Terms and Conditions Covering Contract For Exhibit Space Rental

NOTE: THIS DOCUMENT CONTAINS AN ARBITRATION PROVISION AND CLASS WAIVER.

SEE “DISPUTE RESOLUTION AND CLASS WAIVER” SECTION BELOW.

Purpose

The person, on behalf of Exhibitor, executing this Contract for Exhibit Space Rental (“Contract”) represents and warrants that the Exhibitor identified is a valid business entity and is engaged in the marketing and sale of the goods and/or services identified in the Contract. It is further understood that the Exhibitor’s purpose in renting the space is solely for business purposes.

Contracting for Space

In order to contract for an exhibit booth at the show referenced at the top of the Contract for Exhibit Space Rental, the Contract must be executed by an authorized representative of

the Exhibitor. Upon receipt of the Contract by the Promoter, the Promoter shall assign booth space at its discretion at the show to the Exhibitor. The Promoter (as indicated on the Contract) reserves the right, in its sole and absolute discretion to determine the eligibility of exhibitors and exhibits for the show, to limit, reject, or prohibit exhibits or exhibitors that the Promoter considers objectionable, and to re-arrange the floor plan and/or relocate exhibits and/or exhibitors prior to the show when such changes are deemed by the Promoter to be in the best interest of the show. Exhibitor’s booth must be paid in full at time of registration.

Use of Space

Exhibitor warrants and represents that Exhibitor shall exclusively use the booth space during the show for the sole purpose of selling, displaying, advertising, marketing, or distributing only the products and services specifically listed by Exhibitor in the Contract. Exhibitor shall not distribute or otherwise use, advertise, market or otherwise display materials provided by Exhibitor’s advertisers, media partners, affiliates, or other third parties that may be directly or indirectly affiliated with or in any way related to Exhibitor. Exhibitor shall not assign, sublet, lease, license or otherwise share or re-allocate booth space. Booths and/or display structures must be in strict compliance with the specific dimensions and restrictions provided to Exhibitor.

Booth Presentation and Equipment

Displays and structures shall not extend into the aisles, obstruct pedestrian traffic or visibility of adjacent booths. Display material exposing an unfinished surface to a neighboring booth is not permitted and must be finished or draped at Exhibitor’s expense. The Promoter, in its sole and absolute discretion reserves the right to restrict or prohibit exhibits which are objectionable due to actual or perceived conflicts of exclusivity contracts, noise, methods or nature of operation, materials or for any reason(s) related to persons, things, conduct, or printed matter. The Promoter may also restrict or prohibit with or without cause, any exhibit, person, or booth space in its entirety, or partially, that may alter or detract from the general character of the show as a whole. In the event of any such objection, restriction or prohibition, or eviction, the Promoter shall not be liable to or responsible for any losses, damages or expenses directly or indirectly incurred by Exhibitor.

Live Performances

All Exhibitors seeking to perform or showcase acts must reserve a time throughout the duration of the event. All performances and/or singers are limited to 10 minutes and are only permitted in designated show management areas. If an Exhibitor did not pre-notify for a performance, they are prohibited from playing any music, sound system, instrument or any noise producing device including the use of speakers, unless approved by Promoter.

Exhibitor’s Responsibilities

Exhibitor shall comply with each and every term of this Contract, as well as applicable rules, regulations, guidelines, by-laws, ordinances, or regulations of any town, city, state, administrative, regulatory or governing body having jurisdiction over the show. Exhibitor acknowledges that the Promoter shall make the final decision with regard to the implementation and/or enforcement of any contract term, or applicable rule or regulation. Exhibitor is responsible for payment for labor, equipment, and services (other than general heat, lighting and air conditioning) ordered at the request of Exhibitor from service contractors including but not limited to electricians, decorators, shippers, material handling companies, compressed air/gas suppliers, telephone companies, internet companies, hotels, and cleaning services. Exhibitor specifically agrees to observe all union contracts and labor relations agreements between the venue, the Promoter and the contractors servicing the facility and companies operating in the facility in which the show is taking place. Exhibitor shall at all times observe the labor laws and rules and regulations of the jurisdiction in which the show is located. Exhibitor agrees to obtain at its sole expense any licenses or permits from governmental bodies which may be required for the operation of Exhibitor’s trade or business during the show, and Exhibitor agrees to pay all taxes or fines that may be levied or due as the result of the Exhibitor’s booth at the show. All electrical wiring in or on booths and equipment must conform to federal, state, municipal, and any other applicable codes or laws. All hazardous items must be properly safeguarded, protected, registered, and/or avoided in accordance with applicable federal,

state and municipal regulations. Only contractors approved by the Promoter will be permitted to work in the show.

