INNOV8 INC Terms and Conditions of Service
These Terms and Conditions of Service (“Terms”) govern the provision for the manufacturing, design, rental, installation, and related services for trade shows and events by INNOV8 INC (“Company,” “we,” “us,” or “our”) to its customers (“Customer,” “you,” or “your”). By engaging our services, you agree to be bound by these Terms.
1. Acceptance of Terms
1.1. These Terms constitute a legally binding agreement between you and the Company unless you and INNOV8 INC have entered into an express written agreement for the manufacturing, design, rental, installation, and related services for trade show and events, and only to the extent that the written agreement terms are inconsistent with these Terms, in which case the writing that provides for the agreement terms shall be binding on the Company and you.
1.2. By requesting a quote or proposal, placing an order, signing a Sales Order or Statement of Work (SOW), or otherwise engaging in the Company’s services, the Customer acknowledges that they have read, understood, and agree to these Terms in their entirety.
1.3. These Terms may be updated by the Company from time to time. The most current version will always be available on our website or provided upon request. Continued use of our services after any such changes constitutes your acceptance of the new Terms.
2. Definitions
“Services”: Refers to all services provided by the Company, including but not limited to, design, manufacturing, printing, rental, logistics, installation, dismantling, storage, and account management and project management related to trade show and events booths or exhibits.
“Booth” or “Exhibit”: Refers to any display, structure, graphic, or component manufactured, supplied, or serviced by the Company for use at trade shows, events, or other venues.
“Order”: A formal request by the Customer for Services, typically initiated by a signed Sales Order.
“Sales Order”: A document provided by the Company outlining the proposed Deliverables, specifications, and actual or estimated costs for services.
“Event Date”: The date(s) on which the trade show or event is scheduled to take place.
“Intellectual Property”: All designs, drawings, specifications, concepts, graphics, and other creative works developed or used by the Company.
3. Services Offered
The Company offers a range of services, which may include:
3.1. Design Services: Conceptualization, 2D/3D renderings, technical drawings, and graphic design for exhibits.
3.2. Manufacturing & Fabrication: Production and assembly of custom booth structures, components, and signage.
3.3. Printing & Graphics: Production of large-format graphics, banners, and other visual elements.
3.4. Rental Services: Provision of rental booth systems, furniture, audio-visual equipment, and accessories.
3.5. Logistics & Shipping: Transportation of booths and materials to and from event venues.
3.6. Installation & Dismantling (I&D): On-site assembly and disassembly of booths.
3.7. Storage: Secure storage of booth components between events.
3.8. Project Management: Coordination of all aspects of the booth project.
3.9. Consultation: Expert advice and guidance on booth design and event participation.
All Services will be detailed in a specific Sales Order or SOW.
4. Customer Responsibilities
4.1. Accuracy of Information: The Customer is responsible for providing accurate, complete, and timely information, specifications, graphics files, and approvals required for the provision of Services.
4.2. Approvals: The Customer must review and approve all designs, proofs, and specifications within the timelines specified by the Company. Delays in approval may result in project delays and additional costs, including rush fees.
4.3. Site Access: For I&D services, the Customer must work with the Company to ensure appropriate access to the event venue and booth space, including necessary passes and clearances, for the Company’s personnel and equipment.
4.4. Insurance: The Customer is responsible for obtaining and maintaining appropriate insurance coverage for their booth and its contents, including during transit, installation, use, and dismantling.
4.5. Payment: The Customer is responsible for timely payment of all invoices as per Section 5.
5. Payment Terms
5.1. Sales Orders: All Sales Orders are valid for a period of 15 days from the date of issue unless otherwise stated. Prices and terms are subject to change after this period.
5.2. Deposit: For larger projects, a non-refundable deposit of 50% of the total project cost is required upon acceptance of the Sales Order and before commencement of any Services. Unless otherwise stated, the balance due for each project must be paid before the project ships FOB Origin. All projects will be subject to account reconciliation for estimated services and changes made pursuant to Customer order within 45 days of the closing of the event or show.
5.3. Progress Payments: For larger projects, progress payments may be required as specified in the Sales Order or Services Agreement.
5.4. Final Payment: The remaining balance is due prior to the scheduled shipping date or Event Date, whichever comes first, unless otherwise agreed in writing.
5.5. Late Payments: Payments not received by the due date will be subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is less, calculated from the due date. The Company reserves the right to suspend Services, withhold delivery, or charge additional fees for late payments.
