2013 Goodwill Industries® Loss Prevention
and Safety (GILPS) Conference
October 20 – 22, 2013
Hyatt Regency * Greenville, SC
Act Now – Apply to Exhibit at
the GILPS Conference Today!
Registration ends October 4,
2013.
For the past nine years, the GILPS Conference has provided Goodwill
®
agencies (also known as member agencies) with educational programs and
materials that address Goodwill (collectively, Goodwill Industries International
and Goodwill members) operations, such as retail, after-market retail, workforce
development, work services, contracts, transportation, accounting, marketing
and administration. The event provides insights, tools and tactics to help from
theft, fraud, financial loss, accidents and natural disasters.
Goodwill’s mission is to enhance the dignity and quality of life of individuals,
families and communities by eliminating barriers to opportunity and helping
people in need reach their fullest potential through learning and the power of
work. One of the many ways Goodwill is growing this mission is by protecting its
assets through loss prevention efforts. The Goodwill enterprise is made up of
165 independent Goodwill agencies that represent more than 2,800 Goodwill
retail stores throughout the United States and Canada.
Don’t miss this once-a-year opportunity to meet with Goodwill’s loss prevention
decision makers.
Contact:
Goodwill Industries International
Events and Conferences
Attention: Naomi Iheme
15810 Indianola Drive
Rockville, MD 20855
Direct: (240) 333-5345
Fax: (301) 258-0578
naomi.iheme@goodwill.org
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Table of Contents
Why You Should Exhibit at the GILPS Conference ..................................................................................................... 3 What You Need to Know .......................................................................................................................................... 4 Benefits ................................................................................................................................................................ 4 Exhibit Fees .......................................................................................................................................................... 4 Payment Terms .................................................................................................................................................... 4 Reservation Times ............................................................................................................................................... 4 Cancellation Policy ............................................................................................................................................... 4 Application Procedures ........................................................................................................................................ 4 Insurance Requirements ...................................................................................................................................... 4 Dates to Remember* ............................................................................................................................................ 4 Exhibitor Schedule ............................................................................................................................................... 4 Sponsorships ........................................................................................................................................................... 5 Sponsorship Packages ......................................................................................................................................... 5 Advertising Options .............................................................................................................................................. 5 2011 GILPS Conference Exhibitors and Sponsors .................................................................................................. 6 2012 GILPS Conference Exhibitors and Sponsors .................................................................................................. 6 GILPS Exhibitor Terms and Conditions ................................................................................................................... 7 Goodwill Industries International (GII) provides sponsorship, partnership, vendor and tradeshow opportunities to
organizations that have goods and services that may benefit Goodwill member agencies. Each Goodwill member
agency operates independently and makes its own purchasing decisions. An organization’s affiliation as a sponsor,
partner, vendor or tradeshow exhibitor with GII does not imply that GII favors one company over another.
®
®
Goodwill and Goodwill Industries are registered trademarks of Goodwill Industries International, Inc. Other
product and company names mentioned herein may be the trademarks of their respective owners.
Goodwill Industries International • 15810 Indianola Drive • Rockville, MD 20855 • USA
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Why You Should Exhibit at the GILPS
Conference
§
Network specifically with loss prevention and safety
practitioners throughout the Goodwill enterprise.
§
Provide Goodwill members with current industry best
practices and tools for loss prevention and safety.
§
Participate in pre- and onsite exhibitor marketing
opportunities.
§
Network with various local, state and federal law enforcement regulatory agencies throughout the United
States to maintain alliances.
Build relationships.
When you exhibit at the GILPS Conference, you participate in an invaluable networking and learning opportunity
that allows you to personally introduce yourself to potential new customers, build upon your current standing
relationships, demonstrate new industry innovations and distribute samples of your products to keep your
organization top of mind for conference attendees. Representing your company at the conference allows you to
demonstrate your products and services to key decision makers representing Goodwill agencies throughout the
United States and Canada.
Market your organization face to face.
The GILPS Conference occurs only once a year, and its exhibition is designed for loss prevention vendors to
showcase their products and services to Goodwill staff from different locations, representing leadership from the
executive level to retail store managers. At the same time, Goodwill professionals can learn from industry leaders
like you and explore newly available business tools and practices.
Align with the Goodwill brand.
When you work with Goodwill, you form a bond with the second largest nonprofit organization
in the United States and one of America’s top 25 most inspiring companies (Forbes.com).
Goodwill is also one of the nation’s top five most valuable and recognized nonprofit brands
(Cone LLC). Aligning with such a powerful brand and household name allows your
organization to expand its sales revenue and reach.
