Provider Obligations

Provider shall furnish Exhibitor with the rental equipment, services and/or labor described in the Completed Order. Provider is responsible only for services directly provided to Exhibitor. Provider shall carry out or arrange for Material handling services as Exhibitor's agent, and not as a bailee or shipper. Materials and equipment furnished by Provider are on a rental basis for the duration of the Event and at all times remain the property of Provider. All rentals include delivery, installation, and removal from Exhibitor's booth space at the Designated Location.

Payment Terms, Billing & Cancellation

Payment

Exhibitor is responsible for all charges, including charges incurred on their behalf by third parties, for equipment, services and/or labor furnished by Provider and its agents. Full payment for all such amounts plus applicable federal, state and local tax is due at time an order is placed, unless otherwise stated in a written custom agreement or contract in which case payment is due in full seven (7) days prior to start of show. If a third party fails to remit payment, we may initiate collection directly from exhibitor without further notice. Any cost incurred during the event, or outstanding balances must be paid prior to the first day of event move-out.

Provider retains the right to hold Materials and deny services for non-payment. A per diem service charge equal to the lesser of .0575% per day (21% per annum) or the maximum rate allowed by law, shall accrue and be payable on amounts unpaid by an Exhibitor at the completion of an Event. Exhibitor shall be responsible for all collection, enforcement and administrative fees (including reasonable attorney's fees and court costs) incurred by Provider in connection with past-due accounts.

Any Exhibitor claiming tax exempt status must submit a valid certificate issued by the applicable federal and/or state authorities. Resale certificates are not valid unless Exhibitor rebills the subject charges to its customers.

Exhibitor's obligation to pay Provider is an independent covenant not subject to setoff. In the event of any dispute between Exhibitor and Provider related to any purported loss, damage or claim, Exhibitor shall not be entitled to and shall not withhold payment or any partial payment due to Provider an offset against the amount of any alleged loss or damage. Claims against Provider are and shall for all purposes be deemed independent and separate transactions and shall be resolved on their own merits.

Payment Methods

Accepted payments include MasterCard, Visa, American Express, Discover, wire transfer or ACH. All payments must be in United States Dollars. Checks must be drawn from a US Bank/Credit Union. Purchase orders are not an accepted form of payment. Cash payments are not accepted at customer service desks. Prior arrangements for cash payments are required.

A credit card submitted with a Completed Order will be kept on file for the duration of the Event. Provider is specifically authorized to charge the credit card for additional amounts, for as many attempts as necessary until full amount is collected, during and after completion of the Event, including additional rental items, shipping costs and Material handling charges at the specified rate.

Any extra fees incurred by Provider to amend payment method after a charge has been made, shall be assessed to the Exhibitor.

Discount Pricing

Full payment for services and/or labor must be received on or before the published discount rate deadline. Orders not paid in full by deadline will be charged at the standard or show-site rate.

Exchanges

On-site exchanges on eligible items are subject to a 50% refund of originally ordered item charge. The replacement item will be invoiced at the published show-site rate. Premium furnishings, flooring, turnkey displays and graphics cannot be exchanged, cancelled or refunded once the item has been delivered.

Cancellation

Cancellation requires written notice from Exhibitor to Provider no less than seven (7) days prior for standard furnishings, flooring, and accessories, and fourteen (14) days prior for premium furnishings, flooring displays, etc., before commencement of the subject Event. On-site cancellations are not eligible for refunds and will be assessed at 100% of the invoiced amount. Eligible cancellation refunds are subject to cost for production, transportation, installation and labor already incurred by Provider.

Event Invoices

Prior to the close of the event, the Provider shall provide a final invoice to the Exhibitor for review. Exhibitor must notify the Provider of any issues prior to show closure. No refunds, credits, or adjustments will be made after the official show close.

