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Recruit in Canada – Study and Go Abroad Fairs, September 26 – October 4, 2020

Contract for Exhibit Space

1. Definitions: “Event” means Study and Go Abroad Fairs, currently scheduled to be held September 26, 2020 at the Palais des congrès de Montréal, September 27, 2020 at the Metro Toronto Convention Centre, September 30, 2020 at the Shaw Centre (Ottawa), October 3, 2020 at the Vancouver Convention Centre and October 4, 2020 at the BMO Centre (‘‘Event Facility(ies)’’). “Organizer” means, collectively, Revolve EPS Holding Ltd., dba Recruit in Canada, Study and Go Abroad Fairs, StudyandGoAbroad.com and includes their officers, directors, shareholders, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. “Exhibitor” means, collectively, (i) the company and/or individual that applied for exhibit space use and agreed to enter into this contract upon acceptance by the Organizer in the manner stated below and (ii) each of its and/or their officers, directors, shareholders, employees, contractors, agents, representatives and/or invitees, as applicable.
2. Contract Acceptance: The submission of the Recruit in Canada Registration Form for exhibit space and written or electronic acceptance of the application by the Organizer constitutes a contract for the right to use exhibit space.
3. Exhibitor Payment: Upon acceptance of the exhibitor application by the Organizer (ultimately in the form of an issued invoice), the Exhibitor shall pay to the Organizer the total amount due within 30 days of receipt of the invoice, and no later than September 1, 2020 for Early Bird registrations or September 15, 2020 for all other registrations.
4. Assumption of Risks: Releases: The Exhibitor expressly assumes all risks associated with, resulting from, or arising in connection with the Event, Exhibitor’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury (collectively “Loss”) to or of any person (including death), property, goods, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has sole responsibility for its property or any Loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Neither the Organizer nor the Event Facility accepts responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Organizer nor the Event Facility shall be liable for, and Exhibitor hereby releases them from, and covenants not to sue any of them with respect to, any and all risks, losses, damages and liabilities whether described in this Section 4 or not.
5. Indemnification: Exhibitor shall indemnify, defend (with legal counsel satisfactory to Organizers), and hold Organizer and the Event Facility harmless from and against any and all claims, demands, suits, liabilities, damages, losses, costs, fees (including attorneys’ fees) and expenses which result from or arise out of or in connection with: (a) Exhibitors’ participation or presence at the Event and/or Event Facility, (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under this contract or any other contract, arrangement or agreement; (c) any matter for which Exhibitor is otherwise responsible under the terms of this contract or any other contract, arrangement or agreement; (d) any violation or infringement (or claim of violation or infringement) of any law, agreement, regulation 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 the actions of Exhibitor; (f) harm or injury (including death) to Exhibitor; and (g) loss of or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. This Section 5 shall survive the termination or expiration of this Contract.
6. Limitation of Liability: Under no circumstances shall Organizer or the Event Facility be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of their acts or omissions, whether or not the Organizer is apprised of the possibility of any such lost profits or damages. In no event shall Organizer’s maximum liability exceed the amount actually paid to Revolve EPS Holdings Ltd. for exhibit space used pursuant to this contract. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters. Management may employ reputable guards during the course of the exhibition to regulate the flow of attendees at the Event, but these guards are not security guards. Neither Organizer, nor the owners or lessors of the Event Facilities, shall assume any responsibility for Exhibitor’s personal or other property. As a condition of exhibiting at the Event, Exhibitor shall insure its property against damage, loss and theft.
7. Exhibitor Application: The Organizer may refuse acceptance of any exhibitor application for any or no reason. The Organizer, in its sole discretion exercisable at any time, determines whether any exhibitor is eligible to participate in the Event. Eligibility is generally limited to persons or firms that supply products and/or services to in connection higher education and/or experiential travel. No exhibitor shall exhibit or permit to be exhibited in the space allocated to it any product or service other than that which is specified in its application. Except with the prior written approval of the Organizer, Exhibitor shall not sell physical products at the Event.
8. Assignment of Space: Exhibit space for all exhibitors at the Event shall be assigned or reassigned by Organizer in its sole discretion exercisable at any time. Organizer reserves the right to determine the floor plan or to move an exhibitor to another exhibit space location prior to or during the Event at its sole discretion for any or no reason. Promotional activities must be confined to the contracted space. Event staff reserves the right to restrict or prohibit any contest, promotion, lottery, or give-away that causes blocking or disturbance to other exhibits or patrons or that could be considered illegal under Canadian laws. No Exhibitor shall assign, sublet or share space allotted without prior written acknowledgement of Event management staff.
9. Exclusions: The Organizer has the right to restrict or evict any Exhibitor that, in the opinion of the Organizer, detracts from the general character of the Event. Exhibitors are not permitted to distribute or promote any material in which advertising space is sold. This reservation applies to displays, printed matter, promotional materials, personal conduct, and methods of operation. In the event of such restrictions or evictions, the Organizer will not be liable for any refunds or other exhibit expenses. External vendors are not allowed to conduct business in the Facilities unless they have purchased exhibit booth space at the Event. Violation of this policy may result in the Organizer’s refusal to accept any and all registrations and future registrations.
10. Exhibit Space Occupancy: The Organizer shall specify the hours and dates for installing, occupying and dismantling exhibits. If the Exhibitor fails to install its display in its assigned space by the Event opening hour, or leaves its space unattended at any time during the Event, the Organizer shall have the right to take possession of the space, terminate this contract and no refund will be due to Exhibitor unless proof of extenuating circumstances is provided. All exhibits must be attended at all times during the Event.
