<div class="descriptioncontent"> <p>The terms and conditions set forth below become a part of the Contract between HOLLINS and you, the EXHIBITOR. Acceptance of said terms and conditions will be construed when any of the following conditions are met:</p> <ul> <li style="padding-bottom: 10px;"><strong>THE METHOD OF PAYMENT FORM IS SIGNED, OR ELECTRONIC PAYMENT IS PROVIDED</strong></li> <li style="padding-bottom: 10px;"><strong>AN ORDER FOR LABOR, SERVICES AND/OR RENTAL EQUIPMENT IS PLACED BY EXHIBITOR WITH HOLLINS</strong></li> <li style="padding-bottom: 10px;"><strong>WORK IS PERFORMED ON BEHALF OF EXHIBITOR BY LABOR SECURED THROUGH HOLLINS</strong></li> </ul> <p><strong>DEFINITIONS:</strong> For purposes of this Contract, "HOLLINS" or "HOLLINS Exposition Services" means HOLLINS Exposition Services, and their respective employees, directors, officers, agents, assigns, affiliated companies, and related entities including, but not limited, to any subcontractors HOLLINS may appoint. The term "EXHIBITOR" means the Exhibitor, its employees, agents, representatives, and any Exhibitor Appointed Contractors ("EAC").</p> <p><strong>PAYMENT TERMS:</strong></p> <p><strong>Full payment, including any applicable tax, is due in advance or at show site.</strong> All payments must be in U.S. funds and all checks must be drawn on a U.S. bank. Orders received without advance payment or after the deadline date will incur additional After Deadline charges as indicated on each order form.</p> <p>All materials and equipment are on a rental basis for the duration of the show or event and remain the property of HOLLINS except where specifically identified as a sale. All rentals include delivery, installation, and removal from EXHIBITOR's booth. In case of cancellation of any orders or services by EXHIBITOR, a one-hour "per person, per hour" charge will be applied for all labor orders that are not canceled in writing at least 24 hours prior to the scheduled start time. If Custom-Cut Carpet, Modular Rental Exhibits and any other custom-order items or services have already been provided at the time of cancellation, fees will remain at 100% of the original charge. If the Show or Event is canceled because of reasons beyond HOLLINS's control, EXHIBITOR remains responsible for all charges for services and equipment provided up to and including the date of cancellation. HOLLINS will not issue refunds to EXHIBITOR of any payments made before the date of cancellation. Administrative fees are applied to refunds due to overpayment via credit card or check.</p> <p>It is EXHIBITOR's responsibility to advise the HOLLINS Service Desk Representative of problems with any orders, and to check the EXHIBITOR's invoice for accuracy prior to the close of the Show or Event.</p> <p>If EXHIBITOR is exempt from payment of sales tax, HOLLINS requires an exemption certificate for the State in which the services are to be used. Resale certificates are not valid unless EXHIBITOR is re-billing these charges to its customers.</p> <p>For International EXHIBITORS, HOLLINS requires 100% prepayment of advance orders, and any order or services placed at show site must be paid at the show. For all others, should there be any pre-approved unpaid balance after the close of the show; terms will be net, due and payable in ROANOKE, VIRGINIA upon receipt of invoice. Effective 30 days after invoice date, any unpaid balance will bear a FINANCE CHARGE at the lesser of the maximum rate allowed by applicable law, or 1.5% per month, which is an ANNUAL PERCENTAGE RATE of 18%, and future orders will be on a prepaid basis only. If any finance charge hereunder exceeds the maximum rate allowed by applicable law, the finance charge shall automatically be reduced to the maximum rate allowed, and any excess finance charge received by HOLLINS shall be either