This Material Handling Terms and Conditions (this “T&C”) is entered into by the named exhibitor (“Exhibitor”, “you”, “your”) at an event (“Event”) managed by Small Business Expo LLC (“Small Business Expo”, “SBE”, “we”, “us”, or “our”) who has signed the Outbound Order Shipping Form to which this T&C is attached (the “Order Form”). The Order Form, together with this T&C, constitute a binding agreement between you and us (this “Agreement”) relating to certain of your materials used at an Event which you have listed in the Order Form (the “Materials”) and which you have arranged to be picked up from the Event venue (the “Venue”) by a third party carrier, shipper, or agent for transportation (the “Carrier”) whom you have appointed and contracted, and whose contact information you have provided to us in the Order Form. Our role is simply to facilitate the transfer of the Materials to the Carrier, after you have carefully packed and sealed the Materials in properly marked containers according to the Carrier’s specifications and you have left the packed and sealed Materials for the Carrier in your designated Event exhibitor booth, as described in this T&C. Each of Exhibitor and SBE may be referred to herein as a “party” and collectively as the “parties”. 1. APPOINTMENT. You hereby appoint SBE to act on your behalf to provide access to your exhibitor booth at an Event for the Carrier to pick-up the Materials as packed by you and/or to your exhibitor booth for drop-off of the Materials at a future Event, each during the times designated by us. Subject to the provisions of the Order Form and this T&C, including without limitation the provisions of Section 11B below (which will apply in the event of any loss, theft or damage of any of the Materials or their delay in any of the Materials being delivered to you), SBE agrees to use its reasonable commercial efforts to facilitate the pick-up and/or drop-off of the Materials by the Carrier as described in this T&C. 2. CONFIRMATION OF THE ORDER FORM INFORMATION. We will not weigh any of the Materials but will enable you to indicate your weight estimate for the Materials in the Order Form. The Carrier will confirm the number of items included in the Materials and the weight of each such item, and in the event of any difference between the number of crates, trunks skids and carpet rolls or the estimated weight and other information provided by you in the Order Form and the number or items or their weight and other information determined by the Carrier, the determination of the Carrier alone shall govern. 3. PROCEDURE. Once you have finished packing up the Materials as instructed by the Carrier and otherwise in accordance with this T&C, you will provide us with an executed Order Form and then will leave the Materials, as packed by you and as labelled by you, within the area which had been your exhibitor booth during an Event. The Carrier shall retrieve the Materials by picking up the Materials directly from your exhibitor booth and if delivering to your exhibitor booth at a future Event shall deliver the Materials directly to your exhibitor booth at such future Event. 4. FAILURE OF THE CARRIER TO COLLECT THE MATERIALS. In the event that the Carrier fails to retrieve the Materials from your exhibitor booth by no later than 10:00pm local time on the final day of an Event, you hereby authorize us to instruct on your behalf our official Event shipping carrier YRC Freight (“YRC”), who shall pick up all of such Materials and deliver them to its holding warehouse on your behalf. In such an instance, YRC has been requested to then contact you in order to determine to which address you wish for the Materials to be shipped. In each such instance, you shall be fully responsible for paying all shipping and storage fees incurred by YRC. In no event shall Small Business Expo be responsible for any losses resulting from the storage or shipment of the Materials by YRC or any other Carrier. 5. PACKAGING AND CRATES. Small Business Expo shall not be responsible for damage to any of the Materials, and you shall be exclusively responsible for the careful packing of all of the Materials to prevent damage. You must comply with all instructions from the Carrier about how to package the Materials, and refrain from shipping fragile items and from negligent packaging, including without limitation packing loose or uncrated materials, padwrapped or shrink-wrapped materials, concealed damage, carpets packed in bags, shrink wrap or poly, crates and packaging which are unsuitable for handling, in poor condition, or have prior damage, or for any other improperly packed materials. All crates and other packaging must be of a design and material to adequately protect the Materials they contain for handling by forklift and similar means, and must comply with all parameters provided by the Carrier. Small Business Expo shall have no responsibility of any type whatsoever and to any person for the failure of any of the Materials to be packed and/or marked appropriately, and you agree to correctly make all external markings required by law including without limitation those relating to the identification and carriage of hazardous materials. 