This Agreement is made by and between LIA and your company (hereinafter referred to as “Exhibitor” and/or “Sponsor”). This Agreement is a commitment by the Sponsor/Exhibitor to sponsor or exhibit at ICALEO subject to the cancellation policy described herein. This application and agreement for sponsorship and/or exhibition space
becomes an official Agreement when signed by both parties. The parties agree to the following:

SPONSORSHIP & EXHIBITOR FEES: LIA reserves the right to modify pricing for sponsorships or exhibitions at any time without notice. A 25% non-refundable deposit is required upon receipt of the application to confirm the sponsorship or exhibition space. The full balance is due by 60 calendar days before the first date of the event.

Agreements without payment will not be processed without prior approval from LIA. Accepted methods of payment include Visa, MasterCard, Discover, American Express, Check, or electronic bank transfer (e.g., ACH, wire transfer, SWIFT, etc.).

EXHIBITOR & SPONSOR ORDERS: All Orders require advance payment for initial quotation of charges for services unless otherwise approved in writing by LIA. You may submit orders with payment by credit card or electronic bank transfer (e.g. ACH, wire transfer, SWIFT, etc.).

THIRD PARTY ORDERS: If you choose to contract work to a Display or Exhibit house/company and/or require services from LIA, the fee provision presented above shall apply. LIA must be notified, in writing, by Sponsor/Exhibitor of any other display or third party involved in the set up or breakdown of exhibits. The Sponsor/Exhibitor is responsible for all payments due to ICALEO or any third party for quoted services.

RIGHT OF REFUSAL: LIA reserves the rights to reject, eject or prohibit any exhibit in whole or in part, with or without giving cause. Any shown liability for rejection without giving cause shall be limited to a refund to Sponsor/Exhibitor in the amount of fees unearned at the time of refusal. However, if Sponsor/Exhibitor is rejected, ejected or prohibited for violation of provisions herein or for any other stated reason for cause, no fees will be returned.

SHIPMENT TO WAREHOUSE OR ICALEO SITE AND/OR LABOR: All due payment must be made prior to any shipment of freight to LIA or the ICALEO site. All charges for freight, assembling, disassembling, shipping, handling and any other must be paid by the Sponsor/Exhibitor. If adjustments or additional charges are required during or after ICALEO, such charges must be paid within ten (10) business days of the last date of ICALEO. LIA is not responsible or any damage or loss of your freight, please secure round trip insurance from your company insurance carrier.

INSURANCE: Sponsor/Exhibitor shall, at its own expense, secure and maintain through the term of this contract, including all event days, any insurance required by Federal, state and municipal law or by business necessity.

FIRE & SAFETY LAWS AND RELATED SITE REQUIREMENTS: Federal, state and municipal laws and regulations must be strictly observed. Any electrical or physical display must comply with fire department and site requirements. Smoking in exhibits is forbidden. Crowding will be restricted by regulation. Displays and exhibits cannot block aisles and fire exits. A full listing of these fire and safety regulations can be requested by the Sponsor/Exhibitor.

VISUAL AND AUDIO RECORDING RIGHTS: All visual and audio recording rights within ICALEO are reserved to LIA and/or its affiliates. Any displayed item within display or exhibition space may be recorded by Show or its affiliates for
future use. No recording of booths by Exhibitors/Sponsors, other than their own, is permitted at any time. Sponsors, Exhibitors, displays, exhibitions and related personnel may be recorded by LIA or its affiliates before, during or after the commencement ICALEO. Please do not display confidential intellectual property in your space if you do not want such items photographed or recorded.

ASSUMPTION OF RISKS & RELEASE: Sponsor/Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with its participation at ICALEO including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Sponsor/Exhibitor maintains sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area), and waives any subrogation claims that Sponsor/Exhibitor’s insurer may have. LIA accepts no responsibility, nor is a bailment created for property delivered by or to Sponsor/Exhibitor. LIA shall not be liable and Sponsor/Exhibitor hereby releases LIA with respect to any and all risks, losses, damages and liabilities described in this paragraph.

