Xtreme Exhibits, Inc. Terms and Conditions

Terms & Conditions

These Terms & Conditions (“Terms & Conditions” or “Agreement”) represent a legally binding agreement between you (“you” or “Customer”) and Xtreme Exhibits, Inc., a Missouri corporation (“Xtreme Exhibits” “Company”, “we”, or “us”), and shall govern all dealings between you and Xtreme Exhibits, in addition to the terms and conditions set forth in: (i) Proposal and Agreement (ii) Warehouse and Storage Agreement; (Iii) Product Sales Agreement; (iv) Services Agreement; and/or (v) Product Rental Agreement, or any other agreement (including Invoice(s) and Estimates) entered into between Customer and Xtreme Exhibits (“Ancillary Agreements”). Customer accepts and agrees to be bound by this Agreement by executing the Ancillary Agreements, Invoice, or by use of the Company’s Services.

The Terms & Conditions are electronically published at (http://legal.xtreme-exhibits.com) and may be amended by Xtreme Exhibits from time to time. Any revision shall apply only to transactions entered into after the effective date of the revision unless otherwise agreed in writing by the parties. In the event of a conflict between these Terms & Conditions and any Ancillary Agreement or Invoice signed or accepted by Company, these Terms & Conditions shall control except to the extent the Ancillary Agreement or Invoice expressly states that it supersedes a specific provision of these Terms & Conditions.

Capitalized terms shall have the meaning set forth herein or in the definitions section per Appendix A.

Customer agrees to notify all parties acquiring any interest in the Goods of the terms and conditions in any Ancillary Agreement and these Terms & Conditions.

1. Invoicing.

a. Xtreme Exhibits shall deliver to Customer invoice(s) which contain the proposed contracted Services and payment terms as set forth by the Ancillary Agreements (“Invoice(s)”). Electronic invoices are deemed received upon transmission to the Customer-designated email.

b. Customer agrees to pay the amount set forth on Invoices and any other amount which becomes due and payable under the Ancillary Agreements, or these Terms and Conditions. Initial invoices, proposals, and estimates are non-binding unless expressly stated otherwise in writing. Final invoicing shall be based on actual time, labor, materials, equipment, shipping, subcontractor charges, taxes, and other costs incurred. Customer shall be responsible for all additional charges resulting from delays, wait time, missing items, inaccurate information, changes in scope, rescheduled service dates or times, marshaling yard delays, carrier delays, show-site conditions, or other circumstances beyond Company’s reasonable control.

c. The parties understand that additional services and charges other than those initially set forth in Invoices may periodically arise. In those circumstances, Xtreme Exhibits shall spot quote the requested services in writing, which will become the applicable rate upon Xtreme Exhibits receiving written acceptance of the spot quote from Customer (written acceptance includes email from representative of Customer). Upon request from Customer, Xtreme Exhibits shall include with its invoice of the spot quote a copy of the written acceptance. Unless the spot quote and written acceptance clearly indicate that services provided and applicable rate are to be on an extended basis, the spot quote will apply only to the immediate service provided.

d. Customer shall not be entitled to offset, withhold, or deduct any disputed amount from amounts otherwise owed to Company. All undisputed amounts shall remain due and payable in accordance with the payment terms set forth herein. Company may, in its discretion, provide reasonable summary support for disputed charges; however, Company shall have no obligation to disclose confidential internal cost data, trade secrets, carrier rates, vendor invoices, subcontractor pricing, labor burden, margin information, or markup methodology.

e. All invoices are due upon receipt unless otherwise stated in writing by Company. Any amount not paid within thirty (30) days after the invoice date shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Company may exercise any rights and remedies available under this Agreement, at law or in equity, until all outstanding amounts are paid in full.

f. Company’s commencement or continued performance of Services at Customer’s request shall constitute Customer’s acceptance of this Agreement and all incorporated Terms and Conditions, regardless of whether an Invoice has been paid or a separate written agreement has been executed.

2. Storage. If contracted to do so, Xtreme Exhibits shall store the Goods at 8514 Mid County Industrial Dr., St. Louis, MO 63114 (“Facility”), or at another location of its discretion. Unless otherwise expressly agreed in writing and signed by both parties, Goods shall be stored in a non-temperature-controlled and non-humidity-controlled environment, and Customer assumes all risk of any damage, deterioration, or loss resulting from temperature fluctuation, humidity, atmospheric conditions, or the inherent nature of the Goods.

3. Shipped Goods. Customer agrees not to ship Goods to Xtreme Exhibits as the named consignee. If, in violation of this Agreement, Goods are shipped to Company as named consignee, Customer agrees to notify the carrier in writing prior to such shipment, with a copy to Company, that Company is acting solely as a warehouseman and has no beneficial title or interest in such property. If Customer fails to provide such notice, or if Goods are shipped to Company as named consignee in violation of this Agreement, Company may refuse acceptance, return the Goods, or hold the Goods pending Customer’s instructions, in each case at Customer’s sole cost, expense, and risk, and Company shall have no liability for any loss, damage, or delay arising therefrom. Company shall have no duty to inspect, verify, or accept such goods.