Align with Goodwill’s mission and help change lives.
Partnering with Goodwill makes great business sense and helps improve the lives of people in the communities
where you live and work. Goodwill generates opportunities for people to achieve economic stability and build strong
families and vibrant communities by offering job training, employment placement services and other communitybased programs for people who have disabilities, lack education or job experience, or face other employment
challenges. By working with Goodwill, you help fulfill this mission.
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What You Need to Know
Benefits
Each exhibitor tabletop reserved includes:
i.
ii.
iii.
iv.
One (1) skirted 6’ by 2’ table
One (1) table identification sign
Two (2) side chairs
Two (2) “Exhibit Hall Only” badges
Additional exhibitor benefits include the following:
i. Exhibitor standard marketing.
§ Vendor listing and description in conference
program.
§ Listing on conference registration website.
§ Vendor listing on conference hall signage.
ii. Attendance at select sessions
iii. Attendance at Goodwill-hosted networking
reception.
Application Procedures
§ Click here to get information on GILPS and to apply.
§ Tabletop exhibit space orders must be completed
online by October 4th, 2013. Mailed applications will
be disregarded. There will be no onsite registration.
§ All exhibitors must upload a certificate of insurance for
general liability during the exhibit application process.
§ All organizations applying to exhibit must:
− Be incorporated in the United States or Canada.
− Have financial viability records that are
quantitatively verifiable with public tools such as
Dun and Bradstreet, Hoovers, LexisNexis, and the
Better Business Bureau (BBB).
While we appreciate your interest in applying as an
exhibitor, Goodwill Industries International Inc. may not
be able to accommodate all applicants. Companies that
have applied to exhibit and can be accommodated, in
the sole discretion of Goodwill Industries International
Inc., will be notified.
Insurance Requirements
Exhibit Fees
Table top (6’ by 2’ table) - $1,000
Per person fee for exhibitor staff exceeding 2
persons per tabletop - $300
Payment Terms
Payment must be made by credit card only and must
be completed by October 4th, 2013. Visa,
MasterCard, and American Express only accepted.
Space will not be assigned without full payment.
§ All exhibitors must carry general liability insurance to
include products and completed operations and
contractual liability in a minimum amount of $2,000,000
aggregate limit and $1,000,000 single limit. All such
policies shall specifically state: “Named as additional
insurer under above policies.” The additional name is:
Goodwill Industries International, Inc. Attention: Jeff
McCaw, CFO (GILPS Conference), 15810 Indianola
Drive, Rockville, MD 20855.
§ Each policy shall provide that it may not be canceled or
changed without at least ten (10) days’ prior written
notice to Goodwill Industries International.
Reservation Times
Dates to Remember*
Exhibit space registration will begin on August 30,
2013, and close on October 4th, 2013. There will be
no on-site registration.
Aug. 30:
Sept. 15:
Oct 4th:
Cancellation Policy
Written cancellations received before September 15
2013, will be honored with a full refund, less $150
processing fee. No refunds will be issued after
September 15, 2013.
Oct. 15:
GILPS exhibit application begins.
Last day to cancel exhibit registration.
GILPS exhibit application closes.
Last day to purchase/cancel sponsorships
and advertising.
Last day to add staff members to your
exhibit table at $300 additional per person.
*Dates subject to change.
Exhibitor Schedule
Oct. 20:
Oct 20:
Oct 21 & 22:
Registration & Set Up: 2 p.m. – 5:30 p.m.
Networking Reception: 6 p.m.
Exhibit Show Hours: 7 a.m. – 5 p.m.
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Sponsorships
Increase attendee awareness of your presence at the conference with sponsorships and onsite advertising.
Sponsorship Packages
Cost
Basic
1.
2.
Event Core Sponsor
(Multiple Opportunities)
Award Sponsor
(2 Opportunities)
$4,000
$5,000
Presence of up to 6 representatives at the GILPS
Conference
3-month Member Marketplace listing
Web,
Print and
Digital
Ads
1.
2.
3.
Digital rotating screen ads
Company logo on “Know Before You Go” email to
Goodwill professionals
Listing as Event Sponsor on event signage.
Additional
Benefits
1.
2.
Displayable appreciation certificate
Logo and link on GILPS Conference website
1.
2.
3.
1.
2.
3.
1.
2.
3.
4.
5.