11. Cancellation by Exhibitor: Exhibitor may cancel this contract at any time, however, any cancellations are subject to the policy as follows and include full or partial cancellations:Up to 30 days before exhibition: 100% refund on all fees, paid or due
    20-29 days before exhibition: 50% refund on all fees, paid or due
    < 20 days before exhibition: No refundNote: All full or partial cancellation refunds will be subject to a $250 processing fee. Any cancellations must be delivered to – and acknowledged by – Melissa Wight at melissa@recruitincanada.com, before being considered valid.
12. Cancellation by Organizer: If Exhibitor fails to make a payment required by this contract in a timely manner, the Organizer may terminate this contract (and Exhibitor’s participation in the Event) without further notice and without obligation to refund any monies previously paid. The Organizer reserves the right to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to Organizer. The Organizer is expressly authorized (but has no obligation) to occupy or dispose of any space vacated or made available because of action taken under this paragraph in any manner it desires, and without releasing the Exhibitor from any liability hereunder. The Organizer may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under this contract or any other contract or arrangement with Organizer, without any obligation on the Organizer’s part to refund any payments previously made and without releasing Exhibitor from any liability arising as result of or in connection with such breach. If the Organizer removes or restricts an exhibit that it considers to be objectionable or inappropriate, no refund will be due to Exhibitor.
13. Cancellation of the Event: If the Organizer cancels the Event due to circumstances beyond the reasonable control of the Organizer (such as acts of God, acts of war, governmental emergency, labour strike or unavailability of the Event Facility), the Organizer shall refund to Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred by Organizer, in full satisfaction of all liabilities of Organizer to Exhibitor. The Organizer reserves the right to cancel, rename or relocate the Event or change the Event Dates. If the Organizer changes the name of the Event, relocates the Event to another event facility within the same city, or changes the Event to dates that are not more than 30 days earlier or 30 days later, no refund will be due to Exhibitor, but the Organizer shall assign to Exhibitor, in lieu of the original space, other space as the Organizer deems appropriate and Exhibitor agrees to use that space under the terms of this contract. If the Organizer elects to cancel the Event other than for a reason previously described in this paragraph, the Organizer shall refund to Exhibitor its entire payments for exhibit space, in full satisfaction of all liabilities of Organizer to Exhibitor.
14. Listings and Promotional Materials: By exhibiting at the Event, Exhibitor grants to Organizer a fully paid, perpetual nonexclusive license to use, display and reproduce the name, trade names and/or product names of Exhibitor in any directory or distribution list or material (whether in print, electronic or other media) listing organizations exhibiting at the Event and to use such names in Organizer promotional materials. Organizer may also take photographs of Exhibitor’s booth space, exhibit, guests and personnel during, before or after the open hours of the Event and use those photographs for any promotional purpose.
15. Taxes and Licenses: Exhibitor shall be solely responsible for obtaining any licenses, permits or approvals under federal, provincial or local laws applicable to its activities at the Event. Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, royalties or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event.
16. Incorporation of Rules and Regulations: Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by the Organizer in its sole discretion. The Organizer may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon notice to Exhibitor. Any rules and regulations (whether or not included in an Exhibitor Manual Package or similar document) are an integral part of this contract and are incorporated herein by reference. Exhibitor shall observe and abide by additional regulations made by the Organizer as soon as these additional rules or regulations are communicated to Exhibitor.
17. Outside Exhibits/Hospitality Suites: Exhibitor is prohibited, without express advance written approval from the Organizer, from displaying products/services and/or other advertising material in areas outside its exhibit space such as, but not limited to, parking lots, hotel lobbies, lounges, corridors, sleeping rooms, etc., as well as conducting unauthorized facility tours. Exhibitor shall not operate hospitality suites during hours in which the Event is open or when any Organizer-sponsored activities are being held. Exhibitor is prohibited from hosting hospitality functions during official Event hours.
18. Set-Off: The Organizer shall have the right at all times and from time to time to set-off any monies held by it for or for the benefit of the Exhibitor against any and all amounts owing by the Exhibitor.
19. Additional Terms and Conditions: The Organizer has sole control over attendance policies. Except as provided to the contrary in this contract, all monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment. In addition to its right to close an exhibit and withdraw acceptance of or terminate the contract, the Organizer in its sole judgment and discretion may refuse to consider for participation in future Event an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment to this contract must be in writing and signed by an authorized representative of the Organizer. Exhibitor shall not assign this contract or any right or obligation hereunder. The use of cameras and video cameras on the exhibit floor is strictly prohibited without the prior permission of the Organizer.
20. Entire Agreement: This contract (including the Exhibitor Prospectus any additional rules or regulations adopted by the Organizer from time to time) represents the entire agreement between the Organizer and Exhibitor relating to the Event and supersedes any prior written or oral understandings, agreements or representations by or between Organizer and Exhibitor relating to the Event.
21. Governing Law: This contract is governed by the laws of the Province of British Columbia as applied to contracts entered into and entirely performed within that Province by residents of that Province. Exhibitor herby submits to the exclusive jurisdiction of the courts located in the Province of British Columbia, which shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract.
22. Exhibitor Compliance: Exhibitors must agree to abide by all rules, regulations, terms and conditions as outlined here, consent to which is either by electronic acknowledgement through online registration or the signing of a paper registration form.

Revolve EPS Holding Ltd.