Labor

Working hours and terms of engagement for labor supplied by Provider are subject to change due to Designated Location rules and regulations, labor union contractual requirements, holidays, duration and shift limitations, and applicable law. Standard categories for hourly charges are straight time, overtime, double time and holiday pay. Hourly rates are published for each Event on Provider's OneView exhibitor portal.

Cancellation of labor services must be received in writing no later than 48 hours prior to first move-in day for the event, or be subject to a minimum of one (1) hour labor charge.

Rented Furniture, Fixtures, and other Décor

All furniture, fixtures, and décor items are furnished on a rental basis for the duration of the Event and remain the property of Provider at all times. Exhibitor is responsible for any damage to rented items during the Event period.

Packaging and Crates

It is Exhibitor's responsibility to ensure that crates and packaging are designed to and in practice do, adequately protect contents for handling by forklift or any other means. Provider shall not be responsible for (a) damage to loose or uncrated materials, glass breakage, concealed damage, flammable materials, carpets in bags or poly, or improperly packed materials; or (b) crates and packaging which are unsuitable for handling, in poor condition, or have prior damage.

Storage

Empty Container Storage

Empty container labels shall be available at Provider's service desk at the Designated Location. Affixing labels to storage crates and containers is Exhibitor's sole responsibility. Exhibitor should remove or cover labels previously affixed. Provider assumes no responsibility or liability for (a) Exhibitor's failure to follow the foregoing recommended procedures; (b) Provider's removal or disposition from its advance warehouse or the Designated Location of containers (with or without Materials) with old, incomplete or empty labels or without labels supplied by Provider; or (c) shipment of containers with improper information or empty labels. Provider shall not be liable for loss or damage to crates, containers or their contents while the same are in storage (accessible, cold or any other type), or for any mislabeled containers unless due to Provider's gross negligence or willful misconduct.

Long Term Storage (over 30 days)

At the exhibitor's request, we may provide storage of exhibitor property between trade shows. Storage is provided as a convenience only and is at exhibitor's sole risk. We are not a warehouseman, bailee, or insurer of any stored property, and we do not provide insurance coverage for loss of or damage to exhibitor property. Exhibitor is solely responsible for maintaining property insurance (including all-risk coverage, as applicable) on all items stored, and for ensuring such coverage remains in effect for the entire storage period. To the fullest extent permitted by law, we disclaim liability for any loss, theft, destruction, deterioration, or damage to stored property from any cause, except to the extent caused by our gross negligence or willful misconduct, and in any event our total liability shall not exceed our limitation of liability as outlined herein.

Prohibited Storage Items

Exhibitor shall not deliver or store, and we will not accept for Storage, any of the following items: (a) firearms of any kind including parts and ammunition; (b) explosives, fireworks, or similar incendiary or explosive materials; (c) hazardous materials or dangerous goods, including but not limited to chemicals, corrosives, oxidizers, compressed gases, aerosols, fuels, solvents, propane cylinders, lithium batteries not installed in equipment, radioactive materials, or biohazards/medical waste; (d) controlled substances, illegal drugs, drug paraphernalia, or other illegal or regulated items; (e) perishable goods, food, beverages, plants, animals, or items requiring refrigeration or climate-controlled conditions; (f) cash, coins, bullion, securities, negotiable instruments, or other valuables; (g) jewelry, gemstones, watches, fine art, antiques, or other high-value collectibles; (h) items containing personal data or confidential information unless expressly approved in writing; and (i) any item that is unsafe, unlawful, improperly packaged, leaking, odorous, or likely to cause damage to other property.

If exhibitor delivers Prohibited Items or any items not disclosed in advance, we may refuse, return, remove, or dispose of such items at exhibitor's expense and risk, and exhibitor will indemnify and hold us harmless from any claims, losses, fines, penalties, or costs arising from the presence of such items.