Presence of up to 6 representatives at the GILPS
Conference
Recognition as Award Sponsor at the conference
12-month Member Marketplace listing
Digital rotating screen ads
Company logo on “Know Before You Go” email to
Goodwill professionals
Listing as Event Sponsor on event signage
Displayable appreciation certificate
Logo and link on GILPS Conference website
Sponsor recognition at sessions
Co-sponsorship of one (1) luncheon including
o
2-minute presentation at sponsored luncheon
o
VIP seating and recognition at awards
luncheon
1-minute commercial at welcome reception luncheon.
Advertising Options
Cost
Options
Opportunities
$10,000
Wi-Fi Sponsorship
o
Includes a 3-month listing on the Member Marketplace
o
Sponsorship listing in Conference Program
o
Table tent display showcasing access passwords and Wi-Fi sponsorship ad
o
Digital rotating screen ad
o
“Wi-Fi sponsored by” text and company logo on “Know Before You Go” email
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$3,500
Networking Reception Bar Sponsorship
o
Includes a 3-month listing on the Member Marketplace
o
Ad and tagline on drink ticket
o
Digital screen ad
o
Company logo on “Know Before You Go” email
1
$2,500
Hotel Key Card – Back
o
Company logo on “Know Before You Go” email
o
Digital rotating screen ad
1
$2,500
Vendor-Hosted Reception
o
Digital rotating screen ad
1
$1,000
Digital Rotating Screen Ads
Multiple
To purchase and for more information about the Goodwill Industries International sponsorship program,
click here.
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2011 GILPS Conference Exhibitors and Sponsors
Acadian Monitoring Services
Contact Inc.
Monitoring Inc.
Applied Video Solutions
Digital Watchdog
Ryder Truck
Best Securities Industries/UNISEN
FleetScreen Ltd.
Seven – Utility Management
Brivo Systems, LLC
LP Magazine
Consultants, LLC
Bunzl Houston
Milestone
Store Supply Warehouse
CashMate
NAVCO
Unity Management
Civil Demand Management
PDQ Legal Services
Waste Management
Compaction Services, Inc
Penske Truck Leasing
Comsurv
Protection One Alarm
2012 GILPS Conference Exhibitors and Sponsors
3xLOGIC, Inc.
InterLine Cash Systems, Inc.
Poor Boy Trading
BlackBox GPS
Isonas Inc
Profit Solutions Group
Buckhorn Inc.
J. J. Keller & Associates, Inc.
Protection One
C&K Systems
J. Smith Lanier
Retail Control Systems
Civil Demand Associates, Inc.
Palmer, Reifler & Associates
Reusable Transport Packaging
ComSurv
LP Software, Inc
RTI DVD/CD Repair Machines
Condortech Services Inc.
Medcor
Sprint
Corrective Education Company
MHBT Inc.
Stanley Security Solutions
Dell Inc.
Midwest Technology Group
U.S. Security
Idealease, Inc.
Penske Truck Leasing
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GILPS Exhibitor Terms and Conditions
Upon acceptance by Goodwill Industries International (GII), all Exhibitors are required to agree and comply with the
following Terms and Conditions:
1. INDEMNIFICATION
A. The Exhibitor agrees to indemnify, hold harmless and defend GII and the hotel or facility and their
respective members, officers, directors, agents and employees from and against any and all liabilities,
damages, actions, losses, claims, and expenses (inclusive of attorney’s fees) on account of personal injury,
death, or damage to or loss of property or profits arising out of or contributed to by any act, omission,
negligence, fault, or violation of a law or ordinance by the Exhibitor or its employees, agents, contractors,
patrons and invitees.
B. GII will cooperate fully, but cannot assume responsibility for damage to Exhibitor’s property, lost shipments
either arriving or departing the premises, or moving costs. Any damage due to inadequately packed
property is the Exhibitor’s own responsibility. If the exhibit fails to arrive, the Exhibitor will nevertheless be
responsible for tabletop rental fee, and no refund will be made. Exhibitor should carry insurance against
such risks.
2. LIABILITY / INSURANCE
A. The Exhibitor shall, at its own cost and expense, carry and maintain Comprehensive General Liability
Insurance, through companies satisfactory to GII, endorsed to include products and completed operations
and contractual liability in a minimum amount of $2 million aggregate/$1 million per occurrence liability
policy limits and include GII as an additional insured.
B. All such policies shall specifically state: “Named as additional insured under above policies.” The additional
names are: Goodwill Industries International, Inc.
Certificate holder Information needed for Certificate of Insurance: Goodwill Industries International
Attention: CFO, Jeff McCaw (GILPS Conference)
15810 Indianola Drive
Rockville, MD 20855
C. Each policy shall provide that it may not be cancelled or changed without at least ten (10) days’ prior
written notice to GII.