applied to reduce the principal unpaid balance or refunded to the payer. If past due invoices or invoice balances are placed with a collection agency or attorney for collection or suit, EXHIBITOR agrees to pay all legal and collection costs. THESE PAYMENT TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF VIRGINIA. In the event of any dispute between the EXHIBITOR and HOLLINS relative to any loss, damage, or claim, such EXHIBITOR shall not be entitled to and shall not withhold payment, or any partial payment, due to HOLLINS for its services, as an offset against the amount of any alleged loss or damage. Any claims against HOLLINS shall be considered a separate transaction, and shall be resolved on its own merits. HOLLINS reserves the right to charge EXHIBITOR for the difference between the EXHIBITOR's estimate of charges and the actual charges incurred by EXHIBITOR, or for any charges that HOLLINS may be obligated to pay on behalf of EXHIBITOR, including without limitation, any shipping charges. If EXHIBITOR provides a credit card for payment and charges are rejected by the EXHIBITOR's credit card company for any reason, HOLLINS hereby provides notice that it reserves the right, and EXHIBITOR authorizes HOLLINS, to continue to attempt to secure payment through that credit card for as long as unpaid balances remain on the EXHIBITOR's account.</p> <p><strong>LABOR UNDER THE SUPERVISION OF EXHIBITOR</strong></p> <p><strong>RESPONSIBILITIES</strong></p> <p>EXHIBITOR shall be responsible for the performance of labor provided under this option. It is the responsibility of EXHIBITOR to supervise labor secured through HOLLINS in a reasonable manner as to prevent bodily injury and/or property damage and also to direct them to work in a manner that is in compliance with HOLLINS' Safe Work Rules and/or Federal, State, County and Local ordinances, rules and/or regulations, including but not limited to Show or Facility Management rules and/or regulations. It is the responsibility of EXHIBITOR to check in with the Service Desk to pick up labor, and to return to the Service Desk to release labor when the work is completed.</p> <p><strong>INDEMNIFICATION:</strong></p> <p>EXHIBITOR agrees to indemnify, hold harmless, and defend HOLLINS from and against any and all demands, claims, causes of action, fines, penalties, damages, liabilities, judgments, and expenses (including but not limited to reasonable attorneys’ fees and investigation costs) for bodily injury, including any injury to HOLLINS employees, and/or property damage arising out of work performed by labor provided by HOLLINS but supervised by EXHIBITOR. Further, the EXHIBITOR's indemnification of HOLLINS includes any and all violations of Federal, State, County or Local ordinances, "Show Regulations and/or Rules" as published and/or set forth by Facility or Show Management, and/or directing labor provided by HOLLINS to work in a manner that violates any of the above rules, regulations, and/or ordinances.</p> <p><strong>IMPORTANT</strong></p> <p><strong>PLEASE REFER TO HOLLINS' "MATERIAL HANDLING TERMS & CONDITIONS" AS IT RELATES TO MATERIAL HANDLING SERVICES. CONTRACT TERMS DEPEND ON THE NATURE OF SERVICES SECURED BY EXHIBITOR THROUGH HOLLINS. TERMS & CONDITIONS MAY VARY FOR EACH TYPE OF SERVICE ORDERED.</strong></p> <p><strong>MATERIAL HANDLING</strong></p> <p>Acceptance of said terms and conditions will be construed when any of the following conditions are met:</p> <ul> <li style="padding-bottom: 10px;"><strong>THE MATERIAL HANDLING AGREEMENT (MHA) IS SIGNED; </strong></li> <li style="padding-bottom: 10px;"><strong>EXHIBITOR'S MATERIALS ARE DELIVERED TO HOLLINS' WAREHOUSE OR TO AN EVENT SITE FOR WHICH HOLLINS IS THE OFFICIAL SHOW CONTRACTOR; </strong></li> <li style="padding-bottom: 10px;"><strong>OR AN ORDER FOR LABOR AND/OR RENTAL EQUIPMENT IS PLACED BY EXHIBITOR WITH HOLLINS.