Exhibitor understands and agrees to pay any costs associated with its Digital Activation. Digital Exhibitors must participate in onsite CES to be eligible for a Digital Activation unless otherwise stipulated by CTA. CTA reserves the right to change, alter or modify the Digital Activation format. It is understood that the Digital Activation credentials will be provided to the company name listed above upon availability, full payment of onsite exhibit space, and final CTA authorization.
Exhibitor Content Availability –
Exhibitor acknowledges and agrees that any content provided by Exhibitor at CES 2023 under its Digital Activation will continue to be made available at the CES Digital Venue (as defined below) through January 31, 2023.
1. TERMS OF PAYMENT: Exhibitor understands and agrees that this complimentary Digital Activation is contingent upon an onsite CES in Las Vegas, NV on January 5-8, 2023. Exhibitor is responsible for paying 100% of its exhibit space cost under its CES 2023 Exhibit Space Contract or the CES 2023 Digital Activation Contract (as applicable) prior to obtaining a Digital Activation, unless otherwise determined by CTA.
2. ATTENDANCE: CES is a trade-only event, and attendees are required to provide industry credentials for access to the Digital Venue. CTA makes no representations or warranties with respect to the demographic nature and/or volume of exhibitors, press and/or attendees for CES 2023 or any CES Digital Activation. The Digital Venue will be accessible to attendees from all over the world. Exhibitors should keep varying bandwidth speeds and cultural sensitivities in mind when preparing their materials.
3. ELIGIBILITY: CTA will provide certain requirements to Exhibitors that must be met in order to participate in CES 2023 and gain access to the Digital Venue and any other online meeting platforms, such as having minimum internet speeds and certain camera and audio requirements. Exhibitors must also display content, products or services that align with the product categories offered during CES 2023. CTA reserves the right to determine or verify Exhibitor’s eligibility for inclusion in the Digital Venue prior to, or after, submission of this Addendum. CTA also reserves the right to prohibit display or advertisement of content at any time if the display or advertisement of such content would cause Exhibitor to be in violation of its Contract, these Digital Venue Terms of Use, or the Digital Community Guidelines.
4. CANCELLATION BY EXHIBITOR: Cancellation notices or desires to terminate a Digital Activation after signing this Addendum must be submitted to CTA in writing by December 31, 2022. All cancellations must be submitted to: CTA Sales Department, 1919 South Eads Street, Arlington, VA 22202, USA, return receipt requested, or emailed to exhibit@cta.tech and will become effective when received and acknowledged in writing by CTA. Cancellation by Exhibitor of its Contract for CES exhibit space will void this Addendum. If Exhibitor cancels its participation, CTA may, at its discretion, cancel all other contracts between Exhibitor and CTA.
Even though CTA will exercise its best efforts to mitigate the damages associated with Exhibitor cancellation, the parties agree that CTA will nevertheless incur substantial losses that cannot be precisely determined if Exhibitor does not cancel this Addendum in a timely manner. Due to the difficulty of determining said losses, the Exhibitor is liable for and agrees to pay liquidated damages equal to 100% of its total cost of its Digital Activation if Exhibitor cancels all or part of its contracted Digital Activation after December 31, 2022.
All payments made or due to CTA will be fully earned and non-refundable in consideration for expenses incurred by CTA and its lost or deferred opportunity to provide a Digital Activation to others. All cancellation payments that may become due are acknowledged by Exhibitor as liquidated damages and are not applicable toward any future CTA-sponsored shows or events. This balance must be paid in full before Exhibitor can participate in any other CES or CTA-sponsored show or event.
5. CANCELLATION BY CTA: Exhibitor’s Digital Activation may be canceled by CTA for failure by Exhibitor to (a) pay 100% of its exhibit space cost, (b) comply with CES Regulations (as defined in Section 19), or (c) upload or provide Exhibitor materials or content for the Digital Venue by January 2, 2023. If Exhibitor’s Digital Activation is canceled by CTA, Exhibitor will be notified via email and/or other written communication.
For CES 2023, the Digital Venue supplements CES in Las Vegas, NV. If CES 2023 is cancelled by CTA for any reason, this Addendum will be void and CTA will reimburse Exhibitor in accordance with Section 13 of the Contract. Exhibitors intending to continue participation in the Digital Venue after such cancellation must sign a CES 2023 Digital Activation Contract and will be subject to the payment terms reflected therein.