D. GII will provide a security guard solely for the exhibitor location from 2 p.m. on October 20 through October
22, through exhibit end/tear down hours; however, the furnishing of such security services shall not be
construed as an assumption, obligation or duty of GII with respect to the protection of property of the
Exhibitor.
E. The Exhibitor is solely responsible for the protection of its property. Due to the tremendous value of
exhibits, it is impractical and impossible for GII to insure the Exhibitor’s equipment against loss, theft,
damage or breakage.
F. Neither GII nor the hotel, nor any facility, nor any of its employees or representative(s), nor any
representative of GII, nor any subcontractor will be responsible for any injury, loss or damage to the
Exhibitor or the Exhibitor’s employees or property, however caused.
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3. REJECTED DISPLAYS
A. GII determines the eligibility of any company or product for exhibit. GII may forbid installation or require
removal or discontinuance of any exhibit or promotion, wholly or in part, that in its sole opinion is not in
keeping with the spirit and mission of Goodwill.
B. Unethical conduct, breach of this contract, or infractions of rules on the part of the Exhibitor or its
representative(s), or both, will subject the Exhibitor or representative(s) to dismissal from exhibit areas.
In the event of such dismissal, no refund shall be made, and the Exhibitor or its representative(s) may
make no demand for redress.
C. Exhibitors and representative(s) who fail to observe these conditions of contract or who, in the opinion of
GII, conduct themselves unethically may be dismissed without refund or appeal for redress.
4. SPACE ASSIGNMENTS
A. Space assigned to the Exhibitor may be reassigned by GII to affect balance against congestion, to avoid
confusion in company names, to solve competitive conditions, or for similar reasons.
B. No such reassignment will be made without notification to the Exhibitor. An Exhibitor may not share or
sublet space to another party. If the Exhibitor has requested more than one tabletop space, GII will assign
contiguous space if such space is available.
C. The Exhibitor must conduct all of its activities within its assigned tabletop space. The Exhibitor may not use
the aisles or other areas of the exhibit hall for its promotional activities.
5. HEIGHT AND SPACE RESTRICTIONS
A. All in-line exhibits, back walls and decorations will be limited to 8 feet in height, not extending more than 3
feet from the back wall, except actual equipment that in normal operation exceeds this height. Permission
to exhibit equipment with abnormal heights must be obtained from GII.
B. Exhibits should not project beyond the space allotted and should not obstruct the view or interfere with
traffic to other exhibits. The wings of an exhibit should not project more than 3 feet from the back wall.
C. Exhibitors who assemble displays that do not meet these height and space restrictions or that obstruct
sight to other exhibitor tabletops will have their displays moved, rearranged, or dismantled at the Exhibitor’s
expense.
6. SOLICITATION
A. GII may, at its sole discretion, withhold or withdraw permission to distribute souvenirs, advertising or other
material it considers objectionable. Novelty gifts or souvenirs must be submitted to GII for review prior to
distribution.
B. Direct selling of products or services is prohibited. The Exhibitor agrees that selling goods or services in the
exhibition hall will result in the closing of the exhibit by GII. It is agreed that no refund of exhibit fees and no
demand for redress will be made by the Exhibitor or his representative(s) in this event. No soliciting for
business shall be permitted in aisles or in other Exhibitors’ tabletops.
C. Exhibitors may distribute samples, catalogs, pamphlets, publications and promotional materials only within
their own tabletops.
9
D. No Exhibitor will be permitted to give away any premium items, or to conduct any prize drawings for awards
for signing of names and addresses, or other extreme promotions, without first obtaining written permission
from GII.
E. Advertising, canvassing, solicitation of business, and other activities are not permitted in the exhibit hall
except by companies that have obtained space to exhibit from GII, and then only in the space assigned.
F. Exhibitor’s use of GII’s name and its Smiling G logo or any other GII-owned trademarks is strictly prohibited
in any advertising or marketing material on the web or in print or as part of the exhibit unless permission by
GII is granted due to affiliations such as GII national sponsorship or GII partnership.
7. TABLETOP MATERIALS/FIRE REGULATIONS
A. All exhibit and tabletop materials must comply with federal and city fire laws, insurance underwriter, and
hotel/facility safety regulations, and must be flameproof. All packing containers, excelsior and similar
materials are to be removed from the exhibition area upon completion of tabletop set-up.
B. The Exhibitor is restricted to materials that will pass inspection. Decorations of paper, pine boughs, leafy
decorations, tree decorations or tree branches are prohibited. Any substance prohibited by the city fire and
safety departments or authorities will not be permitted in the exhibition area. In addition, all electrical work
and electrical wiring must be approved and installed in accordance with local regulations.