</strong></li> </ul> <ol> <li style="padding-bottom: 10px;">DEFINITIONS. For purposes of this Contract, "HOLLINS" means HOLLINS Exposition Services and its employees, directors, officers, agents, assigns, affiliated companies, and related entities. The term "Exhibitor" means the Exhibitor, its employees, agents, representatives, any Exhibitor Appointed Contractors ("EAC"), and any persons receiving services from HOLLINS.</li> <li style="padding-bottom: 10px;">PACKAGING/CRATES AND STORAGE. HOLLINS shall not be responsible for damage to loose or uncrated materials, pad wrapped or shrink-wrapped materials, glass breakage, concealed damage, carpets in bags or poly, or improperly packed or labeled materials. HOLLINS shall not be responsible for crates and packaging which are unsuitable for handling, in poor condition, or have prior damage. Crates and packaging should be of a design to adequately protect contents for handling by forklift and similar means. HOLLINS will not accept any crates or packaging containing hazardous materials. Goods requiring cold storage and those in accessible storage are stored at Exhibitor's own risk. HOLLINS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR LOSS OR DAMAGE TO GOODS IN COLD STORAGE OR ACCESSIBLE STORAGE.</li> <li style="padding-bottom: 10px;">EMPTY CONTAINERS. Empty container labels will be available at the show site service desk. Affixing labels to the containers is the sole responsibility of Exhibitor or his or her representative. All previous labels must be removed or obliterated. HOLLINS assumes no responsibility for: error in the above procedures; removal of containers with old empty labels and without HOLLINS labels; or improper information on empty labels. HOLLINS WILL NOT BE LIABLE FOR LOSS OR DAMAGE TO CRATES AND CONTAINERS OR THEIR CONTENTS WHILE SAME ARE IN EMPTY CONTAINER STORAGE.</li> <li style="padding-bottom: 10px;">INBOUND/OUTBOUND SHIPMENTS. There may be a lapse of time between the delivery of shipment(s) to the booth and the arrival of Exhibitor, or a lapse of time between the completion of packing and the actual pickup of materials from the booths for reloading onto a carrier and during such times, Exhibitor materials will be left unattended. HOLLINS IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, THEFT, OR DISAPPEARANCE OF EXHIBITOR's MATERIALS AFTER THEY HAVE BEEN DELIVERED TO EXHBITOR's BOOTH AT SHOW SITE OR BEFORE THEY HAVE BEEN PICKED UP FOR RELOADING AT THE CONCLUSION OF THE EVENT. HOLLINS recommends the securing of security services from Facility or Show Management. All MHA's submitted to HOLLINS by Exhibitor will be checked at the time of pickup from the booth and corrections will be made where discrepancies exist between the quantities of items on any form submitted to HOLLINS and the actual count of such items in the booth at the time of pickup.</li> <li style="padding-bottom: 10px;">DELIVERY TO THE CARRIER FOR RELOADING. HOLLINS assumes no responsibility for loss, damage, theft, or disappearance of Exhibitor's materials after same have been delivered to Exhibitor's appointed carrier, shipper, or agent for transportation after the conclusion of the show. HOLLINS loads the materials onto the carrier under directions from the carrier or driver of that carrier. Any loading onto the carrier will be understood to be under the exclusive supervision and control of the carrier or driver of that carrier. HOLLINS ASSUMES NO RESPONSIBILITY FOR LOSS, DAMAGE, THEFT OR DISAPPEARANCE OF EXHIBITOR's MATERIALS THAT ARISES OUT OF IMPROPERLY LOADED OR LABELED MATERIALS.