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) Warehouse and Storage Agreement; (ii) Product Sales Agreement; (iii) Services Agreement; and/or (iv) Product Rental Agreement, or any other agreement (including Invoice(s) and Estimates) entered into between Customer and Xtreme Exhibits (“Ancillary Agreements”).

The Terms & Conditions are electronically published at (http://legal.xtreme-exhibits.com) and may be amended by Xtreme Exhibits from time to time, without notice to Customer. In the event of any conflict between the Terms & Conditions and any Ancillary Agreements, the Terms & Conditions shall control.

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)”).

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 and estimates are based on estimates and are based exclusively on the information provided by Customer at the time the estimate was generated. Actual time and materials will be billed to Customer on a final Invoice. Customer is responsible for any and all additional time, labor, materials or additional expenses incurred by Xtreme Exhibits in performance of contracted Services to Customer, including but not limited to, wait times due to missing items, delays due to shipping, marshaling yard wait time, charges in original service dates and/or times, and any circumstances out of the control of Xtreme Exhibits.

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. No action or claim to recover any overcharge or undercharge for services provided may be brought by either party more than one hundred and eighty (180) days after receipt of Invoice for such services. Customer may not offset against amounts owed to Xtreme Exhibits hereunder.

e. Customer shall pay the amount set forth on the invoice upon receipt. Once an invoice amount is past due for thirty (30) days, interest shall accrue on all past due amounts at the rate of eighteen percent (18%) per annum, or the maximum rate allowed by law, whichever is greater.

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 specifically agreed to in writing, Xtreme Exhibits shall not be responsible for storage of the Goods in a temperature or humidity controlled environment. Customer knowingly accepts that the Goods will be warehoused in a non-temperature/humidity controlled environment. Xtreme Exhibits will not be responsible for any loss or damage to the Goods that result from fluctuations in temperature range or in humidity levels of the Facility.

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 Xtreme Exhibits as named consignee, Customer agrees to notify carrier in writing prior to such shipment, with a copy of such notice to Xtreme Exhibits, that Xtreme Exhibits named as consignee is a warehouseman under law and has no beneficial title or interest in such property. Customer further agrees that, if it fails to notify carrier as required by the preceding sentence, Xtreme Exhibits shall have the right to refuse such Goods and shall not be liable or responsible for any loss, injury or damage of any nature to, or related to, 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. 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. Xtreme Exhibits is not a guarantor of the condition of such Goods under any circumstances including but not limited to hidden, concealed, or latent defects in the Goods. Concealed shortages, damage or tampering will not be the responsibility of Xtreme Exhibits. In no event will Xtreme Exhibits be liable for loss or damage caused by the events set forth in the Force Majeure section of this Agreement or the inherent vice or nature of the Goods.

5. Transfer of Goods.

a. Xtreme Exhibits may move Goods within the Facility in which they are stored as Xtreme Exhibits deems necessary to maintain storage and handling efficiencies. Xtreme Exhibits may move Goods to another warehouse other than the Facility with the prior written consent of Customer.

b. If, as a result of a quality or condition of the Goods of which Xtreme Exhibits had no notice at the time of deposit, the Goods are a hazard to other property or to the Facility or to persons, Xtreme Exhibits shall immediately notify Customer and Customer shall thereupon claim its interest in the said Goods and remove them from the Facility. Pending such disposition Xtreme Exhibits may remove the Goods from the Facility and shall incur no liability by reason of such removal.

6. Pre-Staging & Return. Pre-Staging and return inspection shall be performed on all Customer requested or ordered Customer Exhibits prior to the Exhibit leaving Xtreme Exhibits facilities and/or prior to Exhibit being integrated into Customer inventory at Xtreme Exhibits facilities. All agreed upon billing rates for pre-staging and return inspection shall be set forth on the Invoice.

