mackenzie EXHIBIT

We know it’s tempting to skip these Terms of Service, but it’s important to establish what you can expect from us as you use our services, and what we expect from you.

Please read carefully: The following Terms & Conditions define the respective parties responsibilities of the contractual agreement between mackenzie EXHIBIT and you, the Exhibitor. Acceptance of said terms and conditions will be construed when any of the following conditions are met:

Signature of the Payment Authorization Form or Online order is placed or an order for labor, services, and/or rental equipment is placed by an Exhibitor with mackenzie EXHIBIT or work is performed on behalf of Exhibitor by labor secured through mackenzie EXHIBIT

DEFINITIONS: The name mackenzie EXHIBIT shall be construed within the meaning of this contract as mackenzie EXHIBIT, and their employees, officers, agents and assigns, affiliated companies and related entities including but not limited to any subcontractors mackenzie EXHIBIT may appoint. The term Exhibitor shall be construed within the meaning of this contract as the EXHIBITOR and/or its employees, agents, representatives and/or any Exhibitor Appointed Contractor (EAC).

PAYMENT TERMS: mackenzie EXHIBIT requires payment at time of order for all rental items and services. A credit card authorization is required with the initial order. The credit card on file will be used to cover all charges not paid by the initial payment and any outstanding balances at show closing. This will include any labor, material and other services. A $25.00 administrative fee will be applied to any refund based on overpayment of check. All payments must be in U.S. funds and all checks must be drawn on a U.S. Bank. Orders received without advance payment or after the deadline date will incur additional (standard) charges as indicated on each order form. All materials and equipment are on a rental basis for the duration of the show or event and remain the property of mackenzie EXHIBIT except where specifically identified as a sale. All mackenzie EXHIBIT rentals include delivery and removal from Exhibitor’s booth. In case of cancellation, a one hour per person, per hour charge will be applied to all labor orders that are not cancelled in writing at least 24 hours prior to the scheduled start time. If services have already been provided at the time of cancellation, a 100% cancellation fee will be applied to all mackenzie EXHIBIT rental items. It is Exhibitor’s responsibility to advise mackenzie EXHIBIT personnel of any problem with any orders and to check invoices for accuracy prior to the close of the exhibit. For all others should there be any pre-approved unpaid balance after the close of the show, terms will be net 30 due and payable in Ogden, UT upon receipt of invoice. Effective 30 days after invoice date, any unpaid balance will bear a Finance Charge at the lesser of the maximum rate allowed by applicable law, or 1.5% per month, which is an Annual Percentage Rate of 18% and future orders will be on a pre-paid basis only. If any finance charge hereunder exceeds the maximum rate allowed by applicable law, the finance charge shall automatically be reduced to the maximum rate allowed, and any excess finance charge received by mackenzie EXHIBIT shall either be applied to reduce the principal unpaid balance or be refunded to the payer. These payment Terms & Conditions shall be governed by and construed in accordance with the Laws of the State of Utah. In the event of any dispute between Exhibitor and mackenzie EXHIBIT relative to any loss, damage or claim, such Exhibitor shall not be entitled to and shall not withhold payment, or any partial payment, due to mackenzie EXHIBIT for its services as an offset against the amount of any alleged loss or damage. Any claim against mackenzie EXHIBIT shall be considered a separate transaction and shall be resolved on its own merits. mackenzie EXHIBIT reserves the right to charge Exhibitor for the difference between the Exhibitor’s estimate of charges and the actual charges incurred by Exhibitor, or for any charges that mackenzie EXHIBIT may be obligated to pay on behalf of Exhibitor, including without limitation, any shipping charges. If Exhibitor provides a credit card for payment and charges are rejected by the Exhibitor’s credit card company for any reason, mackenzie EXHIBIT hereby provides notice that it reserves the right, and Exhibitor authorized mackenzie EXHIBIT, to continue to attempt to secure payment through that credit card for as long as unpaid balances remain on Exhibitor’s account.