INDEMNIFICATION: Sponsor/Exhibitor shall indemnify, defend (with legal counsel satisfactory to LIA), and hold LIA, its related companies, staff, employees, officials, representatives, agents, agent’s contractors, contractors, sub-contractors and members, and any other of its affiliates harmless from any claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys’ fees and expenses which result from, or arise out of or in connection with: (a) Sponsor/
Exhibitor’s participation or presence at Event; (b) any breach by Sponsor/Exhibitor of any provisions, covenants, promises or other obligations under this Agreement; (c) any matter for which Sponsor/Exhibitor is otherwise responsible under the terms of this Agreement; (d) any violation or infringement (or claim of violation or infringement) by Sponsor/Exhibitor of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret, or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from Sponsor/Exhibitor’s actions; (f) harm or injury (including death) caused by Sponsor/Exhibitor; and (g) loss of or damage to property caused
by Sponsor/Exhibitor; and (h) loss of or damage caused by Sponsor/Exhibitor to Sponsor/Exhibitor’s or other Event participant’s business, business activities or profits, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise.

SALES TAX: When and where applicable, city, county and state sales tax will be included in the price. If any Exhibitor is exempt from paying sales tax, it is the Sponsor/Exhibitor’s responsibility to provide LIA with its tax exempt number prior to beginning of show.

CANCELLATION POLICY: In the event of a natural disaster, acts of God, or terrorist acts that result in the cancellation of this event, LIA will be entitled to a fee equal to the cost of work requested and completed by LIA. In such cases, any payment or deposit received exceeding the cost of work completed will be refunded.

Any cancellation by a Sponsor/Exhibitor more than sixty (60) calendar days prior to the first date of the event will result in the forfeiture of the deposit. Any refunds for cancellation during this period will be reduced by the deposit amount. No refunds will be issued for cancellations of ICALEO sponsorships or Exhibitor spaces within sixty (60) calendar days of the first date of the event or any time thereafter. All requests for cancellations must be made in writing to LIA conference management.

ACCOUNTS RECEIVABLE & COLLECTION POLICY: Accounts thirty (30) days past due will pay current Sponsor/Exhibitor pricing and Sponsor/Exhibitor will lose any prior discounts unless otherwise agreed upon in writing between the parties. Accounts past due will be assessed 1.5% interest per month. In the event this contract is turned over to an attorney for collection or dispute, LIA will be entitled to reasonable attorney fees.

SEVERABILITY: In the event that any of the provisions of this Agreement shall be held to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

MODIFICATION: This Agreement may only be amended or modified by a written instrument duly executed by both parties.

ENTIRE AGREEMENT: This Agreement constitutes the final and entire agreement between the First Party and the Second Party with respect to the subject matter hereof, and supersedes any prior communication (whether written, verbal or electronic) or agreement between the parties regarding the subject matter herein.

EXECUTION & TRANSMISSION OF AGREEMENT: This Agreement may be executed in counterparts. Any accurately executed version of this Agreement transmitted by either telefax or e-mail by either party shall be deemed an equivalent, original, legal and binding version of this Agreement.

ASSIGNABILITY AND BINDING EFFECT: This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement and each party’s rights and obligations hereunder shall not be assignable by party without the express written consent of the other party, and any purported assignment not permitted hereunder shall be void.

REMEDIES; CHOICE OF LAW; VENUE: The parties hereto acknowledge that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered by the in the event that this Agreement is breached. Accordingly, the parties agree that in addition to any other available remedy, each party shall have the right obtain specific performance of this Agreement and injunctive relief against any breach hereof. The prevailing party in any litigation between the parties shall be entitled to the recovery of reasonable attorneys’ fees from the other party. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida and the parties hereto consent to the exclusive jurisdiction of the district courts of Orange County, Florida for any suits, actions or proceedings arising out of or related to this Agreement and waive all objections to such jurisdiction.