Transportation

Inbound Shipments

Cash on delivery (COD) shipments will be refused. Shipments in bulk received from a delivery service or carrier without individual freight bills and verification of individual shipment count and condition are subject to Provider's verification and correction. Provider's receipt of documented support of as-delivered count and condition exceptions take precedence over shipper's signature of receipt. Provider is not responsible for any cost or expense arising from Material delivery, including driver wait time charges. Drivers delivering Materials at and through the receiving area(s) of the Designated Location assume all risk of injury or damage to property or property belonging to Exhibitor.

Consistent with trade show industry practices, Exhibitor expressly agrees and acknowledges that Materials may be left unattended between the time the same are delivered to Exhibitor's booth at the Designated Location and arrival by Exhibitor or its agent(s). Provider shall not under any circumstance be responsible or liable for any loss, damage, theft or disappearance of any Material left unattended at the Designated Location unless due to Provider's gross negligence or willful misconduct.

Outbound Shipments

Outbound Shipping Documents are available at Provider's service desk at the Designated Location. Exhibitor shall deliver completed Outbound Shipping Documents to Provider's service desk prior to Exhibitor's departure from the Event. Completed Outbound Shipping Documents submitted to Provider shall be checked for count and condition exceptions and corrections at the time of Material pick-up from Exhibitor's booth at the Designated Location.

Provider is not responsible for any cost or expense arising from Material pick-up, including driver wait time charges. Drivers picking up Materials at and through the receiving area(s) of the Designated Location assume all risk of injury or damage to property or property belonging to Exhibitor.

Any loading by Provider of Material onto a carrier shall for all purposes be deemed to be under the exclusive supervision and control of the carrier or the driver of the carrier. Provider assumes no responsibility or liability for loss, damage, theft, or disappearance of Materials that is caused by, arises out of, or related to the improper loading of Materials, unless due to the gross negligence or willful misconduct of Provider.

To expedite removal of Materials from the Designated Location as required by Event management and/or the Designated Location, Provider shall have the authority to change Exhibitor's designated carrier if such carrier does not make timely pick-up.

If Exhibitor fails to provide shipping instructions to Provider, Materials may be taken to storage pending receipt of Exhibitor's shipping instructions, and/or consigned to a carrier of Provider's choice, all at Exhibitor's cost and expense. Storage charges are for the use of storage space and not for a guaranty of security or a form of insurance. Provider retains the right, without liability and at the sole cost and expense of Exhibitor, to dispose of unattended, mislabeled or unlabeled Materials left at the Designated Location.

Consistent with trade show industry practices, Exhibitor expressly agrees and acknowledges that Materials may be left unattended between the time the same are packed for shipment following event completion and pick-up for delivery or loading onto a carrier. Provider shall not under any circumstance be responsible or liable for any loss, damage, theft or disappearance of any Material left unattended at the Designated Location prior to pick-up for delivery or loading onto a carrier at Event completion unless due to Provider's gross negligence or willful misconduct.

Declared Value of Materials

Declarations of declared value of Materials are between Exhibitor and its selected carrier only and are in no way binding upon or an extension of Provider's maximum liability under the Agreement or otherwise. Exhibitor expressly agrees that as between Provider and Exhibitor, the actual cash value of Materials governs and controls all determinations relating thereto. Provider shall use commercially reasonable efforts to transmit Exhibitor's declared value instructions to Exhibitor's designated carrier, but Provider shall not be liable for any claim arising from the transmittal of, or any failure to transmit, declared value instructions to any carrier, nor for the failure of any carrier to uphold the declared value or any other term of carriage.

Exhibitor Safety; Assumption of Risk; Injury Claims

Exhibitor is solely responsible for the safety, supervision, and conduct of its employees, agents, contractors, and invitees at the event and while entering, using, or leaving the show site. Exhibitor acknowledges that participation in trade shows involves inherent risks (including, without limitation, slips, trips, falls, and injuries arising from installation/dismantling activities, equipment, and crowds) and voluntarily fully assumes all such risks permitted by law. Exhibitor shall comply with all applicable laws, venue rules, and our safety policies and instructions. Without limiting the foregoing, neither Exhibitor nor any EAC may bring or use any type of lift at the Designated Location.