4. Tender for Storage. All Goods tendered for storage shall be delivered at the Facility in a segregated manner, properly marked and packaged for handling, unless otherwise agreed by Xtreme Exhibits. Customer shall furnish or cause to be furnished at or prior to such delivery, a manifest showing the Goods to be kept and accounted for separately. Customer authorizes Company to rely on the manifest without independent verification. In the event that Goods tendered to Xtreme Exhibits do not conform to the description provided to Xtreme Exhibits by Customer, Xtreme Exhibits may refuse to accept such Goods. If Xtreme Exhibits accepts such Goods, Customer agrees to pay the rates and charges as set forth in the Ancillary Agreements and/or any invoices delivered by Xtreme Exhibits to Customer.

5. Transfer of Goods. Company may move Goods within the Facility or to another Company-operated or third-party warehouse as reasonably necessary for operations, safety, efficiency, or capacity, provided such movement does not materially diminish the level of service contracted for by Customer.

6. Pre-Staging & Return. Pre-staging and return inspection services shall be performed only if expressly requested by Customer in writing and accepted by Company or otherwise included in the applicable Invoice. Such services are limited to inspection of the Goods and components identified by Customer in a written inventory, packing list, scope of work, or other itemized document approved by Company for that purpose. Company shall have no duty to identify, inventory, verify, locate, or account for any item, component, accessory, hardware, graphic, literature, tool, or other property not specifically identified by Customer in such written documentation. Company shall be entitled to rely conclusively on the accuracy and completeness of the information supplied by Customer. Applicable rates shall be set forth in the Invoice or, if not listed, billed at Company’s then-current time and materials rates.

7. Install and Dismantle.

a. If contracted to do so, Xtreme Exhibits is responsible for the installation and dismantle services (“I&D”) as specifically described in Invoice(s) executed by Customer.

b. I&D does not include: (i) installation of Exhibit on overtime; (ii) install and removal of lighting; (iii) install and removal of A/V; (iv) install and removal of carpet & pad; (v) steaming; and (vi) any exhibit property not disclosed to Xtreme Exhibits by the date of the Invoice.

c. Subject to the terms and conditions of this Agreement, Customer shall be responsible for ensuring that all component parts of the Exhibit are available to Xtreme Exhibits on a timely basis in order for Xtreme Exhibits to adequately provide the installation and dismantling Services as further described in Invoices sent directly to the Customer. Further, it is acknowledged and agreed that the Services are to be performed during the prescribed dates set by Show Management or as agreed by Customer and Xtreme Exhibits. Upon Customer’s use of the Exhibit, satisfactory set-up shall be deemed to have occurred. Upon Xtreme Exhibits’ delivery of the Exhibit to the Drayage Contractor or its designate, satisfactory dismantling and delivery to Customer shall be deemed to have occurred. Customer’s use of the Exhibit, occupancy of the booth, or failure to provide written notice to Company of a material installation deficiency prior to show opening shall constitute conclusive acceptance of the installation Services as complete and satisfactory.

d. Unless expressly stated otherwise in the applicable Invoice, all shipping, drayage, material handling, transportation, marshaling, storage, rigging, waiting time, reweigh, special handling, accessorial, and similar third-party logistics charges are the sole responsibility of Customer.

If Company elects to coordinate, arrange, advance, or prepay any such charges on Customer’s behalf, all such amounts, together with Company’s applicable administrative, handling, coordination, and margin charges, shall be invoiced to Customer and are due upon receipt. Any estimates for such charges are non-binding and subject to adjustment based on actual charges assessed by carriers, show management, drayage contractors, venues, subcontractors, or other third parties, including charges billed after the event or after return shipment. Customer agrees that such charges may be invoiced after completion of Services or after return of Goods, including where billed to Company after the event.

e. Customer shall be responsible for insuring both Customer Goods and any Company-owned rental property, including Exhibits and components provided under any rental agreement, for full replacement value against all risk of loss or damage during transit, storage, installation, dismantle, exhibition, and return shipment. Customer shall remain responsible for all such charges whether incurred before, during, or after the event, and Customer may not withhold payment on the basis that a third-party charge was not known or finalized as of the date of the original Invoice.

f. Quotes for installation and dismantle Services will be provided on a per-event basis (unless otherwise agreed) and pricing is dependent on days/dates, location/city and configuration.

8. Shipment of Goods.

a. If Company agrees to coordinate shipment of Goods, Company acts solely as Customer’s limited agent for administrative and coordination purposes expressly identified in writing and otherwise acts only as an independent contractor. Company is not a motor carrier, freight forwarder, transportation broker, or insurer and does not assume liability of any carrier unless expressly agreed in a written instrument signed by both parties.

b. Customer bears sole responsibility for complying with all applicable laws, rules, and regulations relating to the transportation, importation, exportation, customs clearance, and handling of the Goods. Company shall not be liable for any loss, cost, penalty, delay, or damage arising from Customer’s failure to comply with such laws or from the acts or omissions of Customer or any third party. Customer, consignee, and any third party involved in the shipment shall be jointly and severally liable for:

i. all unpaid charges relating to the shipment, including collection costs; and

ii. any claims, fines, penalties, damages, costs, or expenses incurred by Company arising from Customer’s violation of this Agreement.

c. If a shipment is tendered to Company on a straight bill of lading or other shipping document, Company’s Terms & Conditions shall govern and supersede any inconsistent terms contained in such shipping documents.

d. Packaging and Preparation of Shipments. Customer warrants that all shipments are properly packaged to protect the enclosed Goods and to permit safe transportation with ordinary care in handling. Customer further warrants that all packages are properly labeled and are in suitable condition for carriage.