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 over time; (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.

d. Unless otherwise indicated in Xtreme Exhibits Services set forth in an Invoice, shipping arrangements and costs related to material handling or transportation of Customer’s Goods or Exhibit shall be Customer’s sole and absolute responsibility. Customer is responsible for insuring its own Customer Goods and any Xtreme Exhibits rental property, including any Exhibit, against any loss or damage during the term of this Agreement, including the period in which such property is in transit or storage.

e. 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. In the event Customer engages Xtreme Exhibits to render shipment services of its Goods, Xtreme Exhibits shall act as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of Customer and other dealings with the Government Agencies: as to all other services, Xtreme Exhibits acts as an independent contractor.

b. The Customer bears the responsibility for complying with all laws, rules and regulations, including but not limited to, import, export, customs, to through, or from any country where a shipment may be transported. Xtreme Exhibits shall not be liable to the Customer or any other party for any loss incurred due to any failure on the Customer’s or a third party’s part. Customer, consignee and the third party, if applicable, shall be liable, jointly and severally, (i) for all unpaid charges payable on account of a shipment pursuant to this Agreement, including the costs of collection, and (ii) to pay Xtreme Exhibits for all claims, fines, penalties, damages, costs or other sums which may be incurred by Xtreme Exhibits by reason of any violation of this Agreement by Customer.

c. In the event that shipment is tendered to Xtreme Exhibits on a straight bill of lading or any other shipping document, Xtreme Exhibits’ rules and regulations shall supersede any rules and regulations contained on the shipping document on which the freight was tendered.

d. In tendering the shipment for carriage, Customer warrants that each shipment is packaged to protect the enclosed Goods and to ensure safe transportation with ordinary are in handling, and that each package is appropriately labeled, and is in good order for carriage as specified.

e. All 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. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by Xtreme Exhibits to Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon Xtreme Exhibits unless Xtreme Exhibits in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between Xtreme Exhibits and Customer.

g. Unless subject to a specific statute or international convention, all claims against Xtreme Exhibits for a potential or actual loss, must be made writing and received by Xtreme Exhibits at the address set forth in the Notice section, within 270 days of the event giving rise to claim. The failure to give Xtreme Exhibits timely notice shall be a complete defense to any suit or action commenced by Customer. Claims for overcharges or duplicate billings must be filed in writing to Xtreme Exhibits at its corporate headquarters within 180 days after the date of acceptance of the shipment by the consignee. Claims for concealed damage must be reported to Xtreme Exhibits within 7 days after delivery to the consignee with privilege to inspect the containers and contents within 15 days after receipt of such notice. No claim for loss or damage will be entertained until all transportation charges have been paid. All suits against Xtreme Exhibits must be filed and property served on Xtreme Exhibits within two (2) years from the date of the loss or damage.

h. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Xtreme Exhibits shall use reasonable care in selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of shipments. Advice by Xtreme Exhibits that a particular person or firm has been selected to render services with respect to the Goods, shall not be construed to mean that Xtreme Exhibits warrants or represents that such person or firm will render such services nor does Xtreme Exhibits assume responsibility or liability for any actions and/or inactions of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party. All claims in connection with the Act of a third party shall be brought solely against such party and/or its agents, and in connection with any such claim, Xtreme Exhibits shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by Xtreme Exhibits relating thereto.

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

j. 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.

k. 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.

The Customer is solely responsible for and agrees to pay Xtreme Exhibits the full replacement value for replacing and/or repairing damage to the Rented Goods caused by any means whatsoever, however caused, including, but not limited to the following: (a) breach of any Ancillary Agreement or these Terms and Conditions; (b) damage as a result of theft, vandalism, malicious mischief, or intentional abuse; (c) damage caused by infidelity of the customer, its employees or persons to whom the Goods are entrusted; (d) mysterious disappearance; or (e) accidental damage by Customer or any other third party user of the Goods.

Customer further agrees to pay Xtreme Exhibits all expenses for loss of use, claim administration fees, diminishment in value, and costs incurred by Xtreme Exhibits to recover the Rented Goods and establish damages, regardless of fault or negligence of the Customer or any person, and regardless of any damages. The Customer's payment to Xtreme Exhibits shall be made promptly upon the Customer's receipt of Xtreme Exhibits invoice. Use of the Rented Goods by persons other than the Customer will be at the sole risk of the Customer.