Cancellation

In the event that Exhibitor does not show up for the show, Exhibitor is not entitled to a refund. In the event Exhibitor wants to cancel their participation in the show, Promoter will issue an internal credit (not a refund) to Exhibitor, which Exhibitor can use for any future show. However, if your company’s products and/or services are considered a capped category or capped company (collectively “Capped Exhibitors”) (capped means that Promoter limits the number of exhibitors that may exhibit in the show in certain categories or with certain company names), as determined solely by Promoter, your cancellation notice must be received no later than 30 days prior to the show to be eligible for a credit. Your credit will be available to use in any future show with an opening for your capped category or capped company. Capped Exhibitors will lose

their credit for any cancellation within 30 days of the show.

Miscellaneous

Exhibitor authorizes Promoter to use Exhibitor’s profile, pictures, website content or any publicly available information about Exhibitor on Promoter’s or Promoter’s affiliates

website or advertisements. Any consumer data (including but not limited to attendee lists which are subject to separate terms & conditions) shared by Promoter or Promoter’s

affiliates with Exhibitor is shared free of charge with Exhibitor only, and at Promoter’s sole discretion. Exhibitor is not to use any such consumer data for any purposes other than

promoting its products and services and is not to share such consumer data with third parties. Promoter may decline sharing consumer data with Exhibitor for any reason.

Limit of Liability

Exhibitor agrees to pay promptly for any and all damage to the venue, including to the venue building or its equipment, incurred through carelessness or otherwise, caused by the

Exhibitor, his/her/its employees, agents, contractors, and representatives. Exhibitor acknowledges that the Promoter does not maintain insurance covering damage, destruction or

loss of Exhibitor’s property, and the Promoter assumes no responsibility for loss or damage to the Exhibitor’s property. Exhibitor shall obtain and maintain at its own expense,

during the period commencing on the first move-in date and terminating on the last move-out date, a policy of insurance acceptable to the Promoter. The policy of insurance shall

name the Promoter and the venue as additional insureds and insure the Exhibitor and venue against all claims of any kind arising from or in any way connected with Exhibitor’s

presence or operations at the show. The policy shall provide coverage of at least $1,000,000 for each separate occurrence. Although commercial security may be attendant during

the show, Exhibitor is encouraged to secure small and/or valuable exhibit material. It is expressly understood by Exhibitor that neither the Promoter, ACS nor its

employees, agents, or representatives shall be responsible for or otherwise liable for damage or injury to Exhibitor, including Exhibitor’s guests, invitees, employees, agents,

contractors, owners, or property as a result of robbery, fire, water, accident or any other cause whatsoever. Should loss occur, Exhibitor is encouraged to report it immediately to

attendant security. In the event the Contract or any terms of the Contract are deemed unenforceable by a court of competent jurisdiction, Exhibitor hereby expressly agrees the

maximum liability of the Promoter arising out of any tort, contract, legal or equitable claim or cause of action, whether cumulative or singular, joint or several, shall be limited to

Exhibitor’s rent paid to the Promoter for the booth space.

Indemnity

Exhibitor will protect, indemnify, defend, save and hold harmless the Promoter and its agents, officers, directors, and employees against all claims, liabilities, losses, damages,

government charges, fines and costs (including attorneys’ fees) arising out of, caused by, or related to (1) Exhibitor’s installation, removal, maintenance, occupancy, or use of the

venue or any part thereof; (2) any act or omission to act of Exhibitor or its guests, invitees, employees, agents, owners or contractors; (3) Exhibitor’s use of any patents,

trademarks, copyrights, or other intellectual property rights owned by a third party; or (4) any breach by Exhibitor of its obligations under this Contract. Exhibitor will protect,

indemnify, and defend the exhibit venue and the host city/county, including its divisions and its employees and agents, harmless against all claims, losses, and damages to persons

and property, governmental charges or fines, and attorneys’ fees arising out of or caused by Exhibitor’s negligence, recklessness, or intentional misconduct during the installation,

removal, maintenance, occupancy or use of the venue or part thereof, excluding any such liability caused by the negligence, recklessness, or intentional misconduct of the venue

and the host city/county, or its division, employees or agents.