To the fullest extent permitted by law, exhibitor agrees to defend, indemnify, and hold harmless the Provider and its officers, directors, employees, and agents from and against any claims, demands, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to bodily injury (including death) to exhibitor's employees, agents, contractors, or invitees, except to the extent caused by Provider's gross negligence or willful misconduct.

Exhibitor is responsible for damage to rented property including but not limited to tables, chairs, carpet, drapes, equipment and other miscellaneous materials, rented from the Provider. Damages shall be assessed the cost to repair or replace property damaged.

Exhibitor is solely responsible for damage to property owned by Designated Location, including but not limited to carpet stains, damage to walls, docks, etc. caused by their participation in the event.

Insurance

Exhibitor shall at its sole cost and expense obtain from a licensed third-party insurer and at all times maintain worker's compensation coverage as required by law, and all-risk property coverage including theft and liability coverage with limits of at least $1,000,000. Exhibitor agrees to furnish (or cause its insurance carrier to furnish) a release of subrogation to the extent of any insurance settlement. Exhibitor expressly understands and agrees that Provider is not an insurer.

Damage or Loss

Written notice of purported damage or loss on Provider's form of Incident Report must be furnished within 24 hours of the occurrence, the Event completion or delivery of Material, whichever is later.

Information and documentation supporting purported damage or loss must be furnished to Provider within 30 days of submission of an Incident Report in accordance with the instructions set forth in Provider's form of Incident Report.

Claims for purported damage or loss for which Exhibitor fails to timely submit a completed incident report or the information and documentation supporting the purported damage or loss are barred, without exception.

Claims for purported damage or loss for which Exhibitor timely submits a completed Incident Report but fails to timely submit the information and documentation supporting the purported damage or loss are barred, without exception.

Limitations on Liability

Exhibitor's sole and exclusive remedy for damage or loss to Materials is monetary and is limited to $0.50 (USD) per pound per article with maximum liability of $100.00 (USD) per item, or $1,500.00 (USD) per occurrence/shipment, whichever is less.

Provider's liability shall be limited to any loss or damage which results solely from its gross negligence or willful misconduct in the actual physical handling of Material which compromises Exhibitor's shipment(s) of the same or which results from a material breach of the Agreement by Provider which has remained uncured for 60 days, and not for any other type of loss or damage. Provider has no responsibility or liability for amounts owed to any EAC, all of which are for Exhibitor's account.

Provider has no responsibility for the acts or omissions of any person, entity, contractor or agent of Provider or any other person or entity. Without limiting the foregoing, Provider is not responsible for loss, delay, or damage due to strike, lockouts, work stoppages, natural elements, vandalism, acts of God, civil disturbances, disruptions in the financial or capital markets, tariffs, pandemics, epidemics, government mandated shutdowns, power failures, explosions, acts of terrorism or war, or for any other cause beyond Provider's reasonable control, nor for ordinary wear and tear in the handling of Materials.

In no event shall Provider be liable to Exhibitor or to any other person or entity for special, collateral, exemplary, indirect, incidental, consequential or punitive damages, whether such damages occur either prior or subsequent to, or are alleged as a result of, tortious conduct, failure of Provider's equipment or services or breach of any of the provisions of the Agreement, regardless of the form of action, whether in contract or tort, including strict liability and negligence, even if Provider has been advised or has notice of the possibility of such damages, or for any damages caused by Exhibitor's failure to perform its responsibilities. Such excluded damages include but are not limited to, loss of profits, loss of use, interruption of business, criminal activity, or other consequential or indirect economic loss.