6. EMPTY CONTAINERS. Empty container labels will be available at the SBE Event service desk. Affixing labels to each item comprising the Materials is the sole responsibility of Exhibitor or its representative. All labels affixed to any of the Materials from prior shipments must be removed or concealed by you in order to avoid confusion and having your shipment potentially being sent to the wrong destination. Small Business Expo assumes no responsibility for any errors in adhering to the above procedures, for the use or removal of containers with old empty labels and without labels provided by Small Business Expo, and for any inaccurate information appearing on any labels. 7. INBOUND/OUTBOUND SHIPMENTS. If the destination address you have provided the Carrier is at the venue of a future one of our Events, then please note that consistent with trade show industry practices there may be a lapse of time between the delivery of shipment(s) of the Materials to your Exhibitor booth at such future Event and your arrival at your Exhibitor booth. SMALL BUSINESS EXPO IS NOT LIABLE OR OTHERWISE RESPONSIBLE FOR ANY LOSSES, DAMAGE, THEFT, OR OTHER LIABILITY RELATED TO ANY OF THE MATERIALS AFTER THEY HAVE BEEN DELIVERED TO EXHIBITOR’S BOOTH AT AN EVENT OR ONCE THEY ARE IN THE POSSESSION OF THE CARRIER AT THE CONCLUSION OF AN EVENT. 8. DELIVERY TO THE CARRIER FOR RELOADING. Small Business Expo assumes no responsibility for loss, damage, theft, or disappearance of any Materials of an Exhibitor after same have been delivered to the Carrier after the conclusion of the Event or to the Exhibitor’s booth by the Carrier prior to an Event during the times indicated by us, as the case may be. All loading and unloading of the Materials will be done exclusively by the Carrier and under the exclusive supervision and control of the Carrier or one of its representatives, and Small Business Expo will not be involved in the shipping process of the Materials at all other than as expressly described in this T&C. Small Business Expo assumes no responsibility for any loss, damage, theft or disappearance of any of Exhibitor’s Materials that arises out of or is related to any improperly loaded materials or otherwise the shipping process. 9. SMALL BUSINESS EXPO’S LIMITED RESPONSIBILITIES. Small Business Expo shall be responsible only for those services which it directly provides to Exhibitor. Small Business Expo assumes no responsibility for any persons, parties, or other contracting firms which are not under Small Business Expo’s direct supervision and control, and certainly not for any Carrier. Small Business Expo shall not be responsible for, any loss, delay, or damage due to, resulting from (directly or indirectly) or related to any lockouts, work stoppages, natural elements, vandalism, Act of God, civil disturbances, power failures, explosions, acts of terrorism or war, or for any other cause beyond Small Business Expo’s reasonable control, nor for ordinary wear and tear in the handling of any of the Materials or for the terms of delivery indicated in the Order Form. SBE agrees to act as a liaison between you and the Carrier, provided that any and all claims you may have regarding any delayed, damaged, lost or stolen of your Materials must be made directly to the Carrier or the venue owner on whose property the Materials are located (as applicable), and in any event SBE will not be responsible or held liable in any manner for any such loss or losses. 10. INSURANCE. It is understood that Small Business Expo is not an insurer. The purchase of insurance to cover the Materials, if any is available and applicable, shall be purchased by Exhibitor directly from the Carrier or such other third party as may be arranged by Exhibitor, in amounts and for perils determined solely by Exhibitor. Exhibitor agrees to provide Small Business Expo with a release of subrogation in the amount of any insurance settlement received. 11. CLAIM(S) FOR LOSS. Exhibitor agrees that any and all claims for any loss or damage (other than for any loss or damage directly and exclusively caused by the gross negligence or willful misconduct of SBE) shall be submitted directly by Exhibitor to the Carrier (with a copy to Small Business Expo). All such claims must be submitted to the Carrier (with a copy to Small Business Expo) no later than thirty (30) days after the date on which such liability allegedly arose, and any claims reported after such thirty (30) day period will be deemed to have no validity and shall be automatically rejected. A. PAYMENT FOR SERVICES MAY NOT BE WITHHELD. In the event of any dispute between Exhibitor and Small Business Expo regarding any loss, damage, or claim, Exhibitor shall not be entitled to withhold and shall not withhold any payment, or any partial payment, due to Small Business Expo for its services, as an offset against the amount of any alleged loss of damage or otherwise. Any claim asserted against Small Business Expo shall be treated separately and shall be resolved on its own merits. B. LIMITATIONS OF LIABILITY AND MAXIMUM RECOVERY. IN NO EVENT SHALL SMALL BUSINESS EXPO OR ANY OF ITS AND ITS MANAGERS, MEMBERS, EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES AND AGENTS (THE “SBE PARTIES”) BE LIABLE TO EXHIBITOR OR TO ANY OTHER PARTY FOR ANY SPECIAL, COLLATERAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES OCCUR EITHER PRIOR TO OR SUBSEQUENT TO THE POSSESSION OF EXHIBITOR’S MATERIALS BY THE CARRIER, OR ARE RELATED TO ANY ACT OR OMISSION BY US OR ANY OF OUR PERSONNEL (OTHER THAN DIRECLTY AND EXCLUSIVELY ARISING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), INCLUDING WITHOUT LIMITATION ANY BREACH