EXHIBIT NETWORK
CUSTOMER STORAGE TERMS & CONDITIONS

This Customer Storage Terms and Conditions (the “Agreement”) between Exhibit Network (“EN”) and the “Customer” named above (each a “Party” and together the “Parties”) sets forth the terms and conditions under which EN agrees to store Customer’s Property as it is defined below.

NOTICE TO CUSTOMER AND CUSTOMER’S RELEASE

NO REPRESENTATIONS OF SAFETY OR SECURITY HAVE BEEN MADE TO CUSTOMER BY EXHIBIT NETWORK OR EXHIBIT NETWORK’S AGENTS.

CUSTOMER HEREBY RELEASES EXHIBIT NETWORK AND EXHIBIT NETWORK’S AGENTS FROM LIABILITY FOR ALL LOSS, DAMAGE, OR CAUSE OF ACTION OF ANY NATURE, INCLUDING BODILY  INJURY AND DAMAGE TO PROPERTY STORED IN OR TRANSPORTED TO OR FROM EXHIBIT NETWORK’S FACILITIES, NO MATTER WHO OWNS SUCH PROPERTY, AND REGARDLESS OF WHETHER THE LOSS OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY FIRE, SMOKE, DUST, WATER, WEATHER, INSECTS, VERMIN, EXPLOSION, NATURAL DISASTER, VANDALISM, ACT OF WAR, UTILITY INTERRUPTION, EQUIPMENT MALFUNCTION, UNEXPLAINED DISAPPEARANCE, NEGLIGENCE OF EXHIBIT NETWORK OR EXHIBIT NETWORK’S AGENTS, THEFT BY OTHERS, OR ANY OTHER CAUSE.

1. Purpose. The purpose of “Storage” as it is contemplated under this Agreement is simply convenience; the Customer’s Property can be quickly retrieved, transported, deployed, and displayed, and then packed, transported, and stored until it is needed again, relieving the Customer of the responsibilities of logistics and storage.  EN will take reasonable steps to secure the Property and shelter it from weather.  However, Customer acknowledges and agrees that the purpose of Storage is not special protection, maintenance, or safekeeping of Property.  Customer is solely responsible for withholding from Storage with EN, any property which requires such special protection, maintenance, or safekeeping.
2. Term, Fees, and Renewal. This Agreement has an initial “Term” of one “Calendar Year”. For the purposes of this Agreement, “Calendar Year” shall be defined as the period beginning January 1 and ending December 31 for the year referenced in the customer’s annual storage fee invoice from EN. Storage contracts which begin during the referenced calendar year will be invoiced through the balance of the calendar year. For example, Storage contracts beginning in the month of January will be invoice for January 1 – December 31^st, whereas storage contracts beginning in February will be invoiced for February 1 – December 31^st of the referenced year. Storage fees will be charged for the full month regardless of the date during the month in which storage is initiated.  Fees as indicated in the invoice sent from EN are due and payable at the beginning of each Term.  This Agreement auto-renews until it is terminated in writing by Customer or EN as provided in Paragraphs 8 and 9, respectively.  Fees for auto-renewed Terms will be invoiced around the renewal date, and are due upon receipt. Quarterly invoices are available for an additional fee of $25 per invoice. Monthly invoices are available for an additional fee of $35 per invoice.  Increases in customers’ storage space are invoiced through the end of the calendar year. Unpaid invoices incur a 10%-per-month late fee, starting 60 days after the invoice date.  If an invoice remains unpaid for 180 days, Customer will be deemed to have Abandoned the Property as set forth in Paragraph 11(b).
3. Property to be Stored. The “Property” to be Stored under this Agreement consists of exhibits and associated materials produced by, transported by, and/or deployed by EN during the course of its normal business with Customer, and includes exhibits, booths, structures, signage, flooring, lighting, computers, projectors, screens, video panels, amplifiers, speakers, audio-visual equipment, cabling, raw materials, parts, and other items.
4. Warehouse Storage Conditions. Most Property will be stored in EN’s unheated, unairconditioned warehouse.  Customer acknowledges and agrees that storage in such a warehouse located in Houston, Texas will subject the Property to extremes of temperature and humidity.  Customer is solely responsible for withholding from Storage with EN, any property which is sensitive to such extremes of temperature or humidity.
5. Climate Control. Under certain circumstances, Property may be stored inside a building with Climate Control.  Customer acknowledges and agrees that “Climate Control” means simply that EN will make reasonable efforts to avoid temperature extremes by keeping the building warmer than the outside temperature in cold weather, and cooler than the outside temperature in hot weather, through use of an HVAC system.  As with any mechanical system, it is subject to malfunction, failure, and loss of use during power outages.  EN makes no representations or warranties regarding temperature or humidity ranges, or of the suitability of the HVAC system to safely store Property under Climate Control.
6. No Insurance Provided. EN does not provide any type of insurance which would protect the Property from loss by fire, theft, or any other type of casualty loss.  Customer acknowledges and agrees that it is Customer’s responsibility, at Customer’s sole expense, to secure such insurance to protect itself and the Property against all perils of whatever nature, in an amount at least equal to the total value of all Stored Property.  Such insurance on the Property is strongly recommended by EN.  If Customer fails to obtain insurance, Customer automatically assumes all risk of loss to Stored Property that would be covered by such insurance.  Customer shall make no claim whatsoever against EN’s insurance in the event of any loss.  Customer expressly agrees not to subrogate against EN in the event of loss or damage of any kind, from any cause.
7. Prohibited Items. Customer is expressly prohibited from storing or causing to be stored in EN’s facilities, any of the following:

