Exhibition Space Terms and Conditions

This application & contract for Space (“the Contract”) by and between the Velo-city Global 2012 Conference and the exhibiting company (“Exhibitor”) governs Exhibitor’s rental and use of exhibit space in the Exhibition Hall (“Exhibition”) at the Velo-city Global 2012 Conference. By signing this Contract, Exhibitor agrees to comply with the terms and conditions set forth below. This Contract shall become binding upon acceptance by an authorized Velo-city Global 2012 Representative for the Velo-city Global 2012 Conference.

TERMS & CONDITIONS: EXHIBITION SITE AND TIME: Velo-city Global 2012 Conference Exhibition is scheduled to be held in June 2012 in Vancouver, CANADA. The Velo-city Global 2012 Conference reserves the right, at its sole discretion, to change the site, hours or dates. The Velo-city Global 2012 Conference will attempt to notify the Exhibitor of any such changes as far in advance as possible.

APPLICATIONS: All applications for exhibit space at the Exhibition must be made on this Contract. A counter-signed copy will be returned to the Exhibitor upon acceptance of the Contract by an authorized representative of the Velo-city Global 2012 Conference. The Velo-city Global 2012 Conference reserves the right, at its sole discretion, to decline acceptance of any Contract.

EXHIBIT SPACE ALLOCATION: The Velo-city Global 2012 Conference will attempt to assign exhibit space in the order which Contracts are received. If Exhibitors choices of exhibit space are not available, Velo-city Global 2012 Conference will attempt to assign what it considers to be the best available remaining space.

The Velo-city Global 2012 Conference reserves the right, at its sole discretion, to designate exhibit space or make changes in the location, size, layout, arrangement and display limits of the exhibits.

EXHIBIT SPACE RENTAL FEE: The exhibit space rental fee (“Rental Fee”) per stand unit shall be $CAD $3,500.00 per 3m x 3m (10’x10’) area. The Rental Fee per stand unit includes standard exhibit package, general security, general illumination and an exterior service manual (“Exhibitor Service Manual”). All other expenses are the responsibility of Exhibitor. Discounts are provided for groups of 4 and 8 exhibit stands.

PAYMENT: Payment of the Rental Fee shall be made in Canadian Dollars ($ CAD) by Cheque, Wire Transfer or Credit card (VISA or MasterCard). Cheque and Wire Transfer to be made payable to CongressWorld Conferences Inc. Fees for Exhibitors: 50% deposit is due 30 days following invoice date. Final payment I due March 15th, 2012.

CANCELLATION BY EXHIBITOR: In the event that the Exhibitor wishes to cancel all or part of the exhibitspace contracted herein, the Exhibitor must send notice of cancellation in writing to the Velo-city Global 2012 Conference, Exhibit Management Office, #725 – 1155 West Pender Street, Vancouver, BC, Canada, V6E 2P4 via mail or email. The Exhibitor’s failure to occupy stand space by 0800 on opening day, shall constitute cancellation by the Exhibitor. In the event the Exhibitor cancels more than sixty (60) days before Velo-city Global 2012 Conference commences, the Exhibitor shall be liable for fifty percent (50%) of the total Rental fee for the cancelled space. In the event the Exhibitor cancels less than sixty (60) days before Velo-city Global 2012 Conference commences, the Exhibitor shall to liable for one-hundred percent (100%) of the total Rental fee for the cancelled space. The Exhibitor is responsible for payment of such fees irrespective of the reason for cancellation, including, without limitation, failure of its exhibit to arrive for any reason. In the event of cancellation by the Exhibitor, the Velo-city Global 2012 Conference shall have the right to use such space or rent such space to another exhibitor. Re-letting by the Velo-city Global 2012 Conference of an Exhibitors cancelled space shall not act to excuse the Exhibitor from payment of any fees assessed hereunder.

CANCELLATION BY THE VELO-CITY GLOBAL 2012 Conference: The Velo-city Global 2012 Conference reserves the right to cancel the Exhibition or terminate this Contract for any reason at any time upon written notice to Exhibitor. Upon cancellation or termination by the Velo-city Global 2012 Conference, the Velo-city Global 2012 Conference sole liability to Exhibitor, and Exhibitor’s exclusive remedy, shall be a refund of any Rental Fees paid by the Exhibitor under this Contract.