6. DIGITAL ACTIVATION AMENDMENTS: Any changes to Exhibitor’s Digital Activation package will be indicated to Exhibitor on a contract amendment form. CTA further reserves the right to cancel an Exhibitor’s Digital Activation for the overall benefit of CES or for any other reason deemed necessary by CTA. Exhibitor will be notified in writing of such change or cancellation. All of these Terms and the CES 2023 Exhibit Space Contract, including cancellation policy, remain in effect upon such Digital Activation alteration by CTA.
7. DIRECTORY LISTING/SEPARATE EXHIBITOR REGISTRATION: Only the name of the Exhibitor, which appears upon the face of this Addendum, may be placed on the Digital Activation, in the CES exhibitor directory, and on exhibitor personnel digital listings. CTA maintains the exclusive right to publish and distribute the list of exhibitors. However, a licensed publisher may include the list of exhibitors as part of an ongoing publication. As a service to exhibitors, CTA will identify in the Official Directory each exhibitor who completes the director listing information by the established deadline; however, CTA will incur no liability for any errors, omissions or format changes in any directory. Exhibitor agrees to list in the Official Directory only brands of its own manufacture, or brands which are manufactured exclusively for Exhibitor, and which bear Exhibitor’s name or trademark. Please note that in order to use the meeting function of the Digital Venue, exhibiting personnel must “opt-in” to the attendee directory so that attendees can find and connect with them.
8. LICENSE RELATIONSHIP: Exhibitor will not assign, share or license any part of its Digital Activation with another exhibitor/attendee without the express written consent of CTA.
9. EXHIBITOR INTELLECTUAL PROPERTY: Exhibitor is prohibited from including third-party products, goods, commercials, or services that are manufactured, traded or rendered by Exhibitor without proper licenses. Exhibitor warrants that it owns the rights to, or has the license to, all intellectual property (patent, copyright, trademark, etc.) to be used by Exhibitor for promotion or exhibition at CES, including at any Digital Venue(s) or with respect to Exhibitor’s Digital Activation, and agrees to defend, at Exhibitor’s expense, and to hold harmless and indemnify CTA and/or CES for any claims or action brought against CTA and/or CES, or their respective officers, employees, partners or agents, and any damages, losses or costs incurred by CTA and/or CES, or their respective officers, employees, partners or agents, including court costs and reasonable attorney’s fees, arising from or related to any dispute concerning Exhibitor’s intellectual property rights. Exhibitor further grants to CTA a perpetual, non-exclusive, non-transferable, royalty-free, fully paid-up license to use all intellectual property (patent, copyright, trademark, etc.) used by Exhibitor for promotion or exhibition at CES and the CES Digital Venue, including the intellectual property for the Digital Activation.
10. PERFORMANCE OF MUSIC OR MOTION PICTURE: Exhibitor is responsible for obtaining the appropriate license for any copyrighted music or motion picture material used within its CES 2023 content, including the Digital Activation and Digital Venue, and Exhibitor will comply with all intellectual property rights and copyright restrictions applicable to Exhibitor, including but not limited to, any music performance agreement between CTA and ASCAP or BMI for meetings, conventions, trade shows, and expositions. If Exhibitor plans to play copyrighted music or video in its Digital Activation or during any conference programming, Exhibitor may need to obtain a license from the copyright owner or licensing agency representing the copyright owner.
Licensing is required when music or video is being played for non-dramatic entertainment/background purposes (live or audio recordings). CES has licenses with the American Society of Composers, Authors and Publishers (ASCAP) and Broadcast Music Inc. (BMI), which permit the performance of music from the
ASCAP and
BMI repertories within CES. For Digital CES 2023 only, these licenses cover livestreamed (not pre-recorded) content within the Digital Venue. To fall under CES’ licenses, such digital content must be made available only to verified CES attendees and should not be repurposed for additional revenue (e.g., advertising). For onsite CES, CTA’s licenses do not permit the broadcast, telecast or transmission of music being played at a live on-site event under any circumstances; nor do they authorize dramatic performances. CES does not have similar licenses with SESAC; therefore, exhibitors wishing to play music from the
SESAC repertory for entertainment purposes are solely responsible for obtaining their own licensing.
Adherence to these federally-mandated copyright licensing laws is of critical importance. Exhibitor will obtain the proper licenses or ensure that Exhibitor’s music or video falls under the covered licenses.