Promoter Cancellation or Change of Show Venue or Date(s)

If the premises in which the show is conducted become unfit for occupancy or substantially interfered with due to any cause not within the control of the Promoter or if the

Promoter deems it to be in the best interest of the show, the show may be cancelled, relocated or delayed at the sole discretion of the Promoter. Exhibitor understands and

acknowledges that the Promoter shall not be responsible for delays, damage, loss, increased costs, or other unfavorable conditions arising out of causes not reasonably within the

control of the Promoter including without limitation, fire, casualty, flood, epidemic, pandemic, earthquake, explosion, accident, blockage, embargo, inclement weather, government

restraints, act of public enemy or civil disturbance, impairment, or lack of adequate transportation, inability to secure sufficient labor, technical or other personnel, municipal, state,

or federal laws, or acts of God. Should the Promoter cancel, relocate, and/or delay the show pursuant to any of the foregoing, Exhibitor hereby waives any and all claims for injury,

loss or damage arising therefrom, agrees that Exhibitor is not entitled to a refund, and Exhibitor shall be responsible to pay any balance due Promoter within 30 days of

cancelation, relocation, or delay. Once Exhibitor is paid in full, Promoter will issue an internal credit (not a refund) that Exhibitor can use for any future show and said credit will

never expire. Promoter will endeavor to reschedule or relocate the show.

Dispute Resolution and Class Waiver

1. a) What claims must be arbitrated. Except as provided below in this “Dispute Resolution and Class Waiver” section, you and we agree that any cause of action, legal

claim, or dispute arising out of or related in any way to these Terms and Conditions, the Contract, or your participation in an exhibition pursuant to the Contract

(“claim(s)”), regardless of whether the claim is preexisting or arises in the future, including claims by or against your and our respective past, present, and future

affiliates or agents or other users or beneficiaries of your Contract, must be resolved by arbitration on an individual basis before the American Arbitration Association

(“AAA”). This arbitration provision is governed by the Federal Arbitration Act. By agreeing to arbitrate, you and we waive the rights to sue in court and trial by

jury.

1. b) What claims won’t be arbitrated. Instead of using arbitration, you or we can bring claims in your local “small claims” court, but if the action is removed or appealed to a

court of general jurisdiction, then the claim(s) must be arbitrated. In addition, only a court can resolve issues relating to the scope and enforceability of the arbitration

provision or whether subsection (c) (requiring individual arbitration) or subsection (d) (requiring pre-arbitration notice of disputes and settlement discussion) have been

violated.

1. c) Arbitration on an individual basis. Class actions and class arbitrations are not permitted; you and we may bring a claim only on your or our own behalf and cannot

seek relief that would affect other Promoter or ACS affiliate company exhibitors. Nor may an arbitrator consolidate arbitrations unless all parties agree. If there is a final

judicial determination that an issue cannot be arbitrated in accordance with this subsection’s limitations, then that issue will be decided by a court after all other issues

are arbitrated.

1. d) Notice of claims and informal settlement discussions before arbitration. Before commencing arbitration, the claimant must provide the other party with a written Notice

of Dispute that includes (i) the claimant’s company name, phone number, email and mailing addresses; (ii) a detailed description of the dispute and the legal basis for

the claims; (iii) the specific relief sought; and (iv) the claimant’s signature. Any Notice of Dispute you send to us should be mailed to Grillo Event Management, LLC.  Any Notice of Dispute we send to you will be sent to the mailing address listed in the Contract, or by other

appropriate means. Following receipt of a valid Notice of Dispute, the recipient will have 60 days to investigate the claim. During that period, either party may request

an individualized discussion (by phone call or videoconference) regarding settlement, which shall take place at a mutually agreeable time (which can be after the 60-day

period). You and our legal or business representative (or outside counsel) must personally participate, unless otherwise agreed in writing. Your lawyers (if any) also can

