ACE Online Terms and Conditions

These ACE Online Exhibitor Contractual Terms and Conditions between ACE Online Exhibitor 
(Exhibitor) and the American Water Works Association (AWWA) are part and parcel of the ACE 
Online Exhibit Space Reservation Form and Agreement (Agreement) between Exhibitor and 
the AWWA (found at The exposition to which these 
ACE Online Exhibitor Contractual Terms and Conditions are applicable is sponsored and 
managed by AWWA, a nonprofit corporation headquartered in Denver, Colorado.  The dates of 
the exhibition are May 15, 2012 – November 30, 2012.

Purpose of ACE Online Exposition: The exposition is an integral part of the ACE Online 
Conference, complementing the ACE Online technical sessions.  The purpose of the exposition 
is to provide attendees online access to start-of-the-art equipment, supplies, services, and 
technologies related to the water industry.  Exhibitor must plan its exhibits for this purpose.
Eligibility:  Any company, excluding Associations and publishing companies, which is 
exhibiting or sponsoring at the ACE face-to-face conference that is paid in full by February 29, 
2012 is eligible to apply to become an Exhibitor.  In its sole discretion, AWWA reserves the 
right to determine the eligibility of any Exhibitor, and has the right to cancel any exhibit that is 
found to violate this Agreement during the course of the exposition.  Eligibility does not 
guarantee or entitle an applicant to exhibit.  AWWA reserves the sole right and final authority to 
determine if Exhibitor participation meets the broadest interests of the exposition and exhibitor 
group as a whole.  

Assignment of Space: The ACE Online Exhibit Space Reservation Form and Agreement 
between Exhibitor and AWWA is the only means by which space can be reserved. Space is 
assigned on a first-come, first-served basis. Space is limited; once the space is sold out a wait 
list will be established in case of cancellations.  Exhibitor can purchase only one space per 
subcompany until April 13, 2012 at which time Exhibitor may purchase multiple booth based on 
availability.  A separate wait list will be established to handle additional booth requests. A 50% 
deposit will be required to be placed on either wait list.  This deposit is fully refundable only if 
there is no space available on April 13, 2012.

AWWA will assign priority points to Exhibitor as follows:

  •  1 point is awarded for each 10’ x 10’ paid online booth

  •  1 point is awarded for AWWA Organizational Membership (must be current through the end of ACE Online)
Exhibitor’s total priority points may be used for AWWA’s next ACE Online conference to 
determine Exhibitor’s ranking for choosing booth location.

Points are considered an asset of the exhibiting company.  In the case of a merger or 
purchase, the purchasing company must provide written proof of its purchase of the 
assets of that company. The parent company/purchasing company may use the higher 
points of the companies, thereby eliminating the lower points.  Priority points cannot be 
combined. If the acquired/purchased company wants to keep all or a portion of the 
points this must be negotiated as part of the sales document.

Loss of priority points may occur if Exhibitor does not comply with the Agreement.  If Exhibitor 
does not exhibit at a specific conference for two consecutive years all accumulated priority 
points well be lost.

Rental Period:  ACE Online will be available May 15, 2012 through November 30, 2012.

Rental Fees:  An ACE Online exhibit booth is defined in the Booth set-up section below.  Cost 
for one exhibit both in ACE Online is $3300 for members (company membership must be 
current through the end of ACE Online; and individual membership is not eligible for member 
pricing) and $4800 for non-members. Exhibitor shall pay the total amount due at the time of 
submitting the ACE Online Exhibit Space Reservation Form and Agreement.  If Exhibitor fails
to pay the rental fees if the fees are not paid in full by February 29, 2012, AWWA has the right 
to remove Exhibitor’s booth from ACE Online.

Cancellation Policy:  Exhibitor may cancel at any time; however, 50% of the rental fee is nonrefundable on or before February 29, 2012, after which time no refunds will be made. Should Exhibitor cancel the ACE face-to-face booth or sponsorship AWWA will cancel the ACE Online 
booth and no refund will be given.