</li> <li style="padding-bottom: 10px;">DESIGNATED CARRIERS. HOLLINS shall have the authority to change the Exhibitor's designated carrier if that carrier does not pick up the shipment(s) at the appointed time. Where no disposition is made by Exhibitor, materials may be taken to a warehouse to await Exhibitor's shipping instructions and Exhibitor agrees to be responsible for charges relating to such rerouting and handling. In no event shall HOLLINS be responsible for any loss resulting from such rerouting designation.</li> <li style="padding-bottom: 10px;">FORCE MAJEURE. HOLLINS's performance hereunder is subject to, and HOLLINS shall not be responsible for loss, delay, or damage due to, strike, lockouts, work stoppages, natural elements, vandalism, Acts of God, civil disturbances, power failures, explosions, acts of terrorism or war, or for any other cause beyond HOLLINS's reasonable control, nor for ordinary wear and tear in the handling of materials.</li> <li style="padding-bottom: 10px;">CLAIM(S) FOR LOSS. Exhibitor agrees that any and all claims for loss or damage must be submitted to HOLLINS immediately at the show site, and in any case not later than thirty (30) business days after the conclusion of the show or exposition. (For purposes of claim reporting, the "conclusion" of the show shall be construed as the time when Exhibitor's materials are delivered to the carrier for transportation from the show site or from HOLLINS's warehouse). All claims reported after thirty (30) days will be rejected. In no event shall a suit or action be brought against HOLLINS more than two (2) years after the date of loss or damage occurred.<br /><br /><ol type="a"> <li style="padding-bottom: 10px;">PAYMENT FOR SERVICES MAY NOT BE WITHHELD. In the event of any dispute between the Exhibitor and HOLLINS relative to any loss, damage, or claim, Exhibitor shall not be entitled to and shall not withhold payment, or any partial payment, due HOLLINS for its services as an offset against the amount of any alleged loss or damage. Any claims against HOLLINS shall be considered a separate transaction and shall be resolved on their own merits.</li> <li style="padding-bottom: 10px;">MAXIMUM RECOVERY. If found liable for any loss, HOLLINS's sole and exclusive MAXIMUM liability for loss or damage to Exhibitor's materials and Exhibitor's sole and exclusive remedy is limited to $.50 (USD) per pound per article with a maximum liability of $100.00 (USD) per item, or $1,500.00 (USD) per shipment whichever is less. All shipment weights are subject to correction and final charges determined by the actual or re-weighed weight of the shipment.</li> <li style="padding-bottom: 10px;">LIMITATION OF LIABILITY. IN NO EVENT SHALL HOLLINS BE LIABLE TO THE EXHIBITOR OR TO ANY OTHER PARTY FOR SPECIAL, COLLATERAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES OCCUR EITHER PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS A RESULT OF, TORTIOUS CONDUCT, FAILURE OF THE EQUIPMENT OR SERVICES OF HOLLINS OR BREACH OF ANY OF THE PROVISIONS OF THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING STRICT LIABILITY AND NEGLIGENCE, EVEN IF HOLLINS HAS BEEN ADVISED OR HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE BUT ARE NOT LIMITED TO LOST PROFITS, LOSS OF USE, AND INTERRUPTION OF BUSINESS OR OTHER CONSEQUENTIAL OR INDIRECT ECONOMIC LOSSES.</li> </ol></li> <li style="padding-bottom: 10px;">DECLARED VALUE. Declarations of Declared Value are between the Exhibitor and the selected Carrier ONLY, and are in no way an extension of HOLLINS's maximum liability stated herein. HOLLINS will use commercially reasonable efforts to transmit the Declared Value instructions to the selected Carrier; however, HOLLINS WILL NOT BE LIABLE FOR ANY CLAIM ARISING FROM THE TRANSMITTAL OF, OR FAILURE TO TRANSMIT, DECLARED VALUE INSTRUCTIONS TO THE CARRIER NOR FOR FAILURE OF THE CARRIER TO UPHOLD THE DECLARED VALUE OR ANY OTHER TERM OF CARRIAGE.