LABOR TERMS, CONDITIONS RESPONSIBILITY AND INDEMNIFICATION

LABOR UNDER THE SUPERVISION OF mackenzie EXHIBIT

mackenzie EXHIBIT will be responsible for the performance of labor provided under this option. mackenzie EXHIBIT does not assume responsibility for any acts of, or loss to, persons, parties and/or other contracting firms not under mackenzie EXHIBIT’s direct supervision and control. In no event shall mackenzie EXHIBIT be liable for loss or damage caused by delay in labor beginning work when Exhibitor request labor to begin later than the start of the working day. mackenzie EXHIBIT shall not be responsible for loss, delay or damage due to strike, lockouts and/or work stoppages, or other causes beyond mackenzie EXHIBIT’s reasonable control. mackenzie EXHIBIT agrees to indemnify, hold harmless and defend Exhibitor from and against any and all demands, claims, causes of action, fines, penalties, damages, liabilities, judgments and expenses (including but not limited to reasonable attorney’s fees and investigation costs) for bodily injury, including any injury to mackenzie EXHIBIT employees, or property damage arising out of work performed by labor provided and supervised by mackenzie EXHIBIT, except when Exhibitor exercises direction and/or control over the work being performed.

LABOR UNDER THE SUPERVISION OF EXHIBITOR:

Tennesse is a “right to work” state. Exhibitor personnel may set up their own exhibits. Labor is available to assist in the installation and dismantle of exhibit booths, merchandising fixtures and other related work. Mackenzie EXHIBIT is the official supplier of labor for Grassroots.

Exhibitor agrees to indemnify, hold harmless and defend mackenzie EXHIBIT from and against any and all demands, claims, causes of action, fines, penalties, damages, liabilities, judgments, and expenses (including but not limited to reasonable attorney’s fees and investigation costs) for bodily injury, including any injury to mackenzie EXHIBIT employees, and/or property damage arising out of work performed by labor provided by mackenzie EXHIBIT but supervised by Exhibitor. Further, the Exhibitor’s indemnification of mackenzie EXHIBIT includes any and all violations of Federal, State, County or Local ordinances, Show Regulations and/or Rules as published and/or set forth by Facility or Show Management, and/or directing labor provided by mackenzie EXHIBIT to work in a manner that violates any of the above rules, regulations and/or ordinances.

FREIGHT HANDLING TERMS & CONDITIONS

mackenzie EXHIBIT and its subcontractors shall not be liable for damage, loss or delay to uncrated freight, freight improperly packed, glass breakage or concealed damage. Crates and packaging should be of a design to adequately protect contents for handling by forklift and similar means.

Relative to inbound shipment(s), there may be a lapse of time between the delivery of shipment(s) to the booth by mackenzie EXHIBIT or its subcontractors and the arrival of the Exhibitor’s representative at the booth. Similarly, relative to outgoing shipment(s), it is possible that there will be a lapse of time between the completion of packing and the actual pickup of freight from the booth for loading onto a carrier. It is understood that during such times the shipment(s) will be left in the booth unattended. Therefore, it is agreed that mackenzie EXHIBIT and its subcontractors are not liable for the loss of, disappearance of or damage to Exhibitor’s freight after the same has been delivered to Exhibitor’s booth, nor are mackenzie EXHIBIT and its subcontractors liable for Exhibitor’s freight before it is picked up from the Exhibitor’s booth for loading after the show. Consequently, all bills of lading covering outgoing shipment(s) submitted to mackenzie EXHIBIT or its subcontractors by Exhibitor will be checked at the time of pickup from the booth and corrected where discrepancies exist.

mackenzie EXHIBIT and its subcontractors shall not be liable for any damage incurred during the handling of equipment requiring special devices to properly load, place or reload unless 14 days advance notice has been given to mackenzie EXHIBIT in time to obtain the proper equipment.

mackenzie EXHIBIT and its subcontractors shall not be liable for any loss, delay or damage due to events beyond their reasonable control which cannot be avoided by the exercise of due care and prudence, including but without limitation to, strikes, labor disputes, lockouts or work stoppages of any kind, fire theft, windstorm, water, vandalism, acts of God, mysterious failure of power or utilities and other events of force of nature.

mackenzie EXHIBIT and its subcontractors shall not be liable for ordinary wear and tear in handling of equipment.