• any living creature or organism, or any dead animal or other carcass;
• food, fertilizers, pesticides, or items which are damp and could mildew;
• gasoline, oil, fuel, grease, anti-freeze, or flammable chemicals;
• liquid propane tanks, oxygen tanks, or similar containers;
• explosives, fireworks, or ammunition;
• corrosive, toxic, poisonous, or hazardous materials or waste;
• asbestos or asbestos-containing construction materials;
• lawn debris (grass clippings, brush, etc.);
• construction debris, tires, oil, or batteries, whether new or used;
• items having an offensive or noxious smell in EN’s sole judgment;
• alcohol, marijuana, or controlled substances of any kind;
• prohibited weapons under the Texas Penal Code; or
• stolen property.

8. Termination by Customer. Customer’s Abandonment of Property as set forth in Paragraph 11(b) acts as a Termination of the Agreement.  Customer may also terminate this Agreement at any time by written notice delivered to EN at least 10 days before Customer’s intended termination date.  If the customer or EN terminate the agreement for any reason, storage fees for the balance of the calendar year are not-refundable. If mailed, such notice must be postmarked at least 10 days before such termination date.

EN’s mailing address for payments and mailed notices:

Exhibit Network
3434 Lang Road
Houston, TX 77092-6104

EN’s email address for notices is: info@exhibithouston.com

9. Termination by EN. EN may terminate this Agreement by written notice delivered to Customer at least 15 days before EN’s intended termination date.  If EN’s storage space is substantially damaged due to fire, windstorm, or other casualty in EN’s sole judgment, EN may terminate this Agreement by emailing, mailing, or hand delivering 5 days advance written notice of termination to Customer.  Customer may not holdover after termination of the Agreement by EN.
10. Removal / Release of Property. Customer must remove all Property from EN’s facilities immediately upon Termination of the Agreement, whether Terminated by Customer or EN.  Property will not be released until all Fees, late fees, and other invoiced amounts are current.

11. Abandonment. Abandoned Property is subject to disposal without further notice.  Customer hereby waives and releases any claims or actions against EN for disposal of Property resulting from Customer’s Abandonment.

Customer has “Abandoned” its Property if either of the following occur:

• Customer or EN has Terminated the agreement, 30 days have elapsed since the Termination date, and Property has not been removed from EN’s facilities by the Customer; or
• An invoice remains unpaid for 180 days.

12. Liquidated Damages. Notwithstanding the waivers and releases contained herein, if a court of competent jurisdiction orders EN to pay damages for loss(es) to, or of the Property, Customer agrees that the maximum valuation for Property Stored under this Agreement is $0.60/pound.  Nothing in this section shall be deemed to create any duty of care or liability on the part of EN to Customer, nor shall it be deemed to alter, diminish, or abrogate any of the other terms, conditions, waivers, or releases contained in this Agreement.
13. Entire Agreement. This Agreement constitutes the entire agreement between EN and Customer, and supersedes all prior agreements and discussions, whether oral or written, between the Parties with respect to the subject matter contained herein.  This Agreement may not be amended or modified except by a written instrument executed by the Parties.
14. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
15. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Texas without giving effect to the principles or doctrines of conflict or choice of laws.  Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of Texas, County of Harris, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding, and waives any objection to venue laid therein.