FORCE MAJEURE: The Velo-city Global 2012 Conference shall not be responsible for any loss or damage resulting from failure to perform under this Contract or to conduct Velo-city Global 2012 Conference or the Exhibition as currently scheduled in whole or part as a result of riot, strike, civil disorder, act of war, failure of facilities, earthquake, storm, fire, flood, or other acts of God, or any reason of any kind whatsoever beyond the reasonable control of the Velo-city Global 2012 Conference. In such instance, however, the Velo-city Global 2012 Conference will make reasonable efforts to reschedule the Velo-city Global 2012 Conference and the Exhibition. Notwithstanding any other terms of conditions of this Contract, should it ultimately be impossible to hold the Conference or the Exhibition for the foregoing reasons, the Velo-city Global 2012 Conference may retain or will be due such portion of Exhibitor’s Rental Fee as shall be required to compensate the Velo-city Global 2012 Conference for expenses reasonably incurred up to the time a contingency beyond its control shall have occurred. All payments in excess of such expenses shall be refunded.

INSTALLATION AND DISMANTLE: Exhibitor will be provided reasonable time to erect and dismantle its exhibits as will be specified in the Exhibitor Service Manual. Exhibit materials not removed from the hall by Exhibitor as specified will be removed by Velo-city Global 2012 Conference at Exhibitor’s expense and liability.

USE OF SPACE: Exhibitors may not sublet, assign, or apportion any part of the space contracted for herein, nor represent, advertise, distribute literature for, or otherwise promote the products or services of any other firm or individual except as approved in writing by the Velo-city Global 2012 Conference. Exhibitor may not display outside its assigned stand space.

CONDUCT OF EXHIBIT: Exhibitor shall conduct its exhibit in a decorous manner in order not to be objectionable to the Velo-city Global 2012 Conference, other exhibitors, the Centre, or the public. The Velo-city Global 2012 Conference reserves the right to restrict or prohibit exhibits which, because of noise, method of operation, content, or any other reason, are objectionable or otherwise detract from or are out of keeping with the character of the Exhibition as a whole. The Velo-city Global 2012 Conference may prohibit installation or request removal or discontinuance of any exhibit or promotion which, if continued, departs substantially from the design and description given in advance approval. The Velo-city Global 2012 Conference and the venue reserve the right to close, remove or require changes in any exhibit or to remove any of Exhibitor’s personnel, agents, representatives, independent contractors, invitees or guest who are deemed detrimental to the Velo-city Global 2012 Conference, the Exhibition, other Exhibitors at the venue, or the public. If Exhibitor or its representatives fail to observe the terms and conditions of this Contract or, in the opinion of the Velo-city Global 2012 Conference, conduct themselves unethically or detrimentally to the Velo-city Global 2012 Conference, Exhibitor may be dismissed from the Exhibition without refund or other appeal.

CARE OF EXHIBIT: Exhibitor shall not paste, nail or otherwise affix any exhibit, sign or other materials, to walls, doors, or other surfaces in a way that marks or defaces the venue, exhibit space, stand equipment or stand furnishings. Exhibitor shall return the exhibit space in the same condition as it was received. Exhibitor shall be liable for any damage caused by its failure to adhere to this provision, Raw wood, cardboard or similar materials must be covered or painted if they are visible in adjacent stands.

CONDITION OF PREMISES: The premises are licensed on “as is” basis. The Velo-city Global 2012 Conference shall not be liable for pre-existing conditions of the premises or for conditions arising during the period of the license. Anyone visiting, viewing or otherwise participating in Exhibitor’s exhibit is deemed the invitee or licensee of Exhibit while visiting, viewing or otherwise participating in Exhibitor’s exhibit, rather than the invitee of Velo-city Global 2012 Conference or the venue.

EXHIBITION BADGES: Exhibitor personnel must wear identification badges while on the exhibit floor.