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 the Rented Goods after the expiration of the Rental Period, Customer agrees that for the purpose of recovering possession of the Goods, Xtreme Exhibits, its agents and servants, may enter upon any of the premises where said Goods are located and remove the same therefrom, and Customer hereby waives any trespass or right of action for damages by reason of said entry and removal. The license to enter said premises and remove said property therefrom is an irrevocable license and part of the consideration of the renting of said Rented Goods. In the event of any such action, Customer agrees to pay all rental and delivery charges and taxes due, damages for any injury to the property, costs of removal of said Rented Goods from the possession of Customer, and all freight, storage, transportation and other charges incurred by such removal, shipping, and return to Xtreme Exhibits’ Facility.

Excusable Delay. Xtreme Exhibits shall not be liable for delay in the performance of services or provision of the Goods due to: (1) causes beyond its reasonable control, or (2) acts of God, acts of Customer, prerequisite work by others, acts of civil or military authority, government priorities, fires, strikes or other labor disturbances, floods, epidemics, war, riot, delays in transportation or car shortages, or (3) inability to obtain or delay in obtaining, due to causes beyond its reasonable control, suitable labor, materials, or facilities. In the event of any such delay, the time of performance shall be extended for a period equal to the time lost by reason of the delay.

11. Subcontractors and Sub-subcontractors. Customer acknowledges and agrees that Xtreme Exhibits intends to have portions of the I&D or Shipping services performed by Subcontractors pursuant to written Subcontracts between Contractor and such Subcontractors, and that such Subcontractors may have certain portions of the services performed by Sub-subcontractors. All Subcontractors and Sub-subcontractors shall be reputable, qualified firms with an established record of successful performance in their respective trades performing identical or substantially similar work. All Subcontracts and Sub-subcontracts shall be consistent with the terms and provisions of this Agreement. NO SUBCONTRACTOR OR SUB-SUBCONTRACTOR IS INTENDED TO BE OR SHALL BE DEEMED A THIRD-PARTY BENEFICIARY OF THIS AGREEMENT.

12. Taxes. Customer shall be responsible for all uncollected sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.

13. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement, the Ancillary Agreements or prepared by or on behalf of Xtreme Exhibits in the course of performing the Services described in the Ancillary Agreements (collectively, the “Deliverables”) [except for any Confidential Information of Customer or customer materials] shall be owned by Xtreme Exhibits. Xtreme Exhibits hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.

14. Confidential Information.

a. All non-public, confidential or proprietary information of Xtreme Exhibits, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Xtreme Exhibits to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services per the Ancillary Agreements and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Xtreme Exhibits. Confidential Information does not include information that is:

i. in the public domain;

ii. known to Customer at the time of disclosure; or

iii. rightfully obtained by Customer on a non-confidential basis from a third party.

b. Customer agrees to use the Confidential Information only to make use of the Services provided and Deliverables.

c. Xtreme Exhibits shall be entitled to injunctive relief for any violation of this Section.

15. Disclaimer of Warranties. XTREME EXHIBITS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR GOODS PROVIDED TO CUSTOMER, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

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

a. IN NO EVENT SHALL XTREME EXHIBITS BE LIABLE TO customer OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT XTREME EXHIBITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. IN NO EVENT SHALL XTREME EXHIBITS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE lesser OF: (i) the actual cost to Customer of replacing or reproducing damaged goods together with transportation costs to warehouse; (ii) the fair market value of the goods on the date XTREME EXHIBITS is notified of loss, damage or destruction, or (iv) TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO XTREME EXHIBITS PURSUANT TO THE specific purchase order as relates to the services performed giving rise to Customer’s OR ANY THIRD PARTY’S claim.

c. The limitation of liability referred to in paragraph (b) above shall be Customer’s exclusive remedy against Xtreme Exhibits for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of the Goods and shall apply to all claims including inventory shortage and mysterious disappearance claims unless Customer proves by affirmative evidence that Xtreme Exhibits converted the goods to its own use. Customer waives any rights to rely upon any presumption of conversion imposed by law.

d. Customer acknowledges and agrees that Xtreme Exhibits is not an insurer or guarantor of any goods placed in its possession by Customer pursuant to this Agreement or the Ancillary Agreements.

e. Where loss or injury occurs to Customer’s goods, for which Xtreme Exhibits is not liable, Customer shall be responsible for the cost of removing and disposing of such goods, as well as the cost of any environmental cleanup and/or site remediation resulting from the loss or injury to such goods.