C. Exhibits must not block aisles or fire exits. Any questionable materials, including helium and gasoline, must
be approved by GII.
D. The Exhibitor will not be permitted to store packing crates, containers and boxes in its tabletop space
during the exhibiting period. The Exhibitor may make arrangements with the GII contracted exhibitor
decorator or the facility for storage of packing crates, containers and boxes that are properly identified with
the Exhibitor’s name. GII is not responsible for the damage, destruction or theft of any packing crates,
containers or boxes.
8. AUDIO AND VIDEO
A. Motion picture projectors and apparatuses must conform to the fire regulations of the facility. Projection of
motion pictures must be supervised by a licensed operator where required.
B. An Exhibitor with audible electric sound, motion pictures or other microphones or devices that GII, in its
sole discretion, deems objectionable to other Exhibitors will be required to discontinue this method of
promotion. GII reserves the right to impose sound limitations on Exhibitors when their promotional activities
are interfering with the activities of other Exhibitors or participation and enjoyment of the exhibit hall by
Goodwill members.
9. TABLE STAFFING
A. In its best interest, and for its security, the Exhibitor shall keep staff in the tabletop area(s) during all exhibit
hours. Each exhibiting company is entitled to up to two (2) exhibit staff badges per tabletop. An exhibit staff
badge is for personnel responsible for working in the tabletop space during show hours, and it will not
provide access to any other event. Badges must be worn at all times for admission to the exhibit hall.
Additional personnel and badges per tabletop can be obtained for $300 per additional individual. This does
not apply to sponsors.
B. GII is not responsible for any loss or damage to Exhibitor’s display, materials, or other personal property
left in the tabletop, whether the tabletop is attended or unattended.
10
10. INSTALLING/DISMANTLING TABLETOPS
A. The exhibit hall will be available to Exhibitors on Sunday October 20, 2013, from 2 – 5:30 p.m., for the
installation of displays. All exhibits must be operational by 7 a.m. on Monday, October 21, 2013. Space not
occupied at that time may be reassigned for other purposes by GII. Any Exhibitor failing to occupy
contracted space is not relieved of the obligation to pay for such space at the full rental price, and GII shall
have the right to use such space as it deems appropriate to eliminate blank space in the exhibit hall.
B. Load out of all tabletops must be completed by 5 p.m. on Tuesday, October 22, 2013. No Exhibit may be
dismantled before the specified time, nor may any part of the exhibit or equipment be removed, once it has
been set up, without permission from GII.
C. Before any exhibit may be removed from the building, the Exhibitor must make arrangements satisfactory
to GII and the facility for payment of any charges incurred by the Exhibitor in connection with the exposition
therein.
D. The Exhibitor must surrender the tabletop space in the same condition it was in when the Exhibitor arrived.
The Exhibitor, its employees and agents shall not damage or deface any part of the building where the
tradeshow is held, the tabletops, or the equipment or furniture of the tabletop, or property of other
Exhibitors. The Exhibitor may not tape, nail or otherwise affix the exhibit or signs to the walls, doors or
other components of the tabletop space of the facility in a way that might cause damage. The Exhibitor is
liable to the owner of the property for any damage caused by the Exhibitor, its employees or agents. GII or
the facility may remove any display, materials or other personal property left in the tabletop space after 5
p.m. on Tuesday, October 22, and neither GII nor the facility shall have any liability to the Exhibitor for the
return of any property so removed or compensation for its value. The Exhibitor will be solely responsible for
any charges incurred by GII or the facility in removing the Exhibitor’s personal property from the tabletop
space.
E. The Exhibitor will comply with all rules and regulations imposed by the facility on the use of hand trucks,
carts or other vehicles for transporting displays and materials into and removing them from the exhibit hall.
11. PAYMENT, CONFIRMATION AND CANCELLATION POLICY
A. Exhibiting space will not be assigned without full payment.
B. Goodwill Industries International Inc. may not be able to accommodate all applicants. Companies applying
to exhibit and can be accommodated, in the sole discretion of Goodwill Industries International Inc., will be
notified as such.
C. Any Exhibitor may cancel or withdraw from exhibiting subject to the following conditions:
i. Written cancellations received prior to September 15, 2013, will be honored with a full refund less a
$150 processing fee.
ii. After September 15, 2013, no refund shall be given for cancellations or no-shows. The Exhibitor
assumes the risk of transportation, delivery, contractor and other delays that may prevent the Exhibitor
or its display from arriving on time at the tradeshow.