11. CES PUBLICITY AND PROMOTION: CTA will have the non-exclusive right to use Exhibitor’s name, logo, and portions of Exhibitor’s Digital Activation content in print, online and broadcast advertising media in connection with the promotion and publicity of CES. Exhibitor hereby grants CTA, its employees, agents, contractors (including the Digital Venue provider(s) or host), licensees, and assignees the perpetual, irrevocable right to make photographs and audio/video recordings and reproduce, distribute, sell, transmit, stream, display, and publicly perform recordings, transcriptions and derivative works in any medium containing the image of CES activities, participants, and exhibitors (including Exhibitor’s Digital Activation) within the scope of the associated Contract at the sole discretion of CTA and for an unlimited period. This Addendum prohibits Exhibitor’s recording, broadcasting and videotaping of onsite or Digital CES 2023. Exhibitor can obtain written permission from CTA for recording.
12. OPERATION OF DIGITAL ACTIVATIONS/EXHIBITOR ATTIRE: Digital Activations should be designed and operated in a manner that respects the rights of other exhibitors and attendees, in accordance with the Digital Venue Terms of Use. With the exception of business engagement within the Digital Venue, Exhibitor will not interfere with other Exhibitors’ Digital Activations or present content outside of their own Digital Activation. Exhibitor is responsible for licensing and the payment of fees, royalties or fines for use of work that is protected by copyright, patent or trademark. It is recommended that Exhibitor should have one or more exhibitor contacts available for attendee interactions during scheduled show hours. Digital Activation attendees and personnel must be 18 years of age or older. Exhibitors intending to showcase or demonstrate firearms, ammunition or weapons of any kind, including replica, toy or simulated items that are gaming/AR/VR-related must contact CES Operations in advance for approval.
To facilitate a welcoming environment for all participants, personnel, presenters and entertainers must be dressed in clothing considered appropriate and respectful for a professional environment. CTA reserves the right to make determinations on appropriate exhibitor/presenter attire. If for any reason a Digital Activation and/or its contents is deemed objectionable by CTA, Exhibitor will be issued a warning and asked to alter the attire of its representatives or Digital Activation staff and/or models. If necessary, CTA may issue a second warning and may remove the content in question. Failure to comply will result in a loss of three (3) priority points. Exhibitors with questions about compliance with these guidelines should consult CTA in advance of the show.
The following activities require prior consent by CTA: Promotions (as defined below), promotion of other industry expositions, and taking of photographs or recordings. If approved by CTA, Exhibitor may promote, administer, or conduct a promotion (e.g., a contest or sweepstakes) at CES (a “Promotion”). If Exhibitor chooses to promote, administer, or conduct a Promotion, Exhibitor agrees and must adhere to the following rules: (1) Exhibitor may carry out Promotions to the extent permitted by applicable law and Exhibitor is solely responsible for ensuring that any Promotions comply with any and all applicable laws, obligations, and restrictions; (2) Exhibitor will be classified as the promoter of its Promotion in the applicable jurisdiction(s) and will be solely responsible for all aspects of and expenses related to such Promotion, including without limitation the execution, administration, and operation of the Promotion; drafting and posting any official rules; selecting winners; issuing prizes; and obtaining all necessary third-party permissions and approvals, including without limitation filing any and all necessary registrations and bonds; (3) CTA is not responsible for and does not endorse or support any such Promotions. Notwithstanding anything to the contrary, Exhibitor may not indicate that CTA or CES is a sponsor or co-sponsor of the Promotion; and (4) Exhibitor will display or read out the following disclaimer when promoting, administering, or conducting a Promotion: “This is a promotion by [Exhibitor’s Name]. The Consumer Technology Association (CTA)® and CES® do not sponsor or endorse this promotion and are not responsible for this promotion.” CTA has the right to prohibit or remove Exhibitor’s Promotion from CES, if CTA reasonably believes that such Promotion is objectionable, does not comply with the Terms and Conditions of this Addendum or violates applicable law.
In addition, Exhibitor agrees that Exhibitor’s Digital Activation content will comply with the
FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising, the
FTC’s Disclosure Guide, the FTC’s
Native Advertising Guidelines, and any other guidelines issued by the FTC from time to time (the “FTC Guidelines”), as well as any other advertising guidelines or other requirements required under any applicable law or regulation. For example, if Exhibitor or any of its employees has been paid or provided with free products in exchange for discussing or promoting a product or service at the Digital Venue, Exhibitor agrees to comply with the FTC’s Guidelines and requirements for disclosing such relationships. Exhibitor, and not CTA, is solely responsible for any endorsements or testimonials Exhibitor makes regarding any product or service at CES using the Digital Venue.