f. The Parties acknowledge that it is the intent of this Agreement to limit Xtreme Exhibits’ liability in connection with loss or damage to Customer’s product resulting from Xtreme Exhibits’ negligence and covered by Xtreme Exhibits’ legal liability insurance carried by Xtreme Exhibits. Customer and its insurers hereby waive their rights of recovery against Xtreme Exhibits for claims in excess of Xtreme Exhibits’ liability as expressed in this section.

g. In no event shall Xtreme Exhibits be liable for any loss or damage whatsoever arising from its failure to discover or repair latent defects or defects inherent in the design of goods serviced or caused by the use of goods by Customer.

h. If Xtreme Exhibits furnishes Customer with advice or assistance concerning any Good or service which is not required pursuant to the Agreement or the Ancillary Agreements, the furnishing of such advice or assistance will not subject Xtreme Exhibits to any liability whether in contract, indemnity, warranty, tort (including negligence), strict liability or otherwise.

17. No Liability for Loss or Damage to Goods.

a. Condition of Goods: Xtreme Exhibits shall not be liable for damage, loss, or delay to uncrated freight, freight improperly packed, glass breakage or concealed damage. Xtreme Exhibits shall not be liable for ordinary wear and tear in handling of Goods or for damage to shrink wrapped Goods. All Goods shall be able to withstand handling by heavy equipment, including but not limited to forklifts, cranes, or dollies. It is the Customer’s responsibility to ensure that Goods are packaged correctly prior to shipment or movement on or off the Show floor.

b. Receipt of Goods: Xtreme Exhibits shall not be liable for Goods received without receipts, freight bills, or specified piece count on receipts or freight bills, or for bulk shipments (i.e., UPS, air freight, or van lines). Such Goods shall be delivered to booth without the guarantee of piece count or condition.

c. Force Majeure: Xtreme Exhibits shall not be liable for loss or damage that results from Acts of God, weather conditions, act or default of Customer, shipper, or the owner of the Goods, inherent nature of the Goods, public enemy, public authority, labor disputes, acts of terrorism or war, or other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts.

d. Unattended Goods: Xtreme Exhibits assumes no liability for loss or damage to unattended Goods received at Show Site at any time from the point of receipt of inbound Goods until the loading of the outbound Goods, including the entire term of the respective show or exhibition. Customer is responsible for insuring its own Goods for any and all risk of loss.

e. Empty Storage: Xtreme Exhibits assumes no liability for loss or damage to Goods or crates, or the contents therein, while containers are in Empty Storage. It is Customer’s sole responsibility to affix the appropriate labels available at Xtreme Exhibits Service Desk for empty container storage, and ensures that any pre-existing empty labels are removed.

f. Forced Freight: Xtreme Exhibits is not liable for Customer Goods left on the show floor after the show closing deadline, with or without a Material Handling Services/Straight Bill of Lading signed by Customer. It is Customer’s responsibility to complete accurate paperwork for shipping and to ensure Customer Goods are properly labeled. If Customer Goods remain on the floor after the show closing deadline, Xtreme Exhibits has the right to remove the Customer Goods. Xtreme Exhibits is authorized by Customer to proceed in the manner chosen by Customer on the Order of Material Handling Services/Straight Bill of Lading, if one has been completed, or otherwise, to ship Customer Goods at the discretion of Xtreme Exhibits and at Customer’s expense. Xtreme Exhibits shall incur no liability for such shipment. Xtreme Exhibits retains the right to dispose of Customer Goods without liability if left on the show floor unattended, without labels or not correctly labeled.

g. Concealed Damage: Xtreme Exhibits shall not be liable for concealed loss or damage including but not limited to; glass, electronic equipment, prototypes, original art, uncrated Goods, or improperly packaged or labeled Goods.

h. Unattended Booth: Xtreme Exhibits shall not be liable for any loss or damage occurring while the Goods are unattended in Customer’s booth at any time, including, but not limited to, the time the Goods are delivered to the dock until the time the Goods are received by Customer’s chosen carrier. All Material Handling Forms and/or Straight Bills of Lading covering outgoing Goods submitted to Xtreme Exhibits will be checked at the time of pickup from the booth and corrections to the count or condition will be documented where discrepancies exist.