It is understood that mackenzie EXHIBIT and its subcontractors are not insurers. Insurance, if any, shall be obtained by the Exhibitor. Amounts payable by mackenzie EXHIBIT hereunder are based on the scope of the liability as herein set forth and are unrelated to the value of the Exhibitor’s property. It is further understood and agreed that mackenzie EXHIBIT and its subcontractors do not provide for full liability should loss or damage occur. In the event that mackenzie EXHIBIT or its subcontractors should be found liable for loss or damage to Exhibitor’s equipment, the liability shall be limited to the specific article that was physically lost or damaged. Such liability shall be limited to a sum equal to $.10 per pound per article, with a maximum liability of $50.00 per item or $1,000.00 per shipment, whichever is less, as agreed upon damages and exclusive remedy. Provisions of this paragraph shall apply if loss or damage, regardless of cause or origin, results directly or indirectly to property through performance or nonperformance of obligations imposed by the offering of services to Exhibitors or from negligence, active or otherwise, by mackenzie EXHIBIT, its subcontractors or their employees.

Be sure your freight is insured from the time it leaves your firm until it is returned after the show. It is suggested that Exhibitors arrange all risk coverage. This can usually be done by riders to existing policies. Contact your insurance representative. Be sure your liability insurance is in effect during transit and return of your freight, during storage and at show site.

mackenzie EXHIBIT and its subcontractors shall not be liable to any extent whatsoever for indirect, special, incidental, or consequential damages, including but not limited to, delay any actual, potential or assumed loss of profits or revenues, loss of use of equipment or products or any collateral costs that may result from any loss, injury or damage to Exhibitor’s materials or exhibitor personnel, which may make it impossible or impractical to exhibit the Exhibitor’s materials.

Claims for loss or damage must be submitted to mackenzie EXHIBIT immediately at show site, and in any case not later than thirty (30) business days after the conclusion of the event. Any and all claims reported after thirty (30) days will be rejected. No suit or action shall be brought against mackenzie EXHIBIT or its subcontractors more than one year after the cause of action accrues.

The Exhibitor agrees, in connection with the receipt, handling, temporary storage and reloading of its freight, that mackenzie EXHIBIT and its subcontractors will provide these services as Exhibitor’s agent and not as bailee or shipper. If any employee of mackenzie EXHIBIT or its subcontractors shall sign a delivery receipt, bill of lading or other document, the parties agree that mackenzie EXHIBIT or its subcontractor will do so as the Exhibitor’s agent, and the Exhibitor accepts the responsibility thereof.

mackenzie EXHIBIT and its subcontractors shall not be liable for shipments received without receipts, freight bills or specified unit counts on receipts or freight bills, such as UPS, FedEx, DHL or van lines. Such shipments will be delivered to booth without guarantee of piece count or condition

Empty container labels will be available at the mackenzie EXHIBIT Exhibitor Service Desk. Affixing the labels is the sole responsibility of the Exhibitor or its representative. It is understood that these labels are used for EMPTY STORAGE ONLY. mackenzie EXHIBIT assumes no responsibility for error in preceding procedures, removal of containers with old empty labels and without mackenzie EXHIBIT labels or improper information on labels. mackenzie EXHIBIT and its subcontractors assume no responsibility or liability for loss or damage to contents while containers are in storage or for mislabeled containers.

In order to expedite removal of freight from the show site, mackenzie EXHIBIT shall have the authority to change designated carriers, if such carriers do not pick up on time. Where no disposition is made by the Exhibitor, freight will be taken to a warehouse to await Exhibitor’s shipping instructions, and the Exhibitor agrees to be responsible for payment of charges relating to such handling at the warehouse. mackenzie EXHIBIT assumes no liability as a result of such rerouting or handling.