Booth Set-Up:  ACE Online space includes a choice of layout, up to six customizable booth 
tabs, five areas where content (collateral, downloads, links) can be placed, up to five videos, 
five online booth staff and your logo rotating on the main exhibit hall page. By April 13, 2012, 
Exhibitor will submit all content for inclusion in the booth to Freeman/InXpo (service contractor). 
Failure to meet this deadline may delay attendee access to Exhibitor’s online booth. Exhibitor 
(and its licensees, where applicable) owns, controls and retains all right, title and interest in 
Exhibitor’s booth content.

Booth Rights and Restrictions:  Exhibitor is responsible for obtaining all necessary licenses 
and permits to use any copyrighted material, including written, photographs or video images 
displayed in the booth. Exhibitor is responsible for ensuring that no libelous, obscene or 
offensive material is included in the booth.  AWWA reserves the right to remove any and all 
such material it considers to have breached these terms and conditions and to remove 
Exhibitor’s booth without compensation or refund.  Exhibitor agrees to protect, indemnify, and 
hold harmless AWWA and Freeman/InXpo, its officers, directors, members, agents and 
employees from any and all liability, loss, damage or expense resulting from Exhibitor’s use of 
the exhibit space.  Exhibitor may not assign, sublet, or otherwise dispose of its rights under this 
agreement without the written permission of AWWA.

License to Display Booth Content:  Exhibitor hereby grants AWWA the royalty-free, 
irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to publicly display, 
transmit, use, printed in hard copy or otherwise, and copy the communications, content and 
images that Exhibitor posts or uploads into the booth in connection with ACE Online, including Page 3 of 3 P:\Conventions\ACE Online\ACE12\Exhibits\Exhibitorzone\Terms and Conditions.docx
communications, content and images for purpose of advertising, marketing and promoting ACE
Online and future online events.

Termination of ACE Online Exhibit:  AWWA reserves the right, at its sole discretion, to 
cancel or terminate the ACE Online Exhibit at any time for any reason without prior notice or 
liability.  If AWWA cancels or terminates the ACE Online Exhibit AWWA will refund all monies 
paid by Exhibitor.

Disclaimer of Warranties; Limitation of Liability:  AWWA, Freeman/InXpo and their 
respective agents disclaim any warranty that the booth will be uninterrupted or error free.  ACE
Online, and all content provided by AWWA or Freeman/InXpo, and the services hereunder are 
provide strictly on an “as is” basis, and all warranties and conditions, representations and 
merchantability or fitness for a particular purpose, or non-infringement of third party rights are 
hereby disclaimed to the maximum extent permitted by applicable law by AWWA, 
Freeman/InXpo and their agents. Neither AWWA nor Freeman/InXpo warrants that any files 
that may be downloaded through the website will be free of viruses or other contaminating or 
destructive features.  Exhibitor expressly agrees that the entire risk as to the quality and 
performance of the booth and ACE Online as a whole and the accuracy or completeness of the 
content is assumed solely by the exhibitor. Neither AWWA, Freeman/InXpo nor any of their 
respective agents shall be liable for any direct, indirect, incidental, special or consequential 
damages arising out of the use of or inability to use the booth, even if such party has been 
advised of the possibility of such damages.

Interpretation and Enforcement:  Exhibitor and AWWA agree to abide by these terms and 
conditions when ACE Online Exhibit Space Reservation Form and Agreement between 
Exhibitor and the AWWA is signed by the parties and these terms and conditions become part 
of the contract between the exhibitor and AWWA.  This Agreement shall be construed in 
accordance with the laws of the State of Colorado and venue for any lawsuit arising out of this 
Agreement shall be in the Denver District Court, State of Colorado.  This Agreement 
constitutes the entire agreement between the parties with respect to the subject matter herein, 
and supersedes all previous written or oral agreements between the parties with respect to 
such subject matter.