Exhibitor for itself and on behalf of each Exhibitor Party, agrees to waive and release all claims against any Provider Party with regard to all matters for which Provider has disclaimed liability pursuant to the provisions of this Agreement. Claims and demands not made in strict accordance with the Claims for Loss section above are barred and will be rejected.

Indemnification

Exhibitor shall indemnify, defend and hold harmless each Provider Party from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses including but not limited to reasonable attorney's fees and investigation costs on account of personal injury, death, or damage to or loss of property or profits arising out of or contributed to by any of the following, unless the same is finally determined by a competent authority to result solely from the gross negligence or willful misconduct of any such Provider Party: (a) the performance by any Exhibitor party of its obligations under this Agreement; (b) the acts or omissions of any Exhibitor Party in connection with this Agreement; (c) the failure by any Exhibitor Party to comply with applicable laws, rules, and regulations; (d) the failure by any Exhibitor Party to comply with applicable rules, regulations, guidance and directives of (i) Event organizers, (ii) the Designated Location, and (iii) carriers (including drivers/agents) engaged by Provider or Exhibitor to transport Materials; (d) the misuse, improper use, unauthorized alteration, or negligent handling of Provider's equipment; and (e) any material breach of this Agreement by Exhibitor or any Exhibitor Party.

Arbitration

The Parties shall endeavor in good faith to resolve any dispute, controversy or claim arising out of or relating to the relationship of the Parties or the breach, termination or validity of this Agreement by an in-person negotiation between executives at Provider's offices or at such other location as the Parties may agree, which shall occur within 30 days of written notice of dispute by either Party to the other. All reasonable requests for information or documents made by one party to the other will be honored promptly. If the dispute remains unresolved 45 days after delivery and receipt of the foregoing notice it shall be settled by confidential, binding arbitration by a single arbitrator in accordance with the JAMS Rules for Non-Administered Arbitration in New York, New York. The Arbitrator will be selected by the Parties from approved arbitration panel members within 10 days of the expiration of the 45-day period, failing which the arbitrator shall be appointed by JAMS from such panel members. The arbitrator shall only award direct monetary damages, and shall not award special, indirect, consequential, incidental or punitive damages. The award and decision shall be in writing and contain findings of fact and conclusions of law, and shall determine allocation of costs (but not attorney's fees) among the Parties. Judgment upon the award may be entered by any court having jurisdiction. This dispute resolution process shall not apply to bona fide third-party practice in litigation brought by or against a third-party, and shall not be construed to preclude either party from obtaining injunctive or equitable relief.

General Provisions

Exhibitor shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without Provider's prior written consent. Any purported assignment, transfer, delegation and/or subcontracting without Provider's prior written consent shall be null and void and not relieve Exhibitor of any of its obligations under this Agreement. Provider may at any time assign or transfer any or all its rights or obligations under this Agreement.

This Agreement is for the sole benefit of Provider and Exhibitor and their respective successors and permitted assigns. Nothing express or implied herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

No waiver of any provision of this Agreement is effective unless written and signed by Provider. No failure to or delay in the exercise of any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

If any provision of this Agreement is deemed invalid, illegal, or not enforceable, the remainder of this Agreement shall remain in effect and not be impacted by such findings.

This Agreement shall be construed under the laws of the State of Georgia without reference to the conflicts of laws principles thereof. Provider and Exhibitor hereby consent to the exclusive jurisdiction and venue of the federal or state courts located in Fulton County, Georgia for all actions or suits related to the interpretation or enforcement of this Agreement.

The relationship between Provider and Exhibitor is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

The provisions of this Agreement which by their nature should apply beyond their term will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Claims for Loss, Indemnification, Governing Law, Jurisdiction and Survival and Waiver and Release.

Termination

Fern may terminate this Agreement immediately upon written notice in the event you breach any term or provision hereof. We may also terminate this Agreement for any reason or no reason upon ten (10) days prior written notice to you. In either case, you shall be responsible for any fees or charges incurred prior to effective date of such termination.

Definitions

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