AMAZING PET EXPOS CONTRACT

TERMS AND CONDITIONS

Show Management and Exhibitor. (a) The term “Show Management” or “APE” used herein shall define the personnel, its agents and event partners, including but not limited to Amazing Pet Expos. The term “Show” will refer specifically to the Pet Expo indicated on the preceding pages. The term “Exhibitor” shall define the company and its personnel and agents selecting to participate in the Show. The terms “Show Space” and “Exhibit Space” are interchangeable. Once Exhibitor has executed this Contract by means of a signature, all terms shall become binding. (b) Management for the Show: Amazing Pet Expos; Local Phone Number: (314) 667-4390; e-mail: info@amazingpetexpos.com; Website: www.amazingpetexpos.com. All written correspondence should be directed to the mailing address contained herein.

1. Exhibiting Companies and Products. Show Management has the sole right to determine eligibility for a product or company in its show and may remove or relocate unsuitable Exhibitors. Show Management shall have the right to change the location of assigned space for an Exhibitor. Exhibitor agrees not to assign or sublet its space. Exhibitor may display or advertise only goods and services normally manufactured or offered in the course of its business.

2. Exhibit Space Rules and Contractor Services. (a) Show Management shall have the right to establish rules for the show and the use of Exhibit Space covered by this Contract, including but not limited to the rules in the Exhibitor Service Kit. Show Management will furnish Exhibitors with the name of an Exhibit service contractor prepared to furnish all services customarily required within a reasonable time prior to the commencement of the show. Complete shipping instructions and information regarding furniture rental, electrical work, telephone installation, plumbing, labor for erecting and dismantling exhibits, drayage, etc., will be forwarded to Exhibitors in advance. A service desk or office will be maintained in the exhibit area. Show Management assumes no responsibility or liability for any of the foregoing services performed or materials delivered. (b) Show Management shall have full discretion and authority as to the placement of all decorations, signage and display items. Show Management may require the replacement or redecorating of an item, display or booth and no costs shall accrue to Show Management because of such necessity. Exhibitors are responsible for the covering or repair of all areas Show Management may consider unsightly, at Exhibitor’s expense. Should an Exhibitor be unfinished with installation as specified in the show rules, Show Management may take steps to finish said installation at the Exhibitor’s expense. Should the Exhibitor fail to follow show deadlines for installation in terms of occupying the agreed upon booth space, Show Management shall repossess said space and Exhibitor forfeits all claims to it and all monies paid. No Exhibitor shall have the right to dismantle, unpack or vacate a booth prior to the end of the official show hours without the express written permission of Show Management; failure to do so will jeopardize an Exhibitor’s acceptance in future shows. Show Management reserves the right to amend and enforce show regulations as it deems proper to assure the success of the event.

3. Attendance. Show Management shall have sole control over attendance policies at all times. All Exhibitors agree to staff their booth(s) during show hours. Failure to do so will jeopardize an Exhibitor’s acceptance in future shows. All Exhibitors agree to set up their exhibit space on the set-up day as outlined in their Exhibitor Service Kit. If Exhibitor fails to do so, or if the Exhibitor is not completely set-up and registered within one hour of show time, Show Management reserves the right to re-take possession of the Exhibitor’s assigned exhibit space and reassign the space to another Exhibitor.

4. Enjoyment of Reasonable Business Environment. Show Management reserves the right to restrict booth size, noise, characters, lights, entertainment and methods of operation which it deems objectionable. Any behavior or equipment which Show Management finds to detract from the general appearance and intention of the show may be grounds for eviction. Neon lights, gas, signs, helium balloons, taping items on the facility walls or columns are expressly prohibited. Exhibitors are urged to seek approval in advance of the show from Show Management for questionable items so as to eliminate additional removal costs on the behalf of the Exhibitor at the show. If the Exhibitor fails to comply with respect to show rules and this Contract, Show Management may re-take possession of Exhibitor’s assigned space, notwithstanding Exhibitor’s continued responsibility for all payments due.

5. Fees and Deposits. Exhibitor is responsible for timely submittal of fees as noted in the preceding payments. Should Exhibitor delay payments, Show Management shall have the right to repossess any assigned space after notifying Exhibitor in writing of the intent to do so. In the event of default by the Exhibitor, Exhibitor remains responsible for payments due and assumes the responsibility for all enforcement costs incurred by Show Management in collecting such fees. Shall any payment be returned as non sufficient funds, a $25 fee will be added each instance.

6. Security. Show Management provides perimeter guard services during show hours as noted in the Exhibitor Service Kit. Security for all Exhibitor equipment, materials and personnel remains the responsibility of the individual Exhibitor. Exhibitors should retain adequate coverage for theft, damage or any loss. Exhibitors are encouraged to have guards and insurance at their own expense.