D. In the event the premises of the facility are destroyed or damaged, or if the tradeshow fails to take place as
scheduled or is interrupted or discontinued, or access to the premises is prevented or interfered with by
reason of any strike, lockout, injunction, act of war or terrorism, act of God, emergency declared by any
government agency, or for any other reason, GII may terminate the tradeshow. In the event of such
termination, the Exhibitor waives any and all damages and claims for damages and agrees that the sole
liability of GII is to return to the Exhibitor its space fee payment after payment of all tradeshow expenses.
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12. AMERICANS WITH DISABILITIES ACT
A. All Exhibitors shall be responsible for complying with the accommodations or requirements of the
Americans with Disabilities Act (“ADA”), including:
i. The readily achievable removal of physical barriers to access to the assigned exhibit and common
areas.
ii. The provision of auxiliary aids and services where necessary to ensure that individuals with disabilities
are treated no differently by the Exhibitor than other individuals.
iii. The modification of the Exhibitor’s policies, practices and procedures applicable to all guests and/or
groups as necessary to provide goods and services to individuals with disabilities.
B. The Exhibitor shall indemnify and hold harmless GII against all losses, liabilities, claims, suits, expenses
and damages, including attorney’s fees, on account of or relating to any actual failure of the Exhibitor to
comply with local, state and/or federal laws regarding ADA accommodations.
13. AMENDMENT TO RULES
A. Any and all matters or questions not specifically covered by the preceding Terms and Conditions shall be
subject solely to the discretion of GII.
B. GII may, in its sole discretion, make reasonable changes, amendments or additions to these terms and
conditions. Any such changes shall be binding on Exhibitor equally with the other terms and conditions
contained herein.
14. CONFIDENTIALITY
During the term of this Engagement, both parties shall act in the best interest of the other. Both parties
acknowledge that they may have access to information that is non-public, confidential and proprietary in nature.
Such confidential information may include, but is not limited to, trade secrets, business plans, copyrights, logos,
trademarks, financial and operational information and membership lists. Both parties expressly agree not to use or
disclose such information in any manner or for any purpose at any time during or after the effective term of this
Engagement, except as required by law or as required during the course of the other’s work, unless authorized in
writing by the other. Any and all uses of confidential or proprietary information, materials or property shall be
subject to advance review and approval by the other.
15. NON-DISCLOSURE
During the term of this Agreement and for a period of three (3) years thereafter, neither party will use or disclose
any Confidential Information (as defined below) of the other party except as specifically contemplated herein. The
foregoing restrictions will not apply to information that (a) has been independently developed by the receiving party,
(b) has become publicly known through no wrongful act of the receiving party, (c) has been rightfully received from
a third-party authorized to make such disclosure, (d) has been approved for release by the disclosing party in
writing, or (e) is required to be disclosed by law or a competent legal tribunal.
For purposes of this Section, the term “Confidential Information” means: (i) Content, prior to publication, (ii) any GII
distribution, reach or readership statistics, such as number of visitors/unique viewers, page views, etc., and (iii) any
information that is labeled “confidential” or “proprietary.” Upon expiration or termination of this Agreement for any
reason, Contractor will promptly and at the direction of GII either destroy, or return to GII, and will not take or use,
all items of any nature that belong to GII, its vendors or other customers and all records (in any form, format, or
medium) containing or relating to Confidential Information
12
16. CONFLICTS OF INTEREST
The Exhibitor represents and warrants that it has no business, professional, personal or other interest, including but
not limited to the representation of other clients that would conflict in any manner with the performance of its
obligations under this Engagement. The Exhibitor agrees immediately to inform GII in writing if any such conflict of
interest arises during the term of this Engagement, and GII may immediately terminate this Engagement upon
receiving such notice.
17. CONTENT; CONTENT LICENSE; INTELLECTUAL PROPERTY
The Exhibitor will provide promotional text, trademarks, product images and/or content (collectively, “Content”)
necessary to GII for this Engagement. The Exhibitor will provide all Content in accordance with GII’s policies in
effect from time to time, including (without limitation) the manner of transmission to GII and the lead-time prior to
publication.
GII shall not be required to publish any Content that is not received in accordance with such policies. Materials
provided to GII will not be returned to the Exhibitor unless specifically requested by the Exhibitor, and such
materials will be discarded in accordance with GII’s Document Retention Policy. The Exhibitor grants GII a
worldwide, non-exclusive, royalty-free license to distribute, display, reproduce, transmit, and otherwise use the
Content as reasonably anticipated to fulfill GII’s obligations under this Engagement, including, without limitation, a
non-exclusive, royalty-free right and license to establish a link to the home page of Exhibitor’s website if applicable.