OF ANY OF THE PROVISIONS OF THIS T&C, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING STRICT LIABILITY AND NEGLIGENCE, EVEN IF SMALL BUSINESS EXPO HAS BEEN ADVISED OR HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING ANY OF THE FOREGOING, THE EXCLUSIONS FOR LIABILITY DESCRIBED IN THE IMMEDIATELY PRIOR SENTENCE SHALL INCLUDE, BUT ARE NOT LIMITED TO, ANY CLAIM FOR OR INCLUDING LOST PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS OR OTHER CONSEQUENTIAL OR INDIRECT ECONOMIC LOSSES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS T&C, THE MAXIMUM LIABILITY OF THE SBE PARTIES COLLECTIVELY TO YOU (OR ANYONE ACTING ON YOUR BEHALF) UNDER ALL CIRCUMSTANCES SHALL BE CAPPED AT THE RATE OF $1.00 PER POUND OF THE WEIGHT (OR ESTIMATED WEIGHT) OF THE MATERIALS LISTED BY EXHIBITOR IN THE APPLICABLE ORDER FORM. 12. DECLARED VALUE. The Order Form does not state the declared value of the Materials, as this is an issue to be determined exclusively between you and the Carrier, and declarations of declared value are between Exhibitor and the Carrier only and in no way shall be used to contest Small Business Expo’s maximum liability stated herein. SMALL BUSINESS EXPO WILL NOT BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE FAILURE TO TRANSMIT DECLARED VALUE INSTRUCTIONS TO THE CARRIER OR OTHERWISE TO COMPLY WITH ANY OF THE CARRIER’S REQUIREMENTS. 13. JURISDICTION/ARBITRATION. THIS T&C SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS RULES. THE EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATED TO THIS T&C OR OTHERWISE ANY OF THE SERVCIES PROVDIED BY ANY OF THE SBE PARTIES SHALL BE A COURT OF COMPETENT JURISDICTION IN FORT LAUDERDALE, FLORIDA. Any dispute arising out of or related to this T&C (including without limitation regarding any breach hereunder) or otherwise any of the services provided by any of the SBE Parties, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the City of Fort Lauderdale, State of Florida, by an arbitrator with applicable industry expertise in the field of event management, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on the parties, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by the parties and any decision rendered shall be deemed to be the confidential information of Small Business Expo and shall not be made public by either party. The non-prevailing party in such proceedings shall pay the prevailing party’s costs and expenses, including but not limited to reasonable attorneys’ fees. NO ARBITRATION OR CLAIM UNDER THIS T&C SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. Notwithstanding the foregoing, each party may apply to any federal or state court sitting in Broward County and State of Florida for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision, and each party hereby submits to the jurisdiction of such courts for such purpose. EXHIBITOR AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT EXHIBITOR MAY HAVE AGAINST ANY OF THE SBE PARTIES WHICH ARISES OUT OF OR IS RELATED TO THIS T&C (OR OTHERWISE ANY OF THE SERVICES PROVIDED BY ANY OF THE SBE PARTIES) MUST BE FILED BY EXHIBITOR PURSUANT TO THIS SECTION 13 WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN. 14. INDEMNIFICATION. Exhibitor shall indemnify, defend and hold harmless each of the SBE Parties from and against any and all demands, claims, causes of action, fines, penalties, damages, liabilities, losses, judgements, and expenses (including but not limited to reasonable attorneys’ fees and investigation costs) on account of personal injury, death, or damage to or loss of property or profits, arising out of, related to, or contributed to by any of the following: (a) Exhibitor’s breach of any of its representations, warranties, covenants or obligations under this T&C or under its agreement with the Carrier, (b) the negligence or misconduct of Exhibitor, or (c) the violation of any law or regulation by Exhibitor. 15. WAIVER & RELEASE. Exhibitor, as a material part of the consideration to Small Business Expo to provide you with its material handling services, waives and releases all claims against any of the SBE Parties with respect to all matters for which Small Business Expo has disclaimed liability pursuant to the provisions of this T&C. 16. SEVERABILITY. If any provision of this T&C proves to be illegal, invalid, or unenforceable, the remainder of this T&C will not be affected by such finding, and in lieu of each provision of this T&C that is proven to be illegal, invalid, or unenforceable, a provision will be added as part of this T&C as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. ______________ BY SIGNING THIS OUTBOUND SHIPPING ORDER FORM (THIS “ORDER FORM”), THE ABOVE-NAMED EXHIBITOR (“YOU”) AGREE TO BE BOUND BY THE PROVISIONS OF THIS ORDER FORM AND THE ASSOCIATED MATERIALS HANDLING TERMS AND CONDITIONS (THE “T&C”) ATTACHED TO AND INCORPORATED IN TO THIS ORDER FORM. BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND THAT YOU AGREE TO BE BOUND BY THIS ORDER FORM AND THE PROVISIONS OF THE ATTACHED T&C. FOR CLARITY AND WITHOUT LIMITING THE ATTACHED T&C, YOU ARE RESPONSIBLE FOR ALL SHIPPING CHARGES INCURRED WHICH ARE RELATED TO YOUR SHIPMENT. BY SIGNING BELOW, YOU CERTIFY THAT THE SHIPPING OF YOUR MATERIALS COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS. THE INDIVIDUAL SIGNING BELOW REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL IS AN AUTHORIZED SIGNATORY OF EXHIBITOR.