5.6. Additional Costs: Any changes to the scope of work, expedited requests, or unforeseen circumstances requiring additional labor, materials, or services will be quoted separately and require Customer approval before execution. Such additional costs will be invoiced separately and are due upon receipt.
5.7. Taxes: All prices quoted are exclusive of applicable taxes (e.g., sales tax, VAT), which will be added to invoices where required by law.
6. Order Process and Changes
6.1. Order Confirmation: An Order is considered confirmed upon receipt of a signed Sales Order or Service Agreement and receipt of a deposit, if required, to commence the project.
6.2. Changes to Order: Any changes to a confirmed Order must be submitted in writing by the Customer. The Company will provide a revised Sales Order for the changes, including any impact on cost and timeline. Changes will only be implemented upon written approval from the Customer and payment of any additional sum required.
6.3. Cancellation by Customer:
*If an Order is cancelled by the Customer less than 60 days prior to the Event Date, the Customer will be responsible for 75% of the total project cost.
* If an Order is cancelled by the Customer less than 30 days prior to the Event Date, the Customer will be responsible for 100% of the total project cost.
* Any costs incurred by the Company for materials, labor, or third-party services up to the point of cancellation will be borne by the Customer, even if exceeding the stated cancellation percentages.
6.4. Cancellation by Company: The Company reserves the right to cancel an Order or suspend Services if the Customer fails to meet their responsibilities, including but not limited to non-payment, failure to provide necessary information, or breach of these Terms. In such cases, the Customer will be responsible for all costs incurred by the Company up to the point of cancellation.
7. Intellectual Property
7.1. Company Ownership: All designs, drawings, specifications, concepts, graphics, and other creative works developed by the Company while providing Services, including those presented in Quotes or Sales Orders, remain the sole intellectual property of the Company unless otherwise agreed in writing.
7.2. Customer Content: The Customer warrants that all materials, graphics, text, and other content provided to the Company for use in the Exhibit or Booth do not infringe upon the intellectual property rights of any third party. The Customer agrees to indemnify and hold harmless the Company from any claims, damages, or expenses arising from such infringement.
7.3. Promotional Use: The Customer grants the Company permission to use photographs or videos of the completed Booth for promotional purposes, including on the Company’s website, social media, and marketing materials, unless otherwise agreed in writing.
8. Limitation of Liability
8.1 The Company’s liability for any claim arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Customer for the specific Services giving rise to the claim.
8.2 In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, lost profits, lost revenue, loss of business opportunity, or damage to reputation, even if advised of the possibility of such damages.
8.3 The Company is not responsible for any delays or damage caused by third-party carriers, venue restrictions, or circumstances beyond its reasonable control.
9. Inspection
The Customer or their representative must inspect the Booth or Exhibit FOB Origin and notify the Company immediately of any visible damage or order discrepancies. Claims for damage or discrepancies not reported at the time of delivery may be denied.
10. Force Majeure
The Company shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond its reasonable control, including, but not limited to, pandemics, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, or event cancellations.
11. Indemnification
The Customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
• The Customer’s breach of these Terms.
• Any negligent or willful acts or omissions of the Customer or their representatives.
• Any claims of intellectual property infringement related to content provided by the Customer.
• Any injury or damage to persons or property occurring at the Customer’s booth or exhibit space, except to the extent caused by the Company’s gross negligence or willful misconduct.
12. Confidentiality
Both parties agree to keep confidential all non-public information received from the other party in connection with the Services, including but not limited to, business plans, financial information, customer lists, and proprietary designs. This obligation of confidentiality shall survive the termination of these Terms or five years, whichever is greater.
13. Dispute Resolution and Governing Law
13.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to its conflict of laws principles.
13.2. Informal Resolution: In the event of any dispute arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute informally through good faith negotiations.
13.3. Jurisdiction: If informal resolution is not successful, any legal action or proceedings arising under these Terms shall be brought exclusively in the state (Fairfield County) or federal courts located in Connecticut.
14. Miscellaneous
14.1. Entire Agreement: These Terms, together with any signed Sales Order, SOW or Service Agreement, constitute the entire agreement between the Customer and the Company regarding the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral.
14.2. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.3. Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
14.4. Assignment: The Customer may not assign their rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations without consent.
14.5. Headings: The headings in these Terms are for convenience only and shall not affect their interpretation.
Approved: July, 2025