7. Show Hours and Exhibitor Activities. Show Management shall have the authority to set show hours, which may change upon notice to the Exhibitors. Exhibitors agree not to schedule or conduct any activities which conflict with show hours, including, but not limited to: seminars, luncheons, receptions and hospitality suites. Distribution of Exhibitor literature and materials is limited to the confines of the Exhibitor booth space. Exhibitors are required to wear officially issued name badges provided by Show Management.

8. Music Licensing. Exhibitors are solely responsible to obtain the necessary licenses for all usage of music or video and all costs for such licenses are the responsibility of the Exhibitor. Exhibitor may be prohibited from certain activities without proof of required licenses.

9. Liability and Insurance. Show Management, show facility, their co-sponsors, agents and employees, shall not be responsible for any loss, theft, or damage to the property of the Exhibitor, his employees or representatives. Furthermore, Show Management, show facility, their co-sponsors, agents and employees, shall not be responsible for any damage, illness or injury to Exhibitor personnel, agents or attendees. Exhibitor shall indemnify and hold harmless Show Management, show facility, their co-sponsors, agents and employees, from all liability which might ensue from any cause whatsoever, including attorney’s fees. Exhibitor agrees to maintain adequate insurance to fully protect Show Management, its co-sponsors, contractors and show facility from any and all claims which may arise in connection with the installation, operation and dismantling of the Exhibitor’s display. This includes claims under the Workers Compensation Act. Exhibitor will be required to pay for any damage caused by its employees or agents.

10. Compliance. Exhibitor assumes all responsibility for compliance with federal and local codes and all laws related to public safety, as well as facility regulations. Exhibitor is responsible to meet all requirements of the American with Disabilities Act. Wiring and decorating materials must all conform to local codes and fire regulations. Exhibitor assumes the responsibility to ascertain that all such codes and laws have been met, including issues related to facility services. Exhibitor is solely responsible to obtain all necessary permits and tax forms, including submitting any taxes or fees required by local, state or federal authorities.

11. Postponement of Show. In the event that the show is unable to operate, in the sole determination of Show Management, whether due to Acts of God, terrorism, war, illness, public safety, strike, civil commotion, picketing, fire or state of emergency, or by reason of any other occurrence not under the control of Show Management, or otherwise, Show Management may postpone the show or make changes to the show location. If for any reason Show Management determines that the location and/or dates of a show should be changed, no refund will be due to Exhibitor, and Show Management will assign to Exhibitor, in lieu of the original space, such other space as Show Management deems appropriate, and Exhibitor agrees to use such space under the terms of this Contract, meaning the reserved space would move to the new date/location at no additional cost to the Exhibitor. Show Management shall not be financially liable or otherwise obligated in the event that the show is relocated or postponed.

12. Cancellation or Termination of the Show. In the event that the show is unable to operate, in the sole determination of Show Management, whether due to Acts of God, terrorism, war, illness, public safety, strike, civil commotion, picketing, fire or state of emergency, or by reason of any other occurrence not under the control of Show Management, or otherwise, Show Management may cancel, postpone or terminate the show. In the event of such cancellation, postponement or termination, the Exhibitor waives any and all claims the Exhibitor may have against Show Management for damages or expenses and agrees to accept in complete settlement and discharge of all claims. In the case that an event is cancelled for any reason other than the aforementioned reasons, exhibitor is entitled to a full refund of registration fees. If applicable and eligible, all refunds will be processed within 90 days of the date of show cancellation. In summary, if an event is cancelled for any reason other than Force Majeure, refunds will be provided; in the instance of Force Majeure, Show Management will make reasonable attempts to reschedule the event (see Item 11).

Sponsorships - Sponsorships are non-refundable. Sponsorships are transferable with permission from Amazing Pet Expos

13. Exhibitor Cancellation or Non-Payment. Exhibitor agrees that a reservation is made at the time of execution of this Contract, whether or not accompanied by pending deposit, and it shall be regarded as valid and binding. Should Exhibitor decide to cancel after executing this Contract, Exhibitor acknowledges that it is difficult to assess the full lost opportunity of Show Management to have provided space to others and the attendant expenses in doing so. As such, if written cancellation notice is received by Show Management 181 days or more prior to the event, Exhibitor is liable for 50% of the contracted amount; any written Cancellation notice received less than 181 days prior to the event, Exhibitor is liable for 100% of the contracted amount. Should Exhibitor fail to make timely payments as noted in this Contract, Show Management reserves the right to reassign the space to another Exhibitor.