From time to time, Company may provide general recommendations regarding packaging, crating, road cases, protective materials, or other measures intended to reduce the risk of damage to Goods during transportation, handling, storage, installation, or dismantle. Such recommendations are provided solely as a courtesy based on Company’s experience and shall not constitute a warranty, guarantee, or assumption of responsibility for the safety or condition of the Goods.

Customer retains sole responsibility for determining whether to implement such recommendations and for the adequacy of all packaging and protective measures used. Company shall have no liability for any loss or damage to Goods arising from Customer’s failure to implement recommended protective measures or from the failure, insufficiency, or inadequacy of any packaging, crating, road cases, or other protective measures, whether recommended by Company or otherwise.

Company shall have no duty to inspect the adequacy of packaging, crating, road cases, or other protective measures used by Customer, nor shall Company have any obligation to refuse, delay, or otherwise prevent shipment of Goods based upon the condition or sufficiency of such packaging. Any handling, transportation, installation, or storage of Goods by Company shall not be deemed acceptance or approval of the adequacy of such packaging or preparation.

e. All transportation-related charges must be paid by Customer in advance unless Xtreme Exhibits agrees in writing to extend credit to Customer. The granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by Xtreme Exhibits.

f. Any quotations for freight charges, duties, insurance premiums, or related costs are provided for informational purposes only and are subject to change without notice. No quotation shall be binding unless Company expressly agrees in writing to undertake the shipment at a specified rate and payment terms are agreed upon by the parties.

g. All claims herein are governed by Section 19 herein. Compliance with such procedures shall be a condition precedent to any claim against Company. All claims shall be subject to the limitations of liability and exclusions set forth in this Agreement, and Xtreme Exhibits shall have no liability except to the extent expressly provided herein.

h. Xtreme Exhibits reserves the right to consolidate Customer’s shipments with shipments from other customers while en route to destination.

i. Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with the U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise Xtreme Exhibits of any errors, discrepancies, incorrect statements, or omissions or any declaration or other submission filed on Customer’s behalf.

j. Xtreme Exhibits relies on the correctness of all documentation provided by Customer and Customer shall use reasonable care to ensure the correctness of all such information. Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the Goods.

Rental of Goods.

If contracted to do so, Xtreme Exhibits shall rent the Goods to Customer as specifically set forth on Invoices executed by Customer.

Goods rented by Customer (“Rented Goods”), the rental period for such Goods (“Rental Period”), and payment terms for rental of the Goods shall be set forth on Invoices.

Customer shall be solely responsible for and agrees to pay Xtreme Exhibits the full replacement cost and/or repair cost of any loss of or damage to the Rented Goods, regardless of cause, and however occurring, including without limitation acts or omissions of Customer, Customer’s employees or agents, third-party labor providers, carriers, drayage contractors, show contractors, or any other third party, as well as theft, vandalism, mysterious disappearance, or damage occurring during transit, storage, installation, dismantle, use at Show Site, or return shipment.

Customer’s obligations under this Section shall apply regardless of fault, negligence, or the inability to determine the cause or timing of such loss or damage, and regardless of whether such loss or damage is discovered before, during, or after return of the Rented Goods.

Customer further agrees to pay Xtreme Exhibits all expenses associated with damage to or loss of the Rented Goods, including without limitation loss of use, claim administration fees, diminishment in value, inspection costs, repair or replacement costs, and all costs incurred by Xtreme Exhibits to recover the Rented Goods and establish damages. Such obligations shall apply regardless of fault or negligence of Customer or any third party, and regardless of when or how such loss or damage occurs, including during transit, storage, installation, use at Show Site, dismantle, or return shipment. Customer’s payment shall be made promptly upon receipt of invoice. Use of the Rented Goods by persons other than Customer shall be at Customer’s sole risk.

Title to the Rented Goods shall at all times be vested in Xtreme Exhibits and any document provided by Xtreme Exhibits pertaining to said Rented Goods, whether or not filed, recorded, or registered with any public official or agency, is not intended to transfer ownership of the Rented Goods to Customer, but only to enable Customer to comply with all laws and regulations relating to the custody, use and operation of the Rented Goods during the Rental Period.

If Customer retains possession of the Rented Goods beyond the expiration of the Rental Period, or if Xtreme Exhibits reasonably believes the Rented Goods are at risk of loss, damage, or non-return, Customer grants Xtreme Exhibits and its agents an irrevocable license to enter any premises where the Rented Goods are located and recover such Goods, without notice and without liability for trespass or damage arising from such entry or removal, to the fullest extent permitted by law. Customer shall remain responsible for all rental charges, damages, loss of or damage to the Rented Goods, and all costs incurred by Xtreme Exhibits in connection with recovery, including transportation, handling, storage, legal fees, and related expenses.