SOUVENIRS AND SAMPLES: Distribution of souvenirs and samples is permitted upon approval in writing by the Velo-city Global 2012 Conference. The Velo-city Global 2012 Conference may withhold or withdraw permission to distribute souvenirs, advertising or any other material it considers objectionable.

HOSPITALITY SUITES: Hospitality suites may only be open during hours specified by Velo-city Global 2012 Conference. Please contact the Exhibit Management Office of the Velo-city Global 2012 Conference if you have any questions concerning Hospitality Suites. Any costs associated with Exhibitor’s hospitality suite are the responsibly of Exhibitor.

AVAILABLE SERVICES: The Velo-city Global 2012 Conference will designate independent contractors (“Exhibition Contractors”) to make the following available: customs and materials handling, furniture, stand and floor decorations, signs, photography, telephone / internet services, electrical, plumbing, carpentry and other related services. Exhibition Contractors and their prevailing rates will be listed in the Exhibitor Service manual to be issued separately. The Velo-city Global 2012 Conference assumes no responsibility or liability for any of the services performed or materials delivered by an Exhibition Contractor. Arrangements for these services and payments shall be made directly between Exhibitors and Exhibition Contractors. Use of any contractor other than the Exhibition Contractor shall require the advance written consent of the Velo-city Global 2012 Conference.

UNION LABOUR: Exhibitors are required to observe all union contracts in effect between the Velo-city Global 2012 Conference, the Exhibition Contractors, the venue and various labour organizations.

LIABILITY AND INSURANCE: The Velo-city Global 2012 Conference will provide regular guard service at the entrances to the Exhibition area. Neither the Velo-city Global 2012 Conference nor the venue shall be liable for damage or loss to Exhibitor’s properties through theft, fire, accident or any other cause, nor shall either be liable for injury of any type form any cause to persons conducting or otherwise participating in the conduct of the exhibit or to invitees. Exhibitor shall indemnify the Velo-city Global 2012 Conference against, and hold it harmless from, any complaints, damages, or liabilities resulting from the negligence or the conduct of Exhibitor, or its employees, agents or representatives, in connection with the Exhibition. Exhibitor shall insure its exhibit and display materials. Exhibitor must carry a minimum of $CAD One Million Public Liability Insurance for bodily injury, $CAD two Million in any one accident, and $CAD One and Half Million property damage. Exhibitor shall provide the Velo-city Global 2012 Conference with a certificate of insurance evidencing such coverage.

OTHER RULES AND REGULATIONS: Exhibitor shall comply with all fire laws, electrical codes and all other applicable rules, regulations, codes and statutes with respect to the installation, conduct and disassembly of its exhibit. Exhibitor shall also comply with all reasonable requests of the Velo-city Global 2012 Conference and may issue further rules and regulations governing Velo-city Global 2012 Conference, the Exhibition or use of the venue from time to time. Exhibitor agrees to abide by all such rules and regulations, to the extent reasonable.

LIMITATION OF LIABILITY: The Velo-city Global 2012 Conference shall in no event be liable for any indirect, incidental, special and consequential damages, or damages for loss of profits, revenue, data, or use, incurred by Exhibitor, whether in an action in contract or tort, even if the Velo-city Global 2012 Conference has been advised of the possibility of such damages. The Velo-city Global 2012 Conference liability for damages hereunder shall in no event exceed the amount of fees paid by Exhibitor under this Contract.

NO ASSIGNMENT: The rights granted by this Contract are personal in nature. Exhibitor may not assign this Contract to any third party without the consent of the Velo-city Global 2012 Conference. AUTHORIZATION: By signing this contract you are authorizing the Velo-city Global 2012 Conference to provide contact information including your address, phone number, fax number and contact person to any service vendor contracted to conduct work at the Velo-city Global 2012 Conference.

GOVERNING LAW JURISDICTION: This Contract, and all matters arising out of or relating to this Contract, shall be governed by the procedural and substantive laws of the Province of British Columbia. Any legal action relating to this Agreement shall be instituted in a court in the Province of British Columbia. The parties agree to submit the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such proceeding.

ENTIRE AGREEMENT: This Contract constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representatives, written or oral, concerning the subject matter hereof. This Contract may not be modified or amended except in a writing signed by a duly authorized representative of each party.