The Exhibitor agrees, in the event of a dispute with mackenzie EXHIBIT or its subcontractors relative to any loss or damage to any of the Exhibitor’s freight or equipment, that the Exhibitor will not withhold payment in any amount due to mackenzie EXHIBIT for freight handling services or any other services provided by mackenzie EXHIBIT or its subcontractors as an offset against the amount of the alleged loss of damage. Instead, the Exhibitor agrees to pay mackenzie EXHIBIT prior to the close of the show for all such charges and further agrees that any claim the Exhibitor may have against mackenzie EXHIBIT or its subcontractors shall be pursued independently by the Exhibitor as completely separate.

This Privacy Policy (the “Policy”) governs the manner in which mackenzie EXHIBIT collects, uses, maintains, and discloses information collected from you in connection with the mackenzie EXHIBIT online storefront.

mackenzie EXHIBIT may collect and store information about you and/or your business including your or your business’s name, email address, phone number, mailing address, accounting transaction data, payment or other financial information, aggregate transaction data, customer sales and order information, third-party data, business data, browser data, devices used, technical information about your means of connection to applications, and any other information or data submitted by you or third parties in connection with our Software Services, Storefronts, or other services rendered pursuant to the Agreement (the “Information”).

Information Use

Information collected may be used in connection with or for purposes of providing services to you, your business, and to others, improving services provided to you, your business, or to others, providing notices to you, complying with applicable law, and any other lawful purpose, including protecting the health or safety of you or others, and monitoring and preventing fraudulent or unlawful third-party activity.

Commercial Use of Information

mackenzie EXHIBIT will not sell or share the Information with third parties for any commercial purposes without your consent and express agreement. mackenzie EXHIBIT may, however, use the Information in order to share generic, collective, group, or other non-identifying information about the use of mackenzie EXHIBIT’s products and services as part of commercial transactions with third parties to help mackenzie EXHIBIT improve its products and services or for any other lawful purpose.

Third-Party Service Providers

mackenzie EXHIBIT may use third-party service providers and vendors to assist mackenzie EXHIBIT in providing its products and services to you and others, including, without limitation, services to host mackenzie EXHIBIT’s Software Services, Storefronts, payment processes, and other services pursuant to the Agreement. mackenzie EXHIBIT may also use third-party service providers and vendors to store Information and other data. Any such third parties would have access to your Information for the limited purpose of assisting, as reasonably necessary, mackenzie EXHIBIT in providing Software Services and other services pursuant to the Agreement.

mackenzie EXHIBIT may disclose your Information as mackenzie EXHIBIT reasonably believes is required by court order, governmental directive, or other law, to protect the rights of mackenzie EXHIBIT, or as otherwise allowed pursuant to the Agreement or applicable law.

Information Protection

mackenzie EXHIBIT will retain, protect, and process the Information and underlying or related data using commercially reasonable practices. Although mackenzie EXHIBIT will undertake such efforts to preserve and protect the integrity of the Information, you acknowledge and agree that all security measures have potential risks.

Customer Control of Collected Data

You may decline to provide or submit Information to us, however, some of our Software Services, Storefronts, or other services may not be available to you if you choose not to provide or submit Information. You also have a right to access the Information that we hold (about you) upon reasonable written request.

Updates to our Policy

By entering into the Agreement or the Acknowledgment or by using our products or services, you consent to the collection and use of your Information by us consistent with this Policy and the Agreement. We may change this Policy from time to time, for any reason. Any such changes become effective when posted.

To the extent that this Policy is inconsistent with applicable law, it is the intent of mackenzie EXHIBIT to comply with applicable law. If there is any conflict between any provision of this Policy and applicable law, such applicable law shall prevail; provided, however, that any such conflicting provision in this Policy shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Policy shall not be affected thereby.

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