18. Indemnification. Customer shall indemnify, defend, and hold Xtreme Exhibits, its shareholders, officers, agents, affiliates and assigns harmless from and against any and all claims, demands, damages, losses, liabilities, costs or expenses, whether for personal injury, property damage, patent, trademark or copyright infringement or any other claim whatsoever, brought by or incurred by any person, including without limitation reasonable attorneys’ fees, regardless of whether or not litigation is filed (collectively, “Claims”), with respect to:

a. Any actual loss, damage to or destruction of tangible property, and/or illness, injury or death to any person, arising out of Customer’s acts or omissions, negligent or otherwise;

b. Any violation by Customer of applicable laws or regulations, or breach of any terms of this Agreement or the Ancillary Agreements;

c. Any failure by Customer to comply with any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority;

d. Any Claim by third parties relating to the ownership, storage, handling or delivery of Goods, or from any other services provided by Xtreme Exhibits under the Ancillary Agreements;

e. Any and all Claims for unpaid transportation charges, including undercharges, demurrage, detention, or charges of any nature, in connection with Goods so shipped;

f. Any and all Claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by Customer or its agents, including without limitation any representation or warranty by Customer set forth herein, upon which Xtreme Exhibits reasonably relied; or

g. Any dispute or litigation, whether instituted by Customer or others, respecting Customer’s right, title or interest in the Goods covered by this Agreement.

19. Exceptions on Indemnification. Notwithstanding anything to the contrary in this Agreement, Customer is not obligated to indemnify or defend (if applicable) Xtreme Exhibits against any Claim if such Claim or corresponding losses or damages arise out of or result from the Xtreme Exhibits’:

(a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or

(b) bad faith failure to materially comply with any of its obligations set forth in this Agreement.

20. Notice Of Loss And Damage, Claim And Filing Of Suit.

a. Xtreme Exhibits agrees to notify Customer promptly of any loss or damage, however caused, to Goods handled under the terms of this Agreement.

b. Claims by Customer must be presented in writing to Xtreme Exhibits not longer than either ninety (90) days after delivery of Goods by Xtreme Exhibits or ninety (90) days after Customer is notified by Xtreme Exhibits that loss or injury to part or all of the Goods has occurred, which ever time is shorter. Each claim must contain information necessary to identify the Goods affected, the basis for liability and the amount of the alleged loss or damage, as well as all appropriate supporting documentation which must include: a summary of claims for both damaged and shortages of items, a report of individual carton ID’s and their appropriate claims designation, including claim value, and individual claim forms for each claim that is supported by the report also provided.

c. No action may be maintained by the Customer or others against the Xtreme Exhibits for loss or injury to the Goods stored unless timely written claim has been given as provided in paragraph (b) of this section and unless such action is commenced either within nine months after date of delivery by Xtreme Exhibits or within nine months after Customer of record is notified that loss or injury to part or all of the Goods has occurred, whichever time is shorter.

21. Mysterious Disappearance and Damage to Goods.

a. Xtreme Exhibits shall not be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of goods unless Customer establishes such loss occurred because of Xtreme Exhibits’ lack of reasonable care. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Customer of conversion must be established by affirmative evidence that Xtreme Exhibits converted the Goods to Xtreme Exhibits’ own use.

b. It is the obligation of Customer to ensure Goods are insured at all times. Loss, theft, or damage of the Goods in storage, in transit to and from the show, and/or while on the show floor is the sole responsibility of Customer.

22. Force Majeure. Neither Customer nor Xtreme Exhibits shall be liable to the other for default in the performance or discharge of any duty or obligation under this Agreement when caused by acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public enemy, civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce, failure to provide power by the utility provider, intentional or malicious acts of third persons or any other organized opposition, corruption, depredation, accidents, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of import or export of Goods, closure of public highways, railways, airways or shipping lanes, governmental interference or regulations, or other contingencies, similar or dissimilar to the foregoing, beyond the reasonable control of the affected Party. Upon the occurrence of such an event the Party seeking to rely on this provision shall promptly give written notice to the other Party of the nature and consequences of the cause. If the cause is one which nevertheless requires Xtreme Exhibits to continue to protect the Goods, Customer agrees to pay the storage or similar charges associated with Xtreme Exhibits’ obligation during the continuance of the force majeure. All Goods are stored, handled, and transported at Customer’s sole risk of loss, damage, or delay caused by any of the above.