10. Third Party Providers. Company may perform the Services using subcontractors and sub-subcontractors, including without limitation installation and dismantle labor providers, drayage contractors, carriers, and other third-party service providers. Such third party providers are independent contractors and are not employees or agents of Company.

Company shall not be liable for the acts, omissions, delays, errors, loss, or damages caused by such third parties, regardless of whether arranged, coordinated, or recommended by Company, except to the extent caused by Company’s gross negligence or willful misconduct.

Customer agrees that any claims arising from the acts or omissions of third party providers shall be brought solely against the responsible party and not against Company, except to the extent prohibited by applicable law.

Company shall use commercially reasonable efforts to engage qualified subcontractors; however, Company makes no representation or warranty regarding the performance of any subcontractor or sub-subcontractor.

No subcontractor or sub-subcontractor is intended to be, nor shall be deemed, a third-party beneficiary of this Agreement.

11. Taxes. Customer shall be responsible for and shall pay all sales, use, excise, value-added, and similar taxes, duties, tariffs, or governmental charges of any kind imposed by any federal, state, or local authority in connection with the Services, Goods, or any amounts payable under this Agreement, whether or not such amounts are separately stated on an invoice.

If Company is required to pay or remit any such taxes, duties, or charges on behalf of Customer, Customer shall promptly reimburse Company for such amounts upon demand, together with any applicable interest, penalties, or costs incurred by Company.

12. Intellectual Property. All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, know-how, trade dress, designs, concepts, methods, processes, and all other proprietary rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, designs, renderings, drawings, specifications, and other materials developed, created, or provided by Company in connection with the Services (collectively, the “Deliverables”), as well as any pre-existing materials, systems, or proprietary methodologies of Company, shall remain the sole and exclusive property of Company.

All documents, work product, designs, renderings, drawings, specifications, and other materials developed, created, or provided by Company in connection with this Agreement (collectively, the “Deliverables”) shall be treated as set forth below based on the applicable transaction type:

(a) SERVICES. All Deliverables created in connection with Services, including booth designs, renderings, and specifications, shall remain the property of Company. Subject to full payment, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the solely for Customer’s internal business purposes and solely in connection with the specific project or Services for which the Deliverables were created. No ownership of Company Intellectual Property embedded in or used to create such Deliverables is transferred.

(b) PRODUCT SALES. Upon full payment, Customer acquires title to the physical product only. No Intellectual Property Rights are transferred. Customer receives only a limited license to use any embedded Company Intellectual Property solely as necessary for ordinary use of the product.

(c) PRODUCT RENTALS. All rented products remain the sole property of Company. Customer receives only a temporary, non-exclusive, non-transferable right to use the products during the rental term. No Intellectual Property Rights are transferred.

Where Deliverables include designs, installations, or integrated builds that incorporate Company proprietary systems, third-party intellectual property, patented components, trademarked elements, or other materials not owned by Customer, such Deliverables shall be deemed combined works. Customer acknowledges that Company does not transfer, and cannot transfer, any ownership rights in third-party intellectual property or Company Intellectual Property included in such Deliverables. Any rights granted to Customer under this Agreement are limited to the use rights expressly set forth herein and do not include any ownership or license to reproduce, replicate, reverse engineer, or otherwise exploit any Company or third-party intellectual property embodied in or used in connection with such Deliverables.

Customer retains ownership of its pre-existing materials and grants Company a license to use them solely as necessary to perform the Agreement.

Customer grants Company a perpetual, irrevocable, royalty-free license to use suggestions, enhancement requests, or feedback provided by Customer for any purpose.

Customer shall not reproduce, distribute, modify, reverse engineer, or permit any third party to use the Deliverables for the purpose of replicating, manufacturing, or recreating the designs, structures, or concepts embodied therein without Company’s prior written consent.

Nothing in this Agreement shall be construed to transfer ownership of any Intellectual Property Rights from Company to Customer.

13. Confidential Information.

a. All non-public, confidential, or proprietary information of Company, including but not limited to trade secrets, technology, pricing, costs, proposals, designs, renderings, business operations, strategies, customer information, and marketing information (collectively, “Confidential Information”), disclosed by Company to Customer, whether orally or in written, electronic, or other form, and whether or not marked as “confidential,” shall be treated as confidential and shall not be disclosed, copied, or used by Customer except as expressly permitted under this Agreement.

Confidential Information does not include information that:
(i) is or becomes publicly available through no fault of Customer;
(ii) was known to Customer prior to disclosure without restriction; or
(iii) is rightfully obtained by Customer from a third party without breach of any obligation of confidentiality.

b. Customer shall use Confidential Information solely for the purpose of receiving and using the Services and Deliverables and shall not disclose such information to any third party except to its employees, agents, or contractors who have a need to know such information and who are bound by confidentiality obligations no less restrictive than those set forth herein. Customer shall be responsible for any breach of this Section by such parties.

c. Customer shall take commercially reasonable measures to protect the confidentiality of the Confidential Information and prevent unauthorized disclosure or use.

d. If Customer is required by law, regulation, or legal process to disclose any Confidential Information, Customer shall, to the extent permitted by law, provide Company with prompt written notice to allow Company to seek a protective order or other appropriate remedy.

e. Company shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, for any actual or threatened breach of this Section.

f. The obligations set forth in this Section shall survive the termination or expiration of this Agreement.

14. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY PROVIDES ALL SERVICES, GOODS, RENTAL EQUIPMENT, AND DELIVERABLES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY;
(B) ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
(C) ANY WARRANTY OF TITLE OR NON-INFRINGEMENT; AND
(D) ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR EXPECTATIONS, NOR DOES COMPANY WARRANT THE PERFORMANCE OF ANY THIRD-PARTY PROVIDERS, INCLUDING SUBCONTRACTORS, CARRIERS, OR SHOW CONTRACTORS.

ANY GOODS, MATERIALS, OR EQUIPMENT PROVIDED BY THIRD PARTIES ARE SUBJECT ONLY TO THE WARRANTIES, IF ANY, PROVIDED BY SUCH THIRD PARTIES, AND COMPANY SHALL HAVE NO RESPONSIBILITY THEREFOR.

15. Standard of Care and Liability, Limitation Of Damages.

A. Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFITS, BUSINESS OPPORTUNITY, OR DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE

B. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE APPLICABLE LIMIT SET FORTH BELOW FOR THE RELEVANT TYPE OF TRANSACTION:

(i) SERVICES. WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT, COMPANY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO COMPANY UNDER THE APPLICABLE SERVICE CONTRACT GIVING RISE TO THE CLAIM.

(ii) PRODUCT SALES. WITH RESPECT TO ANY SALE OF PRODUCTS, COMPANY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE LESSER OF: (A) THE REPLACEMENT COST OF THE PRODUCT; (B) THE FAIR MARKET VALUE OF THE PRODUCT; OR (C) TWO (2) TIMES THE TOTAL AMOUNTS PAID OR PAYABLE TO COMPANY FOR THE PRODUCT GIVING RISE TO THE CLAIM.

(iii) PRODUCT RENTALS. WITH RESPECT TO ANY RENTAL OF PRODUCTS, COMPANY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE LESSER OF: (A) THE REPLACEMENT COST OF THE RENTED PRODUCT; (B) THE FAIR MARKET VALUE OF THE RENTED PRODUCT; OR (C) TWO (2) TIMES THE TOTAL AMOUNTS PAID OR PAYABLE TO COMPANY FOR THE RENTAL OF SUCH PRODUCT GIVING RISE TO THE CLAIM.

C. Waiver of Subrogation. THE PARTIES INTEND THAT COMPANY’S LIABILITY SHALL BE LIMITED AS SET FORTH HEREIN, AND CUSTOMER AND ITS INSURERS WAIVE ALL RIGHTS OF RECOVERY AGAINST COMPANY FOR ANY CLAIMS EXCEEDING SUCH LIMITATIONS.

D. advisory services. ANY ADVICE OR ASSISTANCE PROVIDED BY COMPANY THAT IS NOT EXPRESSLY REQUIRED UNDER THIS AGREEMENT IS PROVIDED AS A COURTESY AND SHALL NOT GIVE RISE TO ANY LIABILITY.

16. No Liability for Loss or Damage to Goods. The limitations and exclusions set forth in this Section are in addition to, and not in limitation of, any other limitations of liability or risk allocations contained in this Agreement, all of which shall apply cumulatively to the fullest extent permitted by law

a. Condition of Goods. Company shall not be liable for damage, loss, or delay to uncrated freight, improperly packed Goods, glass, electronic equipment, prototypes, or other fragile items, or for concealed damage of any kind. Company shall not be liable for ordinary wear and tear in handling of Goods or for damage to shrink-wrapped Goods.

b. Receipt of Goods. Company shall not be liable for Goods received without receipts, freight bills, or specified piece counts on receipts or freight bills, or for bulk shipments (including but not limited to UPS, air freight, or van lines). Such Goods are handled and delivered without verification of piece count or condition.

c. Unattended Goods. Company assumes no liability for loss or damage to unattended Goods at any time, including without limitation from the point of receipt of inbound Goods through delivery, installation, exhibition, dismantle, and loading of outbound Goods.

d. Empty Storage. Company assumes no liability for loss or damage to Goods, crates, or contents while containers are in empty storage. Customer is solely responsible for proper labeling and removal of any prior labels.

e. Forced Freight. Company shall not be liable for Customer Goods left on the show floor after the show closing deadline, with or without a bill of lading or material handling agreement. Customer is solely responsible for accurate documentation and labeling.

If Goods remain, Company may, at its discretion, remove, store, ship, or dispose of such Goods at Customer’s sole cost, expense, and risk, and Company shall incur no liability arising therefrom. Company shall have no obligation to verify condition, count, or packaging of such Goods.

