GENERAL TERMS & CONDITIONS
1. Licensing Rights. FIU shall have the limited right to use Exhibitor’s name, trademarks and logos, as provided to FIU by Exhibitor (“Exhibitor’s Marks”) on a royalty-free basis for the exclusive purpose of implementing the various benefits set forth in the Agreement, such as providing Exhibitor with logo recognition on certain BrewFest-related matter. FIU will not use Exhibitor’s Marks for any purpose other than those set forth in the Agreement. Exhibitor must submit its logos to FIU upon execution of the Agreement in order to receive any such benefits which are still available to Exhibitor. Should Exhibitor desire to use BrewFest’s marks and/or logos (“BrewFest Marks”) for the purpose of leveraging its relationship with the BrewFest, Exhibitor should contact FIU for access to the BrewFest Marks. Any BrewFest Marks provided to Exhibitor will be provided on a limited, non-exclusive, revocable, unassignable, royalty-free basis for the duration of the 2022 BrewFest, and all rights and privileges granted shall immediately expire by January 31, 2023, or upon the termination of the Agreement, whichever is earlier. Exhibitor acknowledges that no branding or benefits relating to BrewFest shall be made available to any entity other than Exhibitor, except upon FIU’s advance written approval.
2. Acknowledgement Guidelines. Exhibitor shall be entitled to acknowledge its relationship with the BrewFest, provided that the acknowledgement does not contain comparative or qualitative descriptions of Exhibitor’s products or services or which contain any descriptions, depictions or displays which are not value-neutral. Pre-approved acknowledgments include:
(a) “A proud exhibitor at the 2022 North Miami BrewFest”;
(b) “[Exhibitor] is honored to be at the 2022 North Miami BrewFest”; or
(c) “[Exhibitor] is honored to support the 2022 North Miami BrewFest.
Exhibitor must obtain pre-approval from FIU to use any other acknowledgements.
3. License. Exhibitor hereby grants FIU the right and license to record, publish, print, display, and use (by photograph, film, tape, aural devices and any other method or device) the Exhibitor’s, and all of its employees and credentialed guests, name, voice, image and likeness while at BrewFest (the “Recordings”), and use such Recordings for any and all purposes, in any and all media now known or hereafter devised. Cameras or recording devices by anyone other than FIU are not permitted at BrewFest, unless approved in advance by FIU.
4. Term. Unless otherwise provided for in the Agreement, the Term shall commence as of the last date signed on the Agreement (the “Effective Date”) and shall continue through and including January 31, 2023, unless otherwise terminated pursuant to the terms hereof.
5. Loss/Theft. Exhibitor is solely responsible for the security of all goods, property, equipment, materials, product or any other items (“Exhibitor’s Property”) that it or its contractors, agents, or other representatives bring to FIU shall have no obligation or liability whatsoever for any loss, misplacement or theft of Exhibitor’s Property unless such loss, misplacement or theft directly arises from FIU’s willful misconduct.
6. Compliance. The parties shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all other governmental requirements, including but not limited to the BrewFest Code of Conduct, available at https://go.fiu.edu/BrewFestConduct, in performing under the Agreement. Exhibitor acknowledges and agrees that Exhibitor has and will at all times maintain all applicable governmental permits, licenses, consents, and approvals necessary to perform its obligations under the Agreement. If Exhibitor is exhibiting/serving/supplying alcohol, Exhibitor warrants and represents that: (a) the Agreement is entered into solely for the marketing and promotional rights described herein and that Exhibitor’s rights hereunder are in no way conditioned on any agreement or understanding that FIU will be required to purchase or sell any alcohol beverage produced, sold or offered for sale by Exhibitor or refrain from purchasing or selling any competing products; (b) Exhibitor does not agree, expect, or intend to induce the purchase of any alcohol beverage produced, sold or offered for sale by Exhibitor; and (c) that Exhibitor has no agreement with any alcohol beverage retail licensee related to or respecting the Agreement.