The Exhibitor understands and agrees that GII shall be the exclusive owner of any and all rights, titles and interest
(including copyright) in and to any works of authorship, derivative works, adaptations, inventions or other
intellectual property generated by GII, its employees or agents pursuant to this Engagement, and any advertising
and/or promotional materials relating thereto.
The Exhibitor retains ownership of all Content in the form delivered to GII, and any existing trade and service marks
of the Exhibitor. GII retains ownership of any existing trade and service marks of GII.
18. CONTENT LIMITATIONS
Content may not contain, advertise, link to (either directly or indirectly) or otherwise be related to content that GII, at
its sole discretion, determines: (a) is obscene, defamatory, libelous, slanderous, profane, indecent or unlawful
(which GII shall have the sole discretion to define); (b) infringes or misappropriates third-party rights (including, but
not limited to, copyrights, trademarks, service marks or any other proprietary, publicity or privacy right); (c)
constitutes hate speech, whether directed at an individual or a group, and whether based upon the race, sex,
creed, national origin, religious affiliation, sexual orientation or language of such individual or group; (d) constitutes
political advertising or political speech (which GII shall have the sole discretion to define); (e) facilitates or promotes
gambling, or the sale or use of liquor, tobacco or firearm products, or illicit drugs; or (f) facilitates, promotes or
forwards illegal contests, unlawful gambling activities or lotteries, pyramid schemes or chain letters.
GII may, but is under no obligation to, review the Content, and may refuse to make Content available to users in
whole or in part if GII determines that any Content violates the foregoing limitations or such other reasonable
limitations as GII may adopt from time to time.
Failure by GII to exhibit Content that does not meet the specifications required by GII, including materials which do
not meet GII’s content limitations, and/or is in violation of the Exhibitor’s representations and warranty to GII
hereunder, does not constitute a breach of this Engagement or otherwise entitle the Exhibitor to any legal remedy.
GII reserves the right to require any Content hereunder to be labeled as an “advertisement.”
19. LINKS TO INTERNET SITES
The Exhibitor hereby represents and warrants to GII that each Internet site identified by URLs in Content to which a
user may link through GII’s website is in compliance with the Exhibitor’s warranties set forth herein and with the
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content limitations set forth, do not promote or contain viruses, worms, corrupted files, cracks or other materials that
are intended to or may damage or render inoperable software, hardware or security measures of GII or any third
party, and do not use any spyware or adware in connection with this Engagement, and that they do not directly or
indirectly distribute any commercial message, or authorize any third party to distribute any commercial message, by
means of spyware or adware in connection with this Engagement. (Spyware and adware are any software
programs that have been downloaded to and/or installed on an Internet user’s computer, without the user’s active
consent, and facilitates the distribution of any commercial message to the user.)
GII may reject any Content or refuse to provide links from any Internet site owned, operated or controlled by GII to
any materials on the Exhibitor’s site that: (a) violates the Exhibitor’s representations and warranties contained
herein; (b) is factually inaccurate, misleading or deceptive; and/or (c) contain any programs, applications, interfaces
or other functions that, in GII’s reasonable judgment, would have an adverse effect on any GII Internet site user’s
experience. GII may test the Exhibitor’s URLs, and in GII’s sole discretion may remove any URLs at any time that
fail to comply with the above requirements if the Exhibitor has not cured such failure within forty-eight (48) hours of
notification.
19. REJECTION/REMOVAL OF CONTENT
GII reserves the right to reject and/or remove the Exhibitor’s Content that is not consistent with GII’s policies and
standards in effect. In addition, GII shall have the right, at any time, to remove any Content and/or to terminate this
Engagement upon five (5) days prior written notice to the Exhibitor if GII is directed to do so by any law
enforcement agency, court or government agency, or if GII determines in its sole discretion that the Content or any
portion or such display thereof (a) violates GII’s then-applicable advertising policy; (b) violates any applicable law,
rule or regulation; (c) is the subject of a claim asserted by an entity with respect to trademarks, trade names,
service marks or other proprietary rights; (d) is in breach of the Exhibitor’s representation and warranties herein; or
(e) is otherwise objectionable to GII, in its sole discretion. Any such rejection/removal shall not constitute a breach
of this Engagement or otherwise entitle the Exhibitor to any legal remedy.