14. Confidentiality. Exhibitor acknowledges that during the course of doing business with Show Management, Exhibitor will have access to and possession of proprietary information “Confidential information”, such as Show Management business strategies and Exhibitor contracts. Exhibitor recognizes and acknowledges that this Confidential Information is valuable, special and unique to the Show Management’s business, is owned solely by and is the exclusive property of Show Management and is to be used only for Show Management’s benefit during the business relationship with Show Management, and thereafter in perpetuity. Exhibitor shall keep secret and shall not use or disclose, reveal, transfer, reproduce, sell, capitalize upon or take advantage of such Confidential Information relating to Show Management, its subsidiaries, affiliates, customers, suppliers or other third party that do business with it except at the request of Show Management, and in addition, Exhibitor shall exercise all reasonable efforts and precautions to prevent such disclosure, breach of confidentiality, or other conduct or action inconsistent herewith; provided, however, that Confidential Information may be disclosed to the extent (i) required by law or court order or (ii) generally available to the public other than by unauthorized disclosure.

15. Miscellaneous. Show Management makes no representations or warranties as to the condition of the show facility, contractors or subcontractors involved or the success of the Exhibitor’s efforts for which the exhibit space is to be used. This Contract shall be governed as a whole in accordance with the laws of the State of Missouri. Any actions arising out of enforcement of this Contract must be initiated in the State of Missouri. This Contract and these “Terms and Conditions” represent the sole and entire Contract between Show Management and the Exhibitor, and it supersedes all prior contracts and discussions. Show Management does not offer exclusivity for any product or service, nor does it guarantee that Exhibitors will not be placed in proximity to competitors. No person at Show Management is authorized to make changes to this Contract except in writing with the signature of an officer of the company. The provisions set forth are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity of enforceability of any other provision. Show Management shall use all reasonable efforts to properly manage installation and the event itself. Show Management shall not be held liable for late installation or power or service interruptions that may occur. The person executing this Contract on behalf of the Exhibitor represents and warrants that they have the authority to do so and may bind the entity for which they sign. By signing this Contract, Exhibitor authorizes Show Management to use its company name and any photographs taken at the Show for promotional purposes.

16. Pet Sales. Exhibitor agrees that they will not sell animals of any kind at the show, with the exception of 501c3 rescue-group based pet adoptions. Raffles or animal-based prize giveaways are also expressly prohibited. Further, Exhibitor warrants that they do not profit from the commercial breeding of cats, dogs, birds, reptiles or other animals suitable as pets. Any pets adopted at the show must be spayed or neutered or, if unaltered, must remain in the rescue-group’s care until spay/neuter procedures have been completed. Any pets attending the show as part of an Exhibitor’s appearance must be of sound temperament and in good health. Proof of current vaccinations will be required for all animals attending the show. Any 501c3 rescue groups wishing to bring adoptable animals to the show must submit a copy of their current adoption procedures to Show Management with this Contract. All 501c3 rescue-groups must adhere to their current adoption procedures at the show.

17. Early Breakdown or No Show. Exhibitor agrees that there will be no break-down of booth prior to 6PM. Any exhibitor that breaks down before 6PM will be charged a $125 penalty. Exhibitor agrees that said penalty will be automatically charged to the payment method we have on file at Amazing Pet Expos. If you MUST leave early for extenuating circumstance, please arrange with our staff at least one week in advance of show date and arrange for written approval. Any exhibitor that fails to show up on show day with no notification or written approval from Amazing Pet Expos will be charged a $125 penalty. Exhibitor agrees that said penalty will be automatically charged to the payment method we have on file at Amazing Pet Expos.

18. Disputes. Exhibitor agrees that should dispute arise, however unlikely, only legitimate courses of business to business dispute resolution will be chosen, such as an attorney, mediator or professional business to business method of dispute resolution..Posting disputes on consumer sites that offer no mediation or resolution such as List or Yelp or Facebook (or similar site) will result in immediate breach of contract, forfeiture of project, booth, sponsorship and all rights herein. Client acknowledges that if in fact client chooses to post disputes or complaints on said sites, a fine of $250 per posting will be charged to the payment information on file. Posting disputes or complaints on online extortion sites such as Rip Off Report, Complaints Board, Scam Informer, Reviewopedia, Google Plus, Facebook or sites other than the legitimate organizations mentioned in the first sentence of this line item will result in immediate breach of contract, forfeiture of project, booth, sponsorship and all rights herein. Client acknowledges that if in fact client chooses to post disputes or complaints on said sites, a fine of $250 per posting will be charged to the payment information on file. Exhibitor acknowledged that this is a business to business contractual relationship and will act accordingly with regard to disputes.

We have read the Contract Terms and Conditions. We understand that this is a legally binding document between Amazing Pet Expos and the Exhibitor. No refunds will be issued except for the preceding reasons and conditions. We also understand that any change(s) in this Contract will be made in writing.

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