7. Force Majeure. Neither party shall be deemed to be in default if and so long as it is prevented from performing such obligations by any event beyond either party’s reasonable control, including but not limited to: an act of war, hostile foreign action, labor strike, any federal, state or local government law, order or regulation, nuclear explosion, earthquake, hurricane, tornado, public health emergencies (including, but not limited to, as a result of epidemics and pandemics), quarantines, or other catastrophic natural event or act of God .
8. Risk, Indemnification & Insurance. Exhibitor assumes all risk with respect to the willful or negligent acts or omissions of Exhibitor and its subcontractors, agents, or persons otherwise acting or engaged to act at the instance of Exhibitor. Exhibitor shall indemnify, defend and hold harmless FIU, the Florida Board of Governors, the State of Florida, the City of North Miami, and their respective directors, officers, agents and employees, from and against any and all damages, losses and all claims, counterclaims, suits, demands, actions, causes of action, setoffs, liens, attachments, debts, judgments, liabilities or expenses including, without limitation, attorney’s fees and legal costs, by reason of any claim, suit or judgment arising or alleged to arise from, or relating to: (1) any breach by Exhibitor of any term or provision of the Agreement; (2) any negligent acts or willful misconduct of Exhibitor, its employees, agents, representatives, contractors or subcontractors; (3) Exhibitor’s participation in BrewFest; or (4) any claim or liability involving fraud, misrepresentation, copyright or trademark infringement in connection with Exhibitor’s Marks and/or name displayed pursuant to the Agreement Exhibitor shall, at minimum, have and maintain the types and amounts of insurance that cover the Exhibitor, and if applicable, its subcontractor(s)’ exposure in performing the Agreement. FIU is not liable for the acts of third parties or the consequences of the acts of third parties. These obligations shall survive the expiration or earlier termination of the Agreement.
9. Notices. Any notices to be made hereunder shall be made in writing and shall be sent by hand delivery, email, courier or certified United States mail, with postage paid. Notices to the Exhibitor shall be sent to the address on the front page of the Agreement. Notices to FIU shall be sent to:
Florida International University
Chaplin School of Hospitality and Tourism Management
3000 NE 151 Street, HM 216
North Miami, FL 33181
Attn: Mohammad Qureshi, Faculty Administrator.
10. Law; Representations. The Agreement shall be construed and governed in accordance with the laws of the State of Florida and any dispute arising hereunder shall be resolved in the state courts located in Miami-Dade County, Florida. Nothing shall be construed as FIU’s and/or the City of North Miami’s indemnification of Exhibitor, or as FIU’s and/or the City of North Miami’s waiver of sovereign immunity. Exhibitor is an independent contractor and neither Exhibitor or Exhibitor’s employees, agents or other representatives shall be considered FIU employees or agents. The Agreement does not and is not intended to confer any rights or remedies to any party other than the parties to the Agreement.
11. Entire Agreement. The Agreement sets forth the entire understanding between the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. The Agreement may not be waived, modified or amended except by the mutual written agreement of the parties hereto. The Agreement may not be executed in counterparts.
12. Facsimile Signatures. The parties hereby acknowledge and agree that the Agreement may be signed electronically and that such electronic or facsimile signatures shall be deemed an original for all purposes. The parties represent and warrant that any person signing the Agreement electronically or causing the Agreement to be signed electronically has the authority to do so and that such electronic signature shall be sufficient to bind the respective party under the Agreement.
13. Severability. In the event that any provision of the Agreement shall for any reason be held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be ineffective as to such jurisdiction solely to the extent necessary to render such provision valid, legal and enforceable, and without invalidating or affecting the remaining provisions hereof or affecting the validity, legality or enforceability of such provisions in any other jurisdiction.
14. Public Records Law. FIU is subject to applicable public records laws as provided by provisions of Florida Statutes Chapter 119. The Agreement and/or correspondences and/or any related records Exhibitor submits to FIU shall become a public record subject to the Public Records Law.