participate. If you and we are unable to resolve a dispute within the later of 60 days from when we received your valid Notice of Dispute or the date of the

individualized discussion regarding settlement (if timely requested), either party may start arbitration proceedings. The Notice of Dispute and discussion requirements

are essential to give the parties a meaningful chance to resolve disputes informally. If any aspect of these requirements has not been met, a court can enjoin the filing or

prosecution of an arbitration or the assessment of any arbitration fees. In addition, unless prohibited by law, the arbitration provider cannot accept, administer, or assess

fees for such an arbitration. The submission of a valid Notice of Dispute will toll the statute of limitations for the claims and relief identified in the Notice until the later

of 60 days from when we received your Notice of Dispute or the date of the individualized discussion regarding settlement.

1. e) How arbitration works. Notwithstanding and without affecting the parties’ agreement and acknowledgment in the “Purpose” section above that Exhibitor is a business,

the parties agree that the AAA will administer all arbitrations under its Consumer Arbitration Rules, as modified by this arbitration provision. If the relief sought by

either you or us in an arbitration exceeds $75,000 in value (not counting amounts sought for punitive or treble damages or for attorneys’ fees or costs), then the AAA’s

Commercial Arbitration Rules rather than the Consumer Arbitration Rules shall apply. Those Rules are available at adr.org or by writing to the Notice Address. If the

AAA cannot or will not administer the arbitration in accordance with this arbitration provision, another arbitration provider will be selected by the parties or, if there is

no agreement, by the court. The arbitrator may consider rulings in arbitrations involving other customers, but an arbitrator’s rulings will not be binding in proceedings

involving different customers. Except as provided in subsection (c), the arbitrator can award the same relief that a court can award under applicable law, including

sanctions against any represented party or counsel permitted under AAA Rules, Federal Rule of Civil Procedure 11(b), or other applicable law.

1. f) Costs of arbitration. The applicable AAA rules will govern the allocation and payment of all AAA or arbitrator fees. If you cannot pay your share of the fees, you may

request a fee waiver from the AAA. If the AAA refuses to waive them, we will consider in good faith any written request to the Notice Address to pay your share of the

fees, so long as you have fully complied with subsections (c) and (d). In all cases, the arbitrator may reallocate these fees in accordance with the AAA’s rules regarding

frivolous or improper claims or vexatious litigation or if the arbitrator determines that you or we have violated the standards of Federal Rule of Civil Procedure 11(b).

1. g) How to opt out of arbitration. You can opt out of arbitration within 30 days of the date that you first agreed to these Terms and Conditions (including any earlier

version). If you have previously agreed to arbitration, then you may opt out of revisions to the arbitration provision within 30 days of first receiving notice of those

revisions, in which case the prior version of the arbitration provision will apply. To opt out, you must send us your name, company name, mailing and email address,

and phone number, and a statement personally signed by you that you want to opt out of arbitration (or of revisions to the arbitration provision). That information must

be sent to this address: American Consumer Shows, LLC, 6901 Jericho TPKE, Ste. 250, Syosset NY, 11791

1. h) What court will hear claims. For any claim that is not arbitrated or resolved in small claims court (including proceedings over the enforcement of this arbitration

provision), you and we agree that it will be resolved exclusively in the state and federal courts in Michigan. You and we also agree to submit to the personal jurisdiction

and venue of these courts for the purpose of litigating any such claim.

1. i) Prevailing Party. In any suit, action, or proceeding between the parties to the Contract and/or these Terms and Conditions other than as set forth in sections (a)-(h)

above, the prevailing party shall be entitled to recover its attorneys’ fees and costs from the other party hereto, along with the fees and costs associated with any

collection efforts in that regard.

Entire Agreement, Severability, and Governing Law

The Contract together with the exhibitor manual and these Terms and Conditions (which are part of the Contract) constitutes the entire agreement between Exhibitor and the

Promoter, and such agreement may not be modified except in writing signed by Exhibitor and Promoter. If any provision in the Contract, exhibitor manual, and/or the Terms and

Conditions is deemed to be invalid or unenforceable under applicable law, such provision (or portion of a provision) is deemed omitted and the remaining provisions will continue

in full force and effect. The parties to the Contract agree that the laws of the State of Michigan shall govern the Contract.