17. Indemnification. Customer shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless Company and its shareholders, officers, directors, employees, agents, affiliates, and assigns (collectively, the “Company Indemnitees”) from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs of defense) (collectively, “Claims”), whether or not litigation is filed, arising out of or relating to:

a. Injury / Property Damage. Any actual or alleged loss, damage, or destruction of property, or injury or death of any person, arising out of or relating to Customer’s acts or omissions, or those of its employees, agents, contractors, or representatives.

b. Breach / Legal Violations. Any violation of applicable laws, rules, or regulations by Customer, or any breach of this Agreement or any Ancillary Agreement

c. Regulatory / Compliance Failures. Any failure by Customer to comply with any applicable statute, law, ordinance, regulation, code, treaty, or governmental order.

d. Goods / Ownership / Handling. Any Claim relating to the ownership, condition, packaging, labeling, handling, transportation, storage, or delivery of the Goods or any related Intellectual Property, including any claims asserted by third parties in connection therewith or Customer’s failure to comply with Section 28 of this Agreement.

e. Transportation Charges. Any Claims for unpaid freight, transportation charges, undercharges, demurrage, detention, or similar charges arising in connection with the Goods.

f. Customer-Provided Information. Any Claims arising from Customer’s failure to disclose required information or from any inaccurate, incomplete, or misleading information, documentation, or representation provided by Customer or its agents, including any reliance thereon by Company.

g. Title and Ownership Disputes. Any dispute or litigation concerning Customer’s right, title, or interest in the Goods or related Intellectual Property.

h. Third-Party Service Providers. Any Claims not otherwise barred under this Agreement arising out of or relating to the acts or omissions of third-party service providers, including but not limited to carriers, drayage contractors, installation and dismantle labor, or other subcontractors, regardless of whether such parties are arranged by Company, except to the extent caused by Company’s gross negligence or willful misconduct.

Defense and Settlement. Company shall have the right to control the defense and settlement of any Claim subject to indemnification under this Section, including the selection of counsel. Customer shall not settle any Claim in a manner that imposes liability or obligations on any Company Indemnitee without Company’s prior written consent.

18. Claims Procedure; Notice; Timing.

a. All claims for loss, damage, shortage, delay, or overcharge must be submitted in writing and received within ninety (90) days after delivery to Company, Customer, or to a third-party, or after Customer is notified of the issue, whichever occurs first. Each claim must include sufficient supporting documentation to reasonably substantiate the claim, including, without limitation, identification of the affected Goods, the basis of liability, amount of the alleged loss or damage, detailed itemization of each claimed item, carton identification numbers, and all supporting records and claim forms. Failure to submit a timely and reasonably documented claim constitutes a complete waiver and bar to recovery of any kind or nature.

b. No lawsuit, arbitration, or other proceeding may be commenced against Company unless Customer has timely submitted a written claim in compliance with this Section and such proceeding is commenced within nine (9) months after the earlier of: (a) completion of the applicable Services; (b) delivery or return of the Goods; or (c) written notice by Company of the event giving rise to the claim.

c. Failure to comply with the requirements of this Section shall constitute a complete waiver and bar to recovery.

d. For the avoidance of doubt, this Section applies to all claims arising out of or relating to the Services, Goods, storage, transportation, installation, dismantle, rental equipment, invoicing, or any Ancillary Agreement, regardless of legal theory.

19. Risk of Loss. Customer shall bear all risk of loss, theft, damage, or destruction of the Goods at all times, including but not limited to while in storage, in transit, during installation and dismantle, while on the show floor, and during return shipment, except only to the extent such loss is directly caused by Company’s gross negligence or willful misconduct.

Any claim alleging conversion, loss, or missing Goods must be supported by clear and convincing evidence of intentional misconduct by Company. No presumption of conversion shall apply.

20. Force Majeure. Neither Customer nor Company shall be liable for any damage, failure, or delay relating to the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God; weather events; fire; flood; earthquake; epidemic or pandemic; war; terrorism; civil unrest; labor disputes or shortages; transportation delays or disruptions; supply chain disruptions; utility failures; governmental actions, orders, or restrictions; or any other similar or dissimilar causes beyond the reasonable control of the affected Party (“Force Majeure Event”).

The affected Party shall provide prompt written notice of the Force Majeure Event and its expected impact on performance. The time for performance shall be extended for a period equal to the duration of the delay caused by such event. Company shall have no liability for any damages, including but not limited to missed deadlines, delayed installation, or failure to meet show schedules, resulting from such delays.

To the extent Company is required or elects to continue storing, handling, protecting, or managing the Goods during a Force Majeure Event, Customer shall remain responsible for all associated costs and charges, including but not limited to storage, labor, transportation, and related expenses.