13. CHARACTER OF DIGITAL ACTIVATIONS: CES is a consumer technology show. Exhibitor agrees that products and services displayed within its Digital Activation will be in harmony with the theme of the event and will consist of products and services that pertain to the consumer technology industry. Products and services eligible to be exhibited include consumer and workplace technology products, services, content and related accessories. Exhibitor agrees to reasonably limit the display of non-electronic products within its Digital Activation. Further, Exhibitor agrees to uphold that 60% of its Digital Activation and content will match the product or service category for which it is designated. Exhibitor agrees to display only products and services of its own manufacture, products manufactured for, distributed by, certified by, or licensed to Exhibitor. Failure to adhere to this Section 13 may result in the loss of ALL priority points and may affect your selection order at CES in the future. CTA reserves the right to order withdrawal from your Digital Activation, any items which, in its opinion, do not comply with these requirements or law.
14. CONTENT: CTA reserves the right to exclude the showing of film, photos, games or other software on the Digital Venue that are deemed objectionable, including explicit or simulated sex, nudity or violence. The promotion of adult out-call and escort services are not permitted during CES. Violation of this policy can, at CTA’s discretion, result in expulsion from CES, including future shows.
15. POLICY ON SELLING: Retail sales (i.e., cash, check and/or credit card transactions), Exhibitor sales sites, or links to third-party sellers are not permitted within CES 2023 or the Digital Venue. Violation of this provision will result in expulsion from CES and exclusion from future shows. CTA will not be liable for purchases made against this policy or on Exhibitor webpages outside of CES 2023. THIS POLICY IS STRICTLY ENFORCED.
16. CODE OF CONDUCT: Exhibitor’s employees, contractors and agents participating in the Digital Venue must adhere, and Exhibitor is responsible for ensuring such adherence, to CES policies related to conduct and content on the Digital Venue outlined in the CES Code of Conduct found at
https://cta.tech/Code-of-Conduct.aspx and the Digital Community Guidelines found at
https://www.ces.tech/About-CES/Digital-Community-Guidelines.aspx, as either may be amended from time to time.
17. REGULATIONS: All current and subsequent CES rules or policies, CES Code of Conduct, Digital Community Guidelines, Digital Venue Terms of Use and any other rules and regulations of a platform provider of a Digital Venue, are incorporated by reference and constitute a binding part of this Addendum (collectively, “Regulations”). If a difference arises with the Exhibitor concerning the allotment or permitted use of the Digital Venue or concerning the interpretation of any of the rules and regulations, the decision and interpretation of CTA and/or the relevant digital platform or venue will be final. Exhibitor agrees to abide by the decision and interpretation which, if requested, will be in writing.
18. VIOLATIONS OF REGULATIONS: CTA may take enforcement action at its discretion, up to and including closing Exhibitor’s Digital Activation, for violation by Exhibitor of any Regulation or Exhibitor’s breach of the Terms and Conditions of this Addendum. If CTA shuts down Exhibitor’s Digital Activation due to Exhibitor violating Regulations, Exhibitor will not receive a refund or damage compensation from CTA. Repeated violations may result in Exhibitor being banned from participation in CES, including future digital or physical events.
19. DIGITAL VENUE LIABILITY: CTA shall not be liable for any damages of any kind arising out of or relating to the use of or the inability to use the Digital Activation, Digital Venue, the content, software or links of the Digital Activation or Digital Venue, including but not limited to damages caused by or related to errors, omissions, interruptions, defects, delays in operation or transmission, computer viruses or line failures. CTA shall not have any liability or responsibility for the performance or failure to perform by any Digital Venue provider or host, or for any acts, omissions, or conduct of any user or other third party. CTA HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND EXCEPT FOR THOSE EXPRESSLY AGREED TO BY CTA IN WRITING.
LIMITATIONS OF LIABILITY: IN NO EVENT WILL CTA’S LIABILITY EXCEED THE AMOUNT PAID TO CTA BY THE EXHIBITOR FOR ITS DIGITAL ACTIVATION AT CES 2023. UNDER NO CIRCUMSTANCES WILL CTA BE LIABLE TO THE EXHIBITOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF CTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT.