contract between Exhibitor and IAD only when IAD electronically countersigns the Exhibitor Application and returns the Exhibitor Application (including the link to this Agreement) by e-mail or U.S. mail to Exhibitor, or its agents or representatives. All terms set forth in the Exhibitor Application are incorporated into and made a part of this Agreement. Until such time as IAD countersigns and returns the Exhibitor Application and Agreement to Exhibitor, the Exhibitor Application shall remain an open offer by Exhibitor to lease the Exhibition Space and such offer can only be revoked or rescinded by Exhibitor upon written notice delivered to IAD prior to IAD’s written acceptance of such offer. There exists no obligation by IAD to Exhibitor until a completely executed Agreement has been signed by both the Exhibitor and IAD. After acceptance of the Exhibitor Application, Exhibitor will receive separately via email an Exhibitor Kit which provides for Exhibition Space allocation and order forms for upgrades, options and additional services and facilities at the Exhibition, which terms are made a part of this Agreement. An Application to participate in both Intersect Aspen and Intersect Palm Springs does not guarantee placement in both fairs until an Exhibitor has been accepted to both fairs by IAD.  Discounted rates in Application apply to Exhibitors accepted to both Intersect Palm Springs and Intersect Aspen 2024.

2. Lease

This Agreement shall constitute the Exhibitor’s lease of the linear and/or square feet of exhibition space as selected in the Exhibitor Application and assigned by IAD (the “Exhibition Space”) at the Exhibition from the designated move in date, on or after 8 am, through the designated move out date, no later than 4pm (or as such time for move in/move out is indicated in the Exhibitor Kit). Exhibitor hereby leases Exhibition Space as indicated on the Exhibitor Application corresponding to this Agreement from IAD.

The rental of Exhibition Space shall include:

  • Linear feet and/or square feet as set forth in the Exhibitor Application

  • MDF walls; painted white

  • One general Exhibition Space sign per Exhibitor

  • Exhibitor badges

  • Standard lights
     

The Exhibition Space leased to Exhibitor must be returned in the same condition as delivered; loss or damage to those facilities will be the Exhibitor’s sole responsibility. The Rental Price is exclusive of applicable state and local taxes, costs for upgrades, optional services and additional facilities, and other costs and charges.    

Upon request of IAD, Exhibitors shall provide a credit card to IAD or exhibitor services contractor against which the additional costs will be charged. Optional services and facilities include doors, additional walls, telephone, furniture and additional or upgraded lighting. Exhibitor agrees to pay all additional costs, charges and fees to exhibitor services contractor, or as otherwise directed by IAD.

3. Payment

The rental price (the “Rental Price”) in effect for each allotted Exhibition Space is indicated in the corresponding Application. 

Exhibitor shall pay IAD the full Rental Price corresponding to the size of the Exhibition Space selected by Exhibitor in the Exhibitor Application, less any other amounts to be applied to this Exhibition already received by IAD by Exhibitor, in installments in accordance with the schedule set forth in the Application. Any additional fees and optional add ons shall be paid directly to IAD’s Exhibitor services contractor, or as otherwise designated by IAD.

All payments made pursuant to this Agreement shall be made exclusively in U.S. currency. If Exhibitor fails to pay any sums when due, IAD has the option to declare all sums owed under this Agreement immediately due and payable. All payments must be made by credit card, ACH transfer or bank wire transfer. Payments made by (1) credit card shall have a 3% convenience fee added, (2) wire transfer shall include a $25.00 bank processing fee, and (3) ACH shall include a $5.00 next day processing fee.

4. Design and Placement

Exhibitor agrees to exhibit an appropriate number and quality of artwork, in accordance with the standards generally used by industry professionals. Management reserves the right to reduce the number of exhibited artwork if the proposed quantity or quality of the artwork interferes with the general presentation of the Exhibition or if the presented works do not correspond to information provided by Exhibitor on its Application. Exhibitor agrees to abide by the aesthetic standards set forth by IA or as determined or promulgated by the organizers of the Exhibition, and agrees to be bound by all rules, regulations, terms and conditions as promulgated by IA from time to time in connection with the Exhibition.