21. Customer Insurance. Customer shall, at its sole cost and expense, procure and maintain in full force and effect the following insurance coverage throughout the term of this Agreement and for so long as Company has possession of or responsibility for the Goods:

a. Property Insurance. All-risk property insurance covering the Goods, including any Company-owned rental property in Customer’s care, custody, or control, in an amount not less than the full replacement cost thereof.

b. Cargo / Transit Insurance. All-risk cargo or inland marine insurance covering all transportation exposures, whether by Customer, Company, or any third-party carrier, in an amount not less than the full replacement value of the Goods.

c. Policy Requirements. All insurance required under this Section shall:

i. be primary and non-contributory with respect to any insurance maintained by Company;

ii. name Company as an additional insured;

iii. include a waiver of subrogation in favor of Company and its shareholders, officers, directors, employees, agents, subcontractors, and vendors; and

iv. be issued by reputable insurers with commercially reasonable financial strength.

d. Proof of Insurance. Customer shall provide Company with certificates of insurance evidencing the required coverage. Failure to request or obtain proof of insurance shall not waive Customer’s obligations under this Section.

e. Waiver of Subrogation. To the fullest extent permitted by law, Customer waives, and shall cause its insurers to waive, all rights of recovery, subrogation, or contribution against Company and its shareholders, officers, directors, employees, agents, subcontractors, and vendors for any loss or damage to the extent covered by insurance maintained by or on behalf of Customer.

f. Failure to Maintain Insurance. Customer’s failure to obtain or maintain the insurance required under this Section shall not limit or relieve Customer of any liability or responsibility under this Agreement.

g. Shipment Facilitation; Information Reliance. Company may, as a service to Customer, facilitate shipment of the Goods through third-party carriers and/or procure insurance on Customer’s behalf as agent for Customer as set forth in the Ancillary Documents. Customer shall provide complete, accurate, and timely information required for such facilitation and procurement, including but not limited to declared value, shipment details, and risk characteristics. Customer acknowledges and agrees that Company may rely conclusively on all information provided by Customer or its agents. Company shall have no obligation to independently verify such information and shall have no liability for any loss, delay, denial of coverage, or insufficiency of insurance arising from inaccurate, incomplete, or late information provided by Customer.

22. Xtreme Exhibits Insurance. Company does not insure the Goods for loss, damage, or injury of any kind, however caused, and shall have no obligation to procure or maintain insurance covering the Goods.

In all circumstances where Company is determined to be legally liable, such liability shall be strictly limited in accordance with the limitation of liability provisions set forth in Sections 15 and 16.

COMPANY IS NOT AN INSURANCE COMPANY AND DOES NOT OFFER OR PROVIDE INSURANCE.

23. Authority and Liens.

a. Authority. Customer represents and warrants that it is lawfully in possession of the Goods and has full right, title, and authority to tender such Goods to Company and to enter into this Agreement with respect thereto.

b. Warehouseman’s Lien. Company shall have a general warehouseman’s lien on all Goods in its possession, custody, or control, as well as on all proceeds thereof, for all charges, expenses, and amounts due and owing to Company under this Agreement or any Ancillary Agreement, including but not limited to storage, handling, transportation, labor, and related services.

c. General and Continuing Lien. Company shall have a general and continuing lien on any and all property of Customer, whether now or hereafter in Company’s possession or control, for all sums due to Company under this Agreement or any Ancillary Agreement, whether or not such sums relate to the specific Goods against which the lien is asserted.

d. Enforcement of Lien. If Customer fails to pay any amounts due when payable, Company shall have the right, in addition to all other remedies available at law or in equity, to withhold delivery of the Goods and, upon reasonable notice to Customer, to sell, dispose of, or otherwise realize upon any Goods subject to its lien, in a commercially reasonable manner, and to apply the proceeds to the amounts owed, including all costs of storage, handling, sale, and enforcement, including reasonable attorneys’ fees and expenses. Customer shall remain liable for any deficiency.

e. Costs and Expenses. Customer shall be responsible for all costs and expenses incurred by Company in enforcing its lien rights, including without limitation storage, transportation, administrative costs, and attorneys’ fees.

24. Collection and Enforcement. Customer shall be responsible for all costs and expenses incurred by Company in connection with the collection of any amounts owed by Customer or the enforcement of any rights or remedies under this Agreement or any Ancillary Agreement, including but not limited to collection agency fees, attorneys’ fees, court costs, administrative expenses, and costs incurred in connection with lien enforcement, repossession, or recovery of Goods, whether or not litigation is commenced.

Such amounts shall be due and payable upon demand and shall be recoverable in addition to all other amounts owed by Customer under this Agreement.

25. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, shall be deemed severed from this Agreement.

The remaining provisions of this Agreement shall remain in full force and effect and shall be enforced to the fullest extent permitted by law, consistent with the intent of the Parties.

26. Waiver. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver.

No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

No course of dealing, course of performance, or prior practice shall be construed to modify, waive, or limit any provision of this Agreement.

27. Independent Contractor. Company is an independent contractor and is not an employee, agent, partner, or joint venturer of Customer. All personnel engaged by Company in performing the Services shall be employees, agents, or subcontractors of Company, and shall not be deemed employees of Customer for any purpose.

Company shall have sole control over the manner and means of performing the Services, subject to the terms of this Agreement. Nothing in this Agreement shall be deemed to create any partnership, joint venture, or agency relationship between the Parties.

Neither Party shall have the authority to bind or obligate the other Party in any manner whatsoever, except as expressly set forth in this Agreement.

Customer acknowledges that Company may utilize subcontractors in the performance of the Services, and such subcontractors shall be considered independent contractors and not employees or agents of Customer.