20. REPRESENTATIONS AND WARRANTIES
The Exhibitor hereby represents and warrants to GII that: (a) it has the full corporate rights, power and authority to
enter into this Engagement and to perform the acts required of it hereunder; (b) its execution of this Engagement
does not and will not violate any agreement to which the Exhibitor is a party or by which the Exhibitor is otherwise
bound, or any applicable law, rule or regulation (including those regulating the use and distribution of content on the
Internet and protection of personal privacy); (c) to the best of the Exhibitor’s knowledge the Content and all
products and/or services offered, sold or otherwise provided as part thereof, including without limitation the
Exhibitor’s Internet site (including any links to other Internet sites), do not and will not (i) violate any third-party
intellectual property rights (including, but not limited to, copyrights, trademarks, service marks or any other
proprietary, publicity or privacy right) or give rise to any obligation for the payment of any sums to any third party by
GII or GII’s successors in interest; (ii) violate any criminal laws or any rights of any third parties, including, but not
limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other
proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of
celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity; (iii) include
any material that is: unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene,
profane, hateful, racially, ethnically or otherwise objectionable, including, without limitation, any material that
encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any
applicable local, state, national or international law; (d) the Content does not and will not violate the terms set forth
in Sections 8 and 9 above; and (e) the Exhibitor has in effect a privacy policy that is available online and it will
adhere to the information gathering, dissemination, privacy protection and other practices performed in such
privacy policy.
21. RELEASE; LIABILITY LIMITATION
The Exhibitor hereby releases GII from any and all claims, demands and damages (actual and consequential) of
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every kind and nature, loss, liability or expense occasioned by the Exhibitor by reason of (a) any failure to publish
Content pursuant to this Engagement; (b) errors and/or omissions in the Content placement or manner of display
thereof; and (c) failure to return materials or any media (original art work, disks, film). The Exhibitor is solely
responsible for any liability arising out of or relating to (i) the Content, and/or (ii) any material on any Internet sites to
which users can link through the Content. GII shall not be liable to the Exhibitor for any technical malfunction,
computer error or loss of data or other injury, damage or disruption to the Content or Internet sites.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION
ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR
NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO
EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT
EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE EXHIBITOR TO GII UNDER THIS AGREEMENT.
In addition, GII shall not be liable for any damages for failure to provide the Exhibitor Benefits for any reason
whatsoever, including but not limited to labor disputes, strikes, war, riot, insurrection, civil commotion, fire, flood,
accident, storm, act of God, or any other circumstances.
The Exhibitor acknowledges that GII has entered into this Engagement in reliance upon the limitations of liability
and damages as set forth herein, and that the same form an essential basis of the agreement between the parties.
22. DISCLAIMERS
GII does not guarantee any given level of distribution, reach or readership for the Content. GII may at its sole
discretion provide reports to the Exhibitor. GII makes no warranty, express or implied, as to any matter, including,
without limitation, the Exhibitor Benefits provided to the Exhibitor hereunder.
GII MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THIS AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE EXHIBITOR BENFITS PROVIDED BY GII HEREUNDER,
AND ANY MATERIALS OR OTHER SERVICES PROVIDED BY OR ON BEHALF OF GII PURSUANT TO THIS
AGREEMENT ARE PROVIDED “AS IS” AND WITH ALL DEFECTS. GII HEREBY DISCLAIMS ALL
REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, PERFORMANCE, NON-INFRINGEMENT, NONINTERFERENCE, INFORMATIONAL CONTENT, ACCURACY, COMPATIBILITY, SYSTEM INTEGRATION,
SECURITY AND CONDITION OR OPERATION OF THE FOREGOING AND/OR THE TECHNOLOGY
DEPLOYED IN CONNECTION THEREWITH. GII DOES NOT REPRESENT OR WARRANT THE CONTINUED
OR UNINTERRUPTED OPERATION OF THE TECHNOLOGY UTILIZED TO PUBLISH THE CONTENT
INCLUDING, WITHOUT LIMITATION, THE INTERNET. IN ADDITION, GII MAKES NO REPRESENTATION OR
WARRANTY REGARDING ANY LEVEL OF EXPOSURE TO THE CONTENT, INCLUDING WITHOUT
LIMITATION TRAFFIC ON ITS INTERNET SITE, OR THAT THE OPERATION OF THE TECHNOLOGY USED
TO PUBLISH THE CONTENT, INCLUDING WITHOUT LIMITATION ITS INTERNET SITE, WILL BE
UNINTERRUPTED OR ERROR FREE.
The Exhibitor acknowledges that GII has entered into this Engagement in reliance upon the disclaimers of
warranties set forth herein, and that the same form an essential basis of the agreement between the parties.