5. Artwork and Aesthetic Standards

IAD reserves the right to make adjustments to Exhibitor’s presentation, including artwork shown by Exhibitor in the Fair (the “Artwork”), to preserve the curatorial integrity of the Exhibition. Exhibitor agrees to exhibit an appropriate number and quality of Artwork, in accordance with the standards generally used by industry professionals. IAD reserves the right to reduce the number of exhibited Artwork if the quantity or quality of the Artwork interferes with the general presentation of the Exhibition. Exhibitor agrees to abide by the aesthetic standards set forth by IAD, and agrees to be bound by all rules, regulations, terms and conditions as promulgated by IAD from time to time.

6. Alterations

Painting or other alterations of Exhibition Space must have IAD’s written approval in advance, be coordinated with the appropriate service provider, and paid for by Exhibitor.

7. Freight and Shipping

All freight arriving at the Exhibition via commercial or common carrier must be palletized or crated allowing for transfer via forklift. (a) Freight arriving via common carrier that is loose-loaded will be unloaded on an hourly basis. (b) All freight arriving via common carrier on pallets will be unloaded on a per pallet charge. (c) Charges for unloading will be billed to Exhibitor’s credit card. (d) Exhibitor shall comply with all instructions (written or verbal), directives, rules, regulations, standards or protocols (collectively “Shipping Instructions”) given by or promulgated by IAD regarding the shipping and transportation of freight to and from the Exhibition. (e) Exhibitor shall be solely responsible for ensuring that its common carrier(s), shipper(s) and/or freight forwarder(s) (collectively the “Shippers”) comply with IAD’s shipping instructions. (f) Exhibitor must remain with all artwork and other items, and/or their freight, until the designated Shipper has removed same from the Exhibition premises. (g) Exhibitor agrees to indemnify, defend and hold IAD, its employees, agents, invitees, licensees and contractors, and the owner and operator of Exhibition facility, harmless for any claims arising out of the actions of Exhibitor’s Shippers. (h) IAD shall have the right to refuse access to the Exhibition, or remove from the Exhibition premises, any Shipper that is not approved by IAD or does not follow the Shipping Instructions. (i) A failure of Exhibitor’s Shipper(s) to observe or follow any Shipping Instructions shall be deemed a material non-curable breach of this Agreement, entitling to IAD all remedies hereunder and at law.

8. Default

In the event that Exhibitor fails to make any payment as agreed herein or breaches any term or condition contained herein, Exhibitor shall be in default hereunder, and IAD shall have the right to retain any installment payments made by Exhibitor and all other monies paid hereunder. IAD shall have the right to accelerate and collect all sums due but not yet paid hereunder, including all rental installment payments. In the event of a default by Exhibitor, IAD shall have the right, but not the obligation, to lease the subject Exhibition Space to another Exhibitor prior to the Exhibition. In the event IAD is unable to lease all of the defaulting Exhibitor’s Exhibition Space, Exhibitor shall remain liable for the full balance due under the terms of this Agreement, including any other costs and charges due hereunder, together with all costs of collection incurred by IAD, including but not limited to, all reasonable attorneys’ fees and court costs. In addition to any other defaults enumerated herein, Exhibitor shall be in default hereunder if Exhibitor fails to observe and perform any of the other terms, covenants and conditions of this Agreement (or any other supplemental documents incorporated herein such as the Exhibitor Kit as referenced above) and upon Exhibitor’s default hereunder IAD may immediately terminate this Agreement by written notice to Exhibitor. Upon such termination, IAD may, among other remedies it may have, remove Exhibitor from the Exhibition. IAD shall have all remedies available to IAD at law and in equity in the event of Exhibitor’s default under this Agreement, which remedies are cumulative and not mutually exclusive. In the event of any such default, IAD may recover from Exhibitor damages computed in accordance with the following, 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 IAD for all damages or detriment proximately 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 IAD’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 State of Georgia; plus (e) interest on a per annum basis thereon at the highest lawful rate under law; and (f) IAD’s reasonable attorney’s fees and costs of collection.

9. Force Majeure

IAD may change the location, dates, format and times of the Exhibition at any time and shall provide Exhibitor with written notice of such changes. In the event that IAD for any reason is prevented from holding the Exhibition, or if the Exhibition facility, or any part thereof shall be destroyed or damaged by fire casualty, Act of God, or other cause; or if by reason of government restriction, the use of said Exhibition facility or the production of the Exhibition is prevented, the Exhibitor waives any claim for damages or compensation which might arise by reason thereof. Further, if IAD 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 IAD’s control, the period of such delay or such prevention shall be deemed added to the time herein provided for the performance of any such obligation by IAD, or IAD, in its in its sole discretion, may cancel this Agreement and the parties hereto shall be released of all further obligations and liabilities each may have to the other.  Further, if IAD is delayed or prevented from performing any of its obligations under this Agreement, by reason of pandemic, natural disaster, fire, flood, general strike, war, armed conflict, terrorist attack, nuclear or chemical contamination, IAD may terminate this Agreement with immediate effect.  In such event, the parties shall be released of all further obligations and liabilities hereunder.  

10. Exhibitor’s Expenses

The Exhibitor assumes full responsibility for the payment of the total expenses incurred by Exhibitor, its management or by third parties in connection with the operation of its Exhibition Space and the sale or display of Artwork through the Exhibition.

11. Taxes

It is not the responsibility of IAD to advise Exhibitors of requirements or obligations to pay any city, state or local taxes, including but not limited to sales tax and VAT, and Exhibitor shall be solely responsible for collecting all applicable taxes and making payments to the relevant taxing authority. Notwithstanding the foregoing, IAD may, at its discretion, separately identify in billing statements any sales, license, occupancy or other taxes or charges levied by the authority of the state, city, or other governmental unit having jurisdiction at the site of the Exhibition’s physical location, as applicable, and Exhibitor shall be responsible for the payment of all such amounts upon receipt of such billing statements. If Exhibitor is tax exempt, Exhibitor must provide IAD with its taxpayer exemption number.

12. Limitation of Liability

The liability of IAD for failure to perform its obligations under this Agreement is limited to a refund of the amounts paid hereunder by Exhibitor for rent of the Exhibition Space. In the event IAD shall be in default hereunder in any respect, such default shall not give rise to any rights or remedies in Exhibitor unless and until such default shall continue for more than thirty (30) days after IAD’s actual receipt of written notice thereof from Exhibitor (or, as to defaults not susceptible of being cured within such 30-day period, IAD fails to commence the cure thereof within such period and thereafter diligently prosecute the same to completion). IAD, its officers, directors, employees or consultants, or the owner and operator of the Exhibition facility, shall not be liable to the Exhibitor, its employees, or representatives, or any other person for injury, damage, or loss of any kind whatsoever, arising from any cause whatsoever, or arising in connection with this Agreement or the Exhibition.

13. Risk of Loss

Exhibitor is solely responsible and liable for, its Artwork presented at the Exhibition, and all information given to the public by Exhibitor. Neither IAD, nor the owner and operator of the Exhibition facility, will accept any responsibility for the well-being of any Artwork or art and materials consigned to or in the possession of any Exhibitor during the Exhibition. The Exhibitor waives any and all claims against IAD, its contractors, agents, employees, invitees and licensees and the owner and operator of the Exhibition facility for loss, theft, damage, or destruction by fire, water or otherwise, of any Artwork, other art, 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 Exhibition Space for its exhibit or for any failure to hold the Exhibition as scheduled. All Exhibitor’s personal property of every kind of description which may at any time be in the Exhibition Space or on the Exhibition premises shall be at Exhibitor’s sole risk, or at the risk of those claiming under Exhibitor, and IAD shall not be liable for any damage to said property or loss suffered by the Exhibitor caused in any manner whatsoever, including theft. IAD shall 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. IAD shall not be liable for any patent or latent defect in construction of the Exhibition Space or Exhibition facility. While IAD may provide security guards, it is done solely as an accommodation to Exhibitor. The Exhibitor expressly agrees to save and hold harmless IAD, the owner and operator 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 Exhibition Space and the Exhibition premises, and in connection with security personnel provided by IAD. 

14. COVID-19

The safety of everyone involved in the Exhibition is important to IAD. Accordingly, IAD intends to follow COVID-19 state, local and Exhibition facility venue safety guidelines which are in place at the time of the Exhibition.  Notwithstanding, IAD cannot prevent the possibility of exposure or transmission of COVID-19 during, prior or after the Exhibition. By participating at this Exhibition, Exhibitor is choosing to accept and assume the risk of being exposed to, contracting, and/or spreading COVID-19. Exhibitor hereby forever releases and waives any right to bring legal action against IAD, or its owners, officers, directors, managers, agents, and employees in connection with exposure, infection and/or spread of COVID-19 as a result of participating in the Exhibition.  Exhibitor understands and waives any right to bring any claims for personal injury, death, disease or any other loss, including but not limited claims of negligence and gives up any claims for damages or future damages related to COVID-19. If the law in any controlling jurisdiction renders part of this Agreement unenforceable, the remainder of this Agreement shall remain enforceable to the full extent, if any, allowed by controlling law. Exhibitor agrees that if any claim for personal injury or wrongful death relating to COVID-19 is commenced against IAD by Exhibitor or its agents or employees, the Exhibitor shall defend, indemnify and hold harmless IAD from any and all claims or causes of action for personal injury or wrongful death made by such parties. 

15. Indemnification

Exhibitor agrees to indemnify, defend and hold IAD, Aspen Ice Garden and/or the Palm Springs Convention Center, as the case may be, and their officers, directors, agents, board members, members and employees, agents, invitees, licensees and contractors, harmless for any claims, loss or damage arising out of negligence of Exhibitor, its agents, or employees. In addition to the foregoing, Exhibitor agrees to indemnify, defend and save all parties mentioned above harmless from and against any and all claims, loss, damages and demands for, or in connection with, any accident, injury or damage whatsoever caused to any person or property arising directly or indirectly, out of the business conducted in or the use and/or occupancy of the Exhibition premises, Exhibition 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, invitees or licensees, 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 required by Exhibitor pursuant to this Agreement shall specifically insure the contractual obligation of Exhibitor as set forth in this Agreement. In addition to the foregoing, Exhibitor agrees to indemnify, defend and hold IAD and the Exhibition facility harmless from and against any claim whatsoever for injury, loss or damage arising or resulting from (i) any action or omission of the Exhibitor or its employees, agents, consultants or representatives and (ii) any breach of Exhibitor’s representations, agreements or obligations under the Agreement and (iii) any claims made by an artist represented by an Exhibitor arising out of or under the provisions of the Visual Artists Rights Act of 1990.

16. Insurance

Without limiting Exhibitor’s indemnification provided in this Agreement, Exhibitor must carry worker’s compensation, commercial general liability, personal injury, property damage and other casualty insurance, and blanket contractual liability insurance at limits of at least $1,000,000 per occurrence and $2,000,000 in aggregate. In addition, Exhibitor shall carry “All Risk” property insurance in an amount sufficient at all times in an amount no less than the full retail value of all property and inventory owned by the Exhibitor and/or in the Exhibitor’s care, custody or control during the Exhibition. All policies shall name vGMgt LLC, Aspen Ice Garden, the City of Aspen and/or the Palm Springs Convention Center, AEG Management Palm Springs, LLC, ASM Global Parent, Inc., the city of Palm Springs, as the case may be, and their respective facilities, officers, agents, board members, and employees as additional insureds. Exhibitors shall provide IAD with a certificate of insurance to evidence the existence of such coverage, naming such parties as additional insureds, and such coverage shall have a thirty (30)-day notice of cancellation provision. In addition, the insurance policy and certificate of insurance shall contain a waiver of subrogation as to the additional insured parties. Exhibitor hereby waives all right of recovery, and (in the absence of a waiver) agrees not to assign or transfer any right of subrogation to any of its insurance carriers or any other party.  Such documents must be provided to IAD at least thirty (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.