28. Notification Of Product Characteristics and Dangerous Article

a. Disclosure of Hazardous Characteristics. Customer shall fully and accurately disclose in writing, prior to tender, the nature, characteristics, and composition of any Goods that are hazardous, dangerous, flammable, explosive, toxic, regulated, or otherwise capable of causing harm to persons, property, or the environment.

b. Compliance with Laws. Customer represents and warrants that all Goods comply with all applicable federal, state, and local laws, regulations, and ordinances, including those relating to hazardous materials, transportation, storage, labeling, and handling, and that all required permits, licenses, and approvals have been obtained and will remain in effect.

c. Documentation and Instructions. Customer shall provide complete and accurate documentation for any regulated or hazardous Goods, including without limitation bills of lading, safety data sheets, labeling, handling instructions, and all information necessary for the safe handling, storage, and transportation of such Goods. Company shall be entitled to rely on the accuracy and completeness of all such information without independent verification.

d. Special Handling Requirements. Customer shall be solely responsible for identifying and communicating any special handling, storage, segregation, or environmental requirements applicable to the Goods. Company shall have no obligation to provide any special handling or conditions except as expressly agreed in writing.

e. Right to Refuse or Remove Goods. Company shall have the right, at its sole discretion, to refuse to accept, remove, isolate, store, return, dispose, or otherwise render harmless any Goods that are hazardous, improperly disclosed, or reasonably believed to pose a risk to persons, property, or the environment, without liability to Customer. All costs and expenses associated therewith shall be the sole responsibility of Customer.

f. Indemnification for Hazardous Goods. Customer shall indemnify, defend, and hold harmless Company from and against any and all Claims arising out of or relating to the hazardous nature, condition, or handling of the Goods, including any failure by Customer to comply with this Section, regardless of whether such Claims arise from Customer’s negligence or otherwise.

g. Strict Responsibility. Customer shall be strictly liable for any loss, damage, injury, contamination, or regulatory violation arising out of or relating to the Goods, including any hazardous or dangerous characteristics thereof.

29. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Customer shall not assign, transfer, delegate, or otherwise convey this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, including by merger, sale of assets, or change of control, without the prior written consent of Company, which may be withheld in Company’s sole discretion. Any attempted assignment in violation of this Section shall be null and void.

Company may assign or transfer this Agreement, in whole or in part, without Customer’s consent, to any affiliate, subsidiary, successor entity, or in connection with a merger, sale of assets, financing, or other corporate transaction.

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties’ respective successors and permitted assigns.

30. Prevailing Party. In any action, suit, arbitration, or proceeding arising out of or relating to this Agreement or any Ancillary Agreement, the prevailing party shall be entitled to recover all reasonable attorneys’ fees, costs, and expenses incurred in connection therewith, including without limitation fees and costs incurred at the trial level, on appeal, in arbitration, and in any bankruptcy or post-judgment proceedings.

For purposes of this Section, “costs and expenses” shall include all reasonable legal fees, expert fees, administrative costs, and other expenses incurred in connection with the enforcement or defense of rights under this Agreement.

31. Governing Law and Venue. This Agreement and any Ancillary Agreements, and all disputes arising out of or relating thereto, shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.

The Parties agree that any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of Missouri located in St. Louis County or in the United States District Court for the Eastern District of Missouri. Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

32. Waiver of Jury Trial. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

33. Entire Agreement. This Agreement, together with any Ancillary Agreements, Invoices, estimates, and other documents issued or accepted by Company (including where Services are requested, authorized, or performed prior to execution of any formal written agreement), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.

Customer’s request for Services, authorization to proceed, acceptance of delivery, or payment of any Invoice shall constitute acceptance of this Agreement and all incorporated Terms and Conditions.

No working arrangements, instructions, purchase order terms, or other documents or communications shall modify or affect the terms of this Agreement unless expressly agreed in a written amendment signed by Company.

Warehouse receipts or similar documents may be issued in connection with the storage of Goods; however, in the event of any conflict between such documents and this Agreement, this Agreement shall control unless such document expressly states that it supersedes a specific provision of this Agreement.

This Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both Parties.

34. Notice

a. All notices required under this agreement directed to Xtreme Exhibits shall be to the attention of:

Xtreme Exhibits

Attn: President

8514 Mid County Industrial Dr

St. Louis MO 63114

With a copy to (which shall not constitute notice):

McCarthy, Leonard & Kaemmerer, L.C.

Attn: Michael E. Kaemmerer, Esq.

825 Maryville Centre Drive, Suite 300

Town and Country, MO 63017

b. Method of Delivery. Notices may be given by email, nationally recognized overnight courier, or certified or registered mail (return receipt requested). Notices shall be deemed given: (i) upon transmission if sent by email during normal business hours (or the next business day if sent after hours), or (ii) upon confirmed delivery if sent by courier or mail.

c. Customer Contact Information. Customer agrees that notice may be sent to any email or address provided by Customer in any Invoice, Ancillary Agreement, or course of dealing. Customer is responsible for maintaining current and accurate contact information with Company.

d. Email Notice Valid. Customer consents to the use of email for all notices under this Agreement, and such notice shall have the same legal effect as written notice delivered by other permitted means.