</li> <li style="padding-bottom: 10px;">JURISDICTION / VENUE. THIS CONTRACT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF VIRGINIA WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS RULES. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS CONTRACT SHALL RESIDE IN A COURT OF COMPETENT JURISDICTION IN ROANOKE COUNTY, VIRGINIA.</li> <li style="padding-bottom: 10px;">INDEMNIFICATION. Exhibitor agrees to indemnify and forever hold harmless HOLLINS and its employees, directors, officers, and agents 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 attorneys' fees and investigation costs) arising out or contributed to by Exhibitor's negligent supervision of any labor secured through HOLLINS; Exhibitor's negligence, willful misconduct, or deliberate act, or the negligence, willful misconduct, or deliberate act of Exhibitor's employees, agents, representatives, customers, invitees and/or any Exhibitor Appointed Contractors (EAC) at the show or exposition to which this Contract relates, including but not limited to the misuse, improper use, unauthorized alteration, or negligent handling of HOLLINS's equipment; Exhibitor's violation of Federal, State, County or Local ordinances; and/or Exhibitor's violation of Show Regulations and/or Rules as published and set forth by Facility and/or Show Management.</li> <li style="padding-bottom: 10px;">LIEN. Exhibitor grants HOLLINS a security interest in and a lien on all of Exhibitor's goods (including without limitation all equipment) that is from time to time in the possession of HOLLINS and all the proceeds thereof, including without limitation insurance proceeds (the "Collateral"), to secure the prompt and full payment and performance of all Exhibitor's indebtedness for monies paid, by HOLLINS on its behalf, services performed, materials and/or labor from time to time provided by HOLLINS to or for the benefit of Exhibitor ("Obligations"). HOLLINS shall have all the rights and remedies of a secured party under the Uniform Commercial Code, as may be amended from time to time ("UCC"), and any notice that HOLLINS is required to give under the UCC of a time and place of a public sale or the time after which any private sale or other intended disposition of any Collateral is to be made shall be deemed to constitute reasonable notice if such notice is mailed by registered or certified mail at least five (5) days prior to such action. HOLLINS may hold and not deliver any of the Collateral to Exhibitor for so long as there are any Obligations that remain unpaid or unsatisfied.</li> <li style="padding-bottom: 10px;">WAIVER & RELEASE. Exhibitor, as a material part of the consideration to HOLLINS for material handling services, waives and releases all claims against HOLLINS with respect to all matters for which HOLLINS has disclaimed liability pursuant to the provisions of this Contract.</li> <li style="padding-bottom: 10px;">DRIVER LIABILITY WAIVER. IN CONSIDERATION OF HOLLINS PERMITTING ENTRANCE TO THE PREMISES, YOU, YOUR EMPLOYER, THE OWNER OF THE TRUCK AND/OR EQUIPMENT THAT YOU ARE OPERATING (TRUCK OWNER) AND YOU AS AGENT OF YOUR EMPLOYER AND THE TRUCK OWNER, HEREBY ASSUME ALL RISK OF INJURY OR HARM TO YOURSELF AND OTHERS AND DAMAGE TO YOUR PROPERTY AND PROPERTY BELONGING TO YOUR EMPLOYER OR OTHERS ARISING FROM YOUR ACTIVITIES WHILE BEING PERMITTED TO ENTER THE PREMISES. YOU AGREE TO ENTER AT YOUR OWN RISK. YOU HAVE FULL KNOWLEDGE OF ANY RISK INVOLVED IN THIS ACTIVITY. YOU RECOGNIZE THE HAZARDS AND ARE AWARE OF ALL THE RULES FOR SAFE OPERATION. YOUR EMPLOYER, THE TRUCK OWNER, AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS HOLLINS, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, ASSIGNS, AFFILIATED COMPANIES AND RELATED ENTITIES, AGAINST ANY AND ALL LIABILITY, ACTIONS, CLAIMS, AND DAMAGES OF ANY KIND WHATSOEVER ARISING FROM YOUR ACTIVITIES WHILE BEING PERMITTED TO ENTER THE PREMISE.</li> </ol></div>