23. Customer Insurance. Customer shall at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance, or Customer shall elect to self-insure any portion thereof:

a. All-Risk Property Damage insurance insuring the Goods in an amount not less than the actual Replacement Cost thereof, subject to any commercially reasonable deductible amounts as determined solely by Customer; and

b. Cargo Insurance on an all risk basis for any and all transportation exposures, whether related to an owned vehicle or a third-party contract or common carrier, in an amount not less than the actual replacement value thereof, subject to any commercially reasonable deductible amounts as determined solely by Customer. Upon Xtreme Exhibits’ request, Customer shall provide Xtreme Exhibits a certificate of insurance showing that such insurance coverage has been obtained and procured by Customer.

c. Waiver. Customer waives all rights against Xtreme Exhibits and any of their consultants, Subcontractors, Vendors, agents and employees, and any of their Subcontractor’s, Subcontractors, Vendors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by any insurance obtained pursuant to this Article or insurance applicable to the Goods or Services, except such rights as they have to proceeds of such insurance held by the Customer as fiduciary. The policies shall provide such waivers of subrogation by endorsement or otherwise.

24. Xtreme Exhibits Insurance. Goods are not insured by Xtreme Exhibits for loss or injury however caused, and the limitation of liability provisions set forth herein shall apply in all circumstances where Xtreme Exhibits is legally liable for such loss or damage. Xtreme Exhibits IS NOT AN INSURANCE COMPANY AND DOES NOT OFFER OR PROVIDE INSURANCE.

25. Authority and Liens.

a. Customer represents and warrants that Customer is lawfully in possession of the Goods and has the right and authority to contract with Xtreme Exhibits for the Services contemplated by this Agreement relating to those Goods.

b. On Goods in Xtreme Exhibits’ possession, it shall have a general Warehouseman's lien for any unpaid charges and associated expenses. Xtreme Exhibits shall not permit any lien or other encumbrance to be placed against the Goods while they are in Xtreme Exhibits’ possession other than its general warehouseman's lien or any other lien as described herein.

c. Xtreme Exhibits shall have a general and continuing lien on any and all property of Customer coming into Xtreme Exhibits’ actual or constructive possession or control for monies owed to Xtreme Exhibits with regard to any Services or Goods provided to Customer per this Agreement or the Ancillary Agreements.

26. Pricing and Payment. If it becomes necessary for Xtreme Exhibits to utilize a collection agency and/or an attorney to collect any unpaid amount owed to Xtreme Exhibits by Customer or to assist in effectuating the lien provisions herein, Customer shall be obligated to pay the collection agency fees and/or attorney fees, and expenses including court costs incurred, regardless of whether litigation is actually filed.

27. Severability. The provisions of this Agreement are to be considered as independent obligations. Therefore, should one provision be determined to be void and not be legally enforceable, its invalidation shall not excuse compliance with and adherence to the remaining provisions of this Agreement by the Parties.

28. Waiver. Compliance with any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Party entitled to enforce such term, but any such waiver shall be effective only if in a writing signed by the Party against which such waiver is to be asserted. Except as otherwise provided herein, no failure or delay of any Party in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power preclude any other or further exercise thereof or the exercise of any other right or power.

29. Independent Contractor. It is hereby agreed and understood that Xtreme Exhibits is entering into this Agreement as an independent contractor and that all of Xtreme Exhibits’ personnel engaged in work to be done under the terms of this Agreement are to be considered as employees of Xtreme Exhibits and under no circumstances shall they be construed or considered to be employees of Customer. Xtreme Exhibits shall supervise the performance of its own employees in providing Services for Customer and shall have control over the manner and means by which its Services are performed, subject to the terms of this Agreement as well as any written and mutually agreed upon amendments thereto. Nothing in this Agreement will be interpreted as creating any relationship of principal and agent, partnership or joint venture between the Parties. Neither Customer nor Xtreme Exhibits will represent in any manner to any third Party that Xtreme Exhibits is an agent of, or affiliated with, Customer in any capacity other than as an independent contractor, and nothing in this Agreement shall be construed to be inconsistent with such status.