IAD shall not be liable for any loss incurred by reason of any Exhibitor’s failure to obtain the insurance required herein, the failure of such insurance to cover its loss, or any other loss in connection with the Exhibition.  Failure to provide IAD with the above referenced certificate of insurance is not a waiver of Exhibitor’s insurance obligation under this section.   

17. Assignment

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

18. General Terms

(a) All sums of any kinds and character not paid by Exhibitor on their due date shall bear per annum interest at the highest lawful rate under law. (b) If IAD advances any funds to cure any default by Exhibitor or performs any obligation on behalf of Exhibitor which requires an expenditure, Exhibitor shall be obligated to reimburse IAD, immediately upon demand therefore, for all such advances and expenditures, together with an administrative/overhead charge equal to fifteen (15%) percent of the amount thereof, plus interest thereon at the highest lawful rate per annum under Georgia law, 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 IAD under the terms of this Agreement, then, at IAD’s option, a charge equal to five (5%) percent of the amount due shall be imposed to compensate IAD for its administrative costs in dealing with such late payment. (c) Unless otherwise expressly provided herein, any consent or approval of IAD may be granted or withheld by IAD in IAD’s sole discretion. (d) Except as otherwise expressly set forth herein, whenever notice shall or may be given to either of the parties by the other, each such notice shall 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 designated in writing to the other. Any notice under this Agreement delivered by mail shall be deemed to have been given three (3) days after it is placed in the mail with sufficient postage prepaid. (e) These terms and conditions, this Agreement, the Exhibitor Application, and the Exhibitor Kit contain all of the agreements between the parties hereto, supersedes all prior and/or contemporaneous agreements and understandings. (f) The terms, covenants, and conditions contained herein shall inure to the benefit of and be binding upon IAD and Exhibitor and their respective heirs, personal representatives, successors and assigns, except as may be otherwise expressly provided in the Agreement. (g) Exhibitor acknowledges that neither IAD nor any broker has made any representations to or agreements with Exhibitor which are not contained in this Agreement. (h) 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 shall survive such expiration or termination. (i) If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined by a court of competent jurisdiction to be held illegal, invalid or unenforceable, then same shall 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, shall not be affected thereby and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (j) This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the Georgia without regard to choice of law considerations. Except to the extent that the parties have agreed to submit matters to arbitration, the courts of the State of Georgia shall have exclusive jurisdiction over any cause or controversy arising under the terms of this Agreement or between the parties as the result of any act taken or failure to act not taken by either party pursuant to this Agreement. (k) The parties agree to waive trial by jury in any and all litigation arising from this Agreement. (l) In the event of any arbitration or litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, in the arbitration and at both trial and appellate levels. (m) 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 shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. (n) The parties intend that each covenant, term and condition contained herein shall 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 shall not detract from or mitigate the fact that the party is in breach of the first covenant, term or condition. (o) The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall 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. (p) IAD 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 shall be deemed waived, except by written consent of IAD, and any waiver of the breach of any covenant, term or condition contained herein shall 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 shall bind both IAD and Exhibitor and their assigns or successors, and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be.19. Modification

Upon acceptance by IAD and countersignature of the Exhibitor Application, a copy of the Exhibitor Application, including the link to this Agreement, 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 or except as expressly set forth herein.

20. Signatures

The parties agree that IAD may countersign and execute this Agreement by electronic signature and that such electronic signature shall be deemed an original signature for all purposes. The parties acknowledge that they intend to be legally bound by their electronic signature when same are affixed to this Agreement.