Cleveland By Hand Fine Art & Craft Fair 12th Annual 2016 Agreement 1. EXHIBITOR COVENANTS a. The Exhibitor agrees to (i) obey all laws, by-laws, ordinances and regulations governing use of the facility and operation of the Show, (ii) abide by the rules and regulations of the city, fire and police departments and of any other government or regulatory body having authority to regulate the facility and the Show, and (iii) obey all laws, including those pertaining to health and safety, consumer protection and protection of visitors of the Show. b.The Exhibitor agrees to abide by all rules and regulations governing the Show established from time to time by I-X Center Corporation (“I-X”) including rules and regulations set forth in the Exhibitor Manual. c. The Exhibitor agrees to observe, to the extent applicable, all union contracts and labor relations agreements in force (i) at the facility, and (ii) governing companies operating in the facility. d. The Exhibitor agrees to obtain, at its own expense, any licenses or permits which are required for the operation of its trade or business during the term of the Show and to pay all taxes, including all applicable sales taxes, of any nature or kind that may be levied against it as a result of the operation of its trade or business in its contracted space. e. The Exhibitor agrees not to conduct or be associated with any promotional contests held at or in connection with the Show unless (i) the Exhibitor satisfies I-X that the contest is being operated in accordance with applicable law; and (ii) the prior written consent of I-X is obtained. f. The playing, performing, reproduction, broadcasting or other use at the Show of any music, materials, devices, processes and dramatic rights (the “Work”) that is the subject of any third party copyright, trademark, industrial design, patent or any other intellectual property right, by the Exhibitor or its agents, representatives or employees is prohibited without the express written consent of I-X. The Exhibitor agrees to indemnify and save harmless I-X and the facility (and their respective officers, directors, employees, insurers, agents, representatives and those for whom the Exhibitor is responsible in law) against any and all claims, losses, liabilities and damages (including legal fees and expenses) costs and charges arising from or as a result of any unauthorized use of any Work by the Exhibitor its agents, representatives, employees and those for whom the Exhibitor is responsible in law. 2. I-X CENTER RIGHTS a. I-X reserves the right, in its sole and unfettered discretion to: (i) determine the eligibility of Exhibitors and exhibits for the Show, (ii) reject or prohibit exhibits or Exhibitors which I-X considers objectionable, inappropriate, disruptive or offensive to I-X, other Exhibitors or Show attendees; (iii) change or modify the layout of the Show and/or relocate exhibits or Exhibitors; (iv) cancel, in whole or in part; or (v) change the date, location and duration of the Show; without any liability to I-X. b. I-X shall have the right to establish and amend or modify any regulations governing use of the facility and the Show. 3. ASSIGNMENT AND SUBLETTING a. The Exhibitor shall not assign any rights or sublet space under this license agreement without the prior written permission of I-X, which permission may be withheld in I-X’s sole discretion. 4. INDEMNIFICATION The Exhibitor agrees to indemnify and hold harmless I-X and the facility, their respective officers, directors, agents, representatives and employees, against all claims, losses, liability, damages (including legal fees and expenses) costs and charges of every kind resulting from (i) its occupancy of the exhibit space and/or its environs, (ii) the use of equipment or devices furnished to or used by the Exhibitor or other persons in connection with the Show, and (iii) personal injuries, death, property damages or any other damage sustained by the Exhibitor, I-X, the facility, Show sponsors or a visitor to the Show and their respective directors, officers, agents, representatives and employees or those for whom the Exhibitor is responsible in law. 5. LIABILITY AND INSURANCE The Exhibitor shall obtain and maintain at its own expense a comprehensive general liability and all risk property insurance policy acceptable to I-X for the period commencing on the first move-in date and terminating on the last move-out date. The policy shall name The I-X Center, its parent corporation, subsidiaries, all affiliated companies as additional insured and insure the Exhibitor against all claims of any kind arising from or in any way connected with the Exhibitor’s presence or operations at the Show. The policy shall provide coverage of at least $1,000,000 for each separate occurrence. At the request of I-X, the Exhibitor shall provide I-X with a copy of such policy. a. The Exhibitor is responsible to insure its own exhibit, personnel, display and materials from any damage or loss through theft, fire, accident or other cause and accepts all risks associated with the use of the exhibit space and its environs. The Exhibitor shall not make any claim or demand or take any legal action, whatsoever, against The I-X Center, its parent corporation, subsidiaries, all affiliated companies and/or the Show sponsors, for any loss, damage or injury howsoever caused, to the Exhibitor, its officers, directors, agents, representatives, and employees or their respective property. b. Neither I-X nor the facility will assume liability for loss for damage, through any cause, of equipment, products, goods, exhibits or other materials owned, rented or leased by the Exhibitor. 6. BOOTH DISPLAY a. The Exhibitor agrees to exhibit work only in the space assigned by I-X. Exhibitor agrees to be present during the entire length of the Show. b. Exhibitor agrees that all work exhibited will be of good quality, the original work of Exhibitor, consistent with the type and quality of the work submitted to the jury, and within the parameters of acceptable work outlined in Show prospectus. I-X reserves the right to stop the sale or display by Exhibitor of work which I-X believes is not within the medium under which the Exhibitor was juried, which is significantly inferior in quality to, or not similar to the work shown in the images submitted by Exhibitor for jury. c. All display and storage must be contained within the booth space, including corner locations, unless there is space adjacent to the rear of the booth, which is not in the public view, in which case this space may be used for storage if cleared by I-X. Other storage areas may be available. d. The Exhibitor agrees that no display will be dismantled or goods removed during the term of the Show, but will remain intact until the end of the final closing hour on the last Show day. The Exhibitor also agrees to remove its display and equipment from the Show site by the final move-out day, and in the event of a failure to do so, or failure to return the allocated space to the same condition as the move-in date, the Exhibitor agrees to pay for any additional costs and expenses incurred. 7. CANCELLATION AND TERMINATION a. The Exhibitor shall have the right to cancel this license agreement by notice in writing to be delivered to I-X no later than sixty (60) days preceding the opening date of the Show. All deposits received by I-X up to the date of notice of cancellation are non-refundable and non-transferable. In the event that the Exhibitor (i) notifies I-X less than sixty (60) days preceding the opening date of the Show that it wishes to cancel this license agreement; or (ii) fails to make payments in accordance with the payment schedule set out herein; or (iii) except as otherwise permitted herein, fails to appear at the Show; reserves the right to (iv) cancel this license agreement without notice and all rights of the Exhibitor hereunder shall cease and terminate; (v) retain any payment made by the Exhibitor as liquidated damages (and not as a penalty) for breach of this license agreement; (vi) re-rent the said space; and (vii) bring action against the Exhibitor for payment of the full cost of the space originally licensed from I-X. b. If the Exhibitor violates or breaches any other terms or conditions of this license agreement, all payments made by the Exhibitor and all amounts due to I-X Shall be deemed earned by I-X and all deposits received shall be non-refundable and non-transferable. In the event of any violation or breach of the terms and conditions of this license agreement, I-X shall have the right to immediately occupy the space of the violating and/or breaching Exhibitor and utilize it in any manner as I-X deems appropriate, including, but not limited to, re-licensing its use to another exhibitor. The Exhibitor shall not be entitled to any offset or mitigation of the amount due under this license agreement as a result of the use of or payment for the space by another Exhibitor in the Show. c. Each covenant by the Exhibitor contained herein is material and of the essence of this license agreement and violation of any term or condition hereof by the Exhibitor shall be a default of the entire agreement entitling I-X to immediately and without notice revoke the privileges granted to the Exhibitor and take possession of the space of the defaulting Exhibitor. Any such revocation of the license granted herein shall be without prejudice to I-X to make any claim for damages or enforcement of the payment of any amounts due pursuant to the terms hereof. 8. FORCE MAJEURE a. In the event that (i) the facility in which the show is to be held or is held is destroyed or becomes unavailable for occupancy or (ii) I-X is unable to permit the Exhibitor to occupy the facility or the space, or (iii) if the Show is cancelled or curtailed, for any reasons beyond the control of I-X, including but not limited to, casualty, explosion, fire, lightning, flood, weather, epidemic, earthquake or other Acts of God, acts of the public enemies, riots or civil disturbances, strike, lockout or boycott, I-X will not be responsible for any loss of business, loss of profits, consequential or special damages or expenses of whatever nature that the Exhibitor may suffer. 9. MISCELLANEOUS a. Waiver by I-X of any breach of any term or provision of this license agreement by the Exhibitor shall not be deemed a waiver of any subsequent breach of the same or any other provision hereof. b. No alterations or variations of the terms of this license agreement shall be valid unless made in writing and signed by each of the parties hereto. c. This license agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction in which the Show is held. d. Exhibitor agrees to have no pets on-site.