30. Notification Of Product Characteristics and Dangerous Article

a. Customer shall notify Xtreme Exhibits of the characteristics of any of Customer’s products that may in any way be likely to cause damage to Xtreme Exhibits’ premises or to other products that may be stored by Xtreme Exhibits

b. Customer, except to the extent hereinafter specified, represents that none of the Goods which it now has in storage, or will store in the future with Xtreme Exhibits are adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides, as defined under the regulated federal, state or local laws, statutes, ordinances, or regulations, and that any good it now has in storage, or will store in the future with Xtreme Exhibits which require registration, permits, licenses or similar approvals under federal, state or local laws, statutes, ordinances or regulations are guaranteed to have such registrations, permits, licenses or approvals at the time the Goods are tendered to Xtreme Exhibits and during the time they are in Xtreme Exhibits’ custody.

c. Customer represents that the Goods which it now has in storage which are defined or are subject to regulation under federal, state or local laws, statutes, ordinances or regulations concerning adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides will be individually listed on receiving/shipping document (bill of lading) naming the Goods and designating which laws, statutes, ordinances or regulations apply to the storage, handling and transportation of the Goods, and whenever in the future the undersigned tenders Goods to Xtreme Exhibits for storage or handling which are defined and subject to regulation under federal, state or local laws, statutes, ordinances or regulations concerning adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides it shall, at the time of such tender, advise Xtreme Exhibits in writing, with respect to each such item which laws, statutes, ordinances and or regulations apply to the storage, handling and transportation of the Goods.

d. Customer further represents that with respect to any Goods it now has in storage, or will store in the future with Xtreme Exhibits which, due to such federal, state or local laws, statutes, ordinances or regulations applicable to the goods, require special handling, storage, stacking segregation of commodities, documentation, records certification, reports of other treatment beyond that normally afforded by Xtreme Exhibits to goods generally, it will furnish Xtreme Exhibits for goods now in storage in writing for each item tendered for storage in the future, with all information and instructions necessary to conform with the requirements applicable to its goods.

31. Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto. Neither party may assign this Agreement or the Ancillary Agreements without written consent of the other party, except that Xtreme Exhibits may, without consent, assign this Agreement or the Ancillary Agreements to a subsidiary or other related company.

32. Prevailing Party. In any action, suit, arbitration or proceeding brought by either Party in respect of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs in each and every such action, suit, arbitration or other proceeding, including any and all appeals or petitions therefrom. As used in this Section 24 attorneys’ fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual and customary fee charge by the attorney performing such services.

33. Governing Law and Venue. This Agreement, the Ancillary Agreements and any disputes between the parties hereto shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws rules. Venue of any dispute arising hereunder shall be in the District Courts of the State of Missouri in St. Louis County or in the United States District Courts for the Eastern District of Missouri, and said Courts shall have personal jurisdiction over Customer.

34. Entire Agreement. This Agreement, any Ancillary Agreement executed by Customer and Xtreme Exhibits, and Invoices constitute the entire understanding between Customer and Xtreme Exhibits and no working arrangement, instructions, or operating manuals intended to facilitate the effective carrying out of this Agreement shall in any way affect the liabilities of either Party as set forth herein. Warehouse receipts may be issued for Goods received in storage and the provisions of the warehouse receipt shall apply, provided any inconsistency between the terms of the receipt and this Agreement shall be governed by this Agreement.

35. 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

And

McCarthy, Leonard & Kaemmerer, L.C.

Attn: Michael E. Kaemmerer

825 Maryville Centre Drive, Suite 300

Town and Country, MO 63017

b. Notices may be provided by facsimile, email, or express courier (signature required) and deemed delivered on date given.

c. Customer hereby agrees and acknowledges that receiving notice by email is acceptable and notice shall be deemed given if Xtreme Exhibits sends notice to the email provided by Customer to Xtreme Exhibits